REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Prenetics EMEA Ltd |
REGISTERED NUMBER: |
Strategic Report, Report of the Directors and |
Financial Statements |
for the Year Ended 31 December 2023 |
for |
Prenetics EMEA Ltd |
Prenetics EMEA Ltd (Registered number: 08834823) |
Contents of the Financial Statements |
for the Year Ended 31 December 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Income Statement | 9 |
Other Comprehensive Income | 10 |
Balance Sheet | 11 |
Statement of Changes in Equity | 12 |
Notes to the Financial Statements | 13 |
Prenetics EMEA Ltd |
Company Information |
for the Year Ended 31 December 2023 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Kevan Pilling House |
1 Myrtle Street |
Bolton |
Lancashire |
BL1 3AH |
Prenetics EMEA Ltd (Registered number: 08834823) |
Strategic Report |
for the Year Ended 31 December 2023 |
The directors present their strategic report for the year ended 31 December 2023. |
REVIEW OF BUSINESS |
Prenetics is a leading genomics and precision oncology company dedicated to transforming patient care through advanced genomic and molecular technologies. Prenetics' mission is to revolutionize healthcare by integrating consumer health and genetics, breakthrough technology for early cancer detection, targeted treatments and genetic risk identification onto one comprehensive platform. |
Prenetics EMEA Limited (Prenetics EMEA) is subsidiary in the Prenetics Group responsible for business activities in Europe, Middle-East and Africa (EMEA). |
In 2022, Prenetics EMEA continued its core business to commercialise its consumer health genetic testing products, including DNAfit, in the D2C and B2B markets, whilst developing its current strategy to be a leader in genomics and precision oncology. |
Prenetics EMEA has scaled down and eliminated loss making activities in 2023 with a view to achieving a steady state in Europe. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The business has slimmed down operations and current cash reserves will provide the business with over 12 month cashflow with out parent company assistance. |
Risk | Impact on Company | Mitigation |
The right opportunity does not present itself in the near future |
Revenue streams will remain minimal |
The company has slimmed down operations so that current cash reserves will provide the business with over 12 months of cashflow without parent company assistance |
FUTURE DEVELOPMENTS |
The business continues important projects which have the potential to generate future revenues. In the last 12 months it scaled down or eliminated activities in historically challenging sectors with a view to achieving a slimmed down state in due course. The company continues to assess the marketplace in the UK and Europe for new opportunities arising within the genomics and precision oncology industry. |
FUNDING AND EQUITY |
In 2022, the company was formerly funded by loans from the parent company, these loans were interest free and repayable on demand. |
Due to de-risking and down-sizing the business all business operations have been reviewed. Discontinued assets have been impaired and intercompany loans have been written down to £NIL. |
The company's targeted ratio of liabilities to equity is currently 1:1. |
ON BEHALF OF THE BOARD: |
Prenetics EMEA Ltd (Registered number: 08834823) |
Report of the Directors |
for the Year Ended 31 December 2023 |
The directors present their report with the financial statements of the company for the year ended 31 December 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of personal health and well-being services. |
DIVIDENDS |
No dividends will be distributed for the year ended 31 December 2023. |
EVENTS SINCE THE END OF THE YEAR |
Information relating to events since the end of the year is given in the notes to the financial statements. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
POLITICAL DONATIONS AND EXPENDITURE |
No donations have been made to political parties during the year. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 101 'Reduced Disclosure Framework'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
Prenetics EMEA Ltd (Registered number: 08834823) |
Report of the Directors |
for the Year Ended 31 December 2023 |
AUDITORS |
The auditors, Haywood & Co LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Prenetics EMEA Ltd |
Opinion |
We have audited the financial statements of Prenetics EMEA Ltd (the 'company') for the year ended 31 December 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 'Reduced Disclosure Framework' (United Kingdom Generally Accepted Accounting Practice). |
In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Emphasis of matter |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. |
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
Report of the Independent Auditors to the Members of |
Prenetics EMEA Ltd |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Prenetics EMEA Ltd |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: |
- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
- we identified the laws and regulations applicable to the company through discussions with directors and other |
management |
- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation; |
- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of |
management and inspecting legal correspondence; and |
- identified laws and regulations were communicated within the audit team regularly and the team remained alert to |
instances of non-compliance throughout the audit. |
We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: |
- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of |
actual, suspected and alleged fraud; and |
- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. |
To address the risk of fraud through management bias and override of controls, we: |
- performed analytical procedures to identify any unusual or unexpected relationships; |
- tested journal entries to identify unusual transactions; |
- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and |
- investigated the rationale behind significant or unusual transactions. |
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: |
- agreeing financial statement disclosures to underlying supporting documentation; |
- reading the minutes of meetings of those charged with governance where available; |
- enquiring of management as to actual and potential litigation and claims; and |
- reviewing correspondence with HMRC, the Health and Safety Executive, Care Quality Commission and the company's legal advisors. |
Report of the Independent Auditors to the Members of |
Prenetics EMEA Ltd |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Kevan Pilling House |
1 Myrtle Street |
Bolton |
Lancashire |
BL1 3AH |
Prenetics EMEA Ltd (Registered number: 08834823) |
Income Statement |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
TURNOVER | 3 |
Cost of sales | ( |
) | ( |
) |
GROSS (LOSS)/PROFIT | ( |
) |
Administrative expenses | ( |
) | ( |
) |
OPERATING (LOSS)/PROFIT | ( |
) |
Impairment of assets and liabilities | 6 | ( |
) |
(12,586,612 | ) | 25,460,013 |
Interest receivable and similar income |
(12,576,780 | ) | 25,460,243 |
Interest payable and similar expenses | 7 | ( |
) | ( |
) |
(LOSS)/PROFIT BEFORE TAXATION | 8 | ( |
) |
Tax on (loss)/profit | 9 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
Prenetics EMEA Ltd (Registered number: 08834823) |
Other Comprehensive Income |
for the Year Ended 31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
Prenetics EMEA Ltd (Registered number: 08834823) |
Balance Sheet |
31 December 2023 |
2023 | 2022 |
Notes | £ | £ |
FIXED ASSETS |
Owned |
Tangible assets | 10 | - | - |
Right-of-use |
Tangible assets | 10, 16 | - | 226,138 |
Investments | 11 |
CURRENT ASSETS |
Stocks | 12 |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 | ( |
) | ( |
) |
CONTRACT LIABILITIES |
Amounts falling due within one year | 3 | - | (274,537 | ) |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
( |
) |
PROVISIONS FOR LIABILITIES | 17 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
Prenetics EMEA Ltd (Registered number: 08834823) |
Statement of Changes in Equity |
for the Year Ended 31 December 2023 |
Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
Balance at 1 January 2022 | ( |
) | ( |
) |
Changes in equity |
Total comprehensive income | - |
Balance at 31 December 2022 |
Changes in equity |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 December 2023 |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements |
for the Year Ended 31 December 2023 |
1. | STATUTORY INFORMATION |
Prenetics EMEA Ltd is a |
2. | ACCOUNTING POLICIES |
Basis of preparation |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 101 "Reduced Disclosure Framework": |
• | the requirements of paragraphs 45(b) and 46 to 52 of IFRS 2 Share-based Payment; |
• | the requirements of paragraphs 62, B64(d), B64(e), B64(g), B64(h), B64(j) to B64(m), B64(n)(ii), B64(o)(ii), B64(p), B64(q)(ii), B66 and B67 of IFRS 3 Business Combinations; |
• | the requirements of paragraph 33(c) of IFRS 5 Non Current Assets Held for Sale and Discontinued Operations; |
• | the requirements of paragraph 24(6) of IFRS 6 Exploration for and Evaluation of Mineral Resources; |
• | the requirements of IFRS 7 Financial Instruments: Disclosures; |
• | the requirements of paragraphs 91 to 99 of IFRS 13 Fair Value Measurement; |
• | the requirements of paragraph 52, the second sentence of paragraph 89, and paragraphs 90, 91 and 93 of IFRS 16 Leases; |
the requirements of paragraph 58 of IFRS 16; |
• | the requirements of the second sentence of paragraph 110 and paragraphs 113(a), 114, 115, 118, 119(a) to (c), 120 to 127 and 129 of IFRS 15 Revenue from Contracts with Customers; |
• | the requirement in paragraph 38 of IAS 1 Presentation of Financial Statements to present comparative information in respect of: |
- | paragraph 79(a)(iv) of IAS 1; |
- | paragraph 73(e) of IAS 16 Property, Plant and Equipment; |
- | paragraph 118(e) of IAS 38 Intangible Assets; |
- | paragraphs 76 and 79(d) of IAS 40 Investment Property; and |
- | paragraph 50 of IAS 41 Agriculture; |
• | the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134 to 136 of IAS 1; |
• | the requirements of IAS 7 Statement of Cash Flows; |
• | the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors; |
• | the requirements of paragraphs 88C and 88D of IAS 12 Income Taxes; |
• | the requirements of paragraph 74(b) of IAS 16; |
• | the requirements of paragraphs 17 and 18A of IAS 24 Related Party Disclosures; |
• | the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group; |
• | the requirements of paragraphs 134(d) to 134(f) and 135(c) to 135(e) of IAS 36 Impairments of Assets. |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Revenue recognition |
Income is classified as revenue when it arises from the sale of goods or the provision of services in the ordinary course of the business. Revenue is stated net of VAT and trade discounts. |
Revenue is measured based on the amount of consideration to which the Company is expected to be entitled in exchange for transferring goods or services to a customer, excluding amounts collected on behalf of third parties. Revenue is recognised when (or as) it transfers control over a product or service to a customer. |
The Company provides i) preventive services, which are genetic testing services to individuals and corporates for their employees and customers; and ii) diagnostic services, primarily COVID-19 testing for individuals, corporates for their employees or customers, and governments for community testing. |
The Company determines that its sales contracts do not have a significant financing component when the upfront consideration becomes non-refundable, as customers have the discretion to decide when the tests are performed during the contract term. |
(i) Performance obligations |
Generally, the Company fulfils its performance obligations for preventive and diagnostic services at a point in time upon delivery of the testing results or reports to customers. Transfer of control for the testing results occurs when the testing results or reports are issued to customers. |
(ii) Revenue breakage |
Provision of preventive and diagnostic services requires individuals to provide specimen samples to the Company before it can proceed with the necessary laboratory procedures. Sales contracts relating to testing kits sold directly to individuals normally require specimen samples to be sent back to the Company within 3 or 6 months (the "sample return period") from the date of purchase, depending on the jurisdictions in which the kits are purchased by customers. If these customers do not return their specimen samples within the sample return period, the Company has no further obligation to provide the service. Sales contracts for kits sold to corporates typically do not include specified sample return periods. |
For certain non-refundable sale contracts, the Company does not have sufficient and relevant historical experience to form a reasonable expectation about the amount of breakage revenue to which the Company is expected to be entitled. This would be the case for certain preventive testing kits sold to corporates such as insurance companies that would ultimately be passed on to its end users at the corporates' discretion, where there is no stated sample return period, and the Company has no visibility as to whether and when the kits are distributed to end users. This would also be the case for certain diagnostic testing kits sold to individuals with respect to COVID-19. For these sales contracts, revenue is recognised at the earlier point in time of i) the relevant services are rendered and the testing results are issued; or ii) when the likelihood of end users returning their specimen samples becomes remote. |
Otherwise, the Company generally has sufficient and relevant historical experience for other sales contracts such that the Company expects to be entitled to a breakage amount in relation to non-refundable and unexercised rights. For these sales contracts, the Company estimates and recognises the expected breakage amount as revenue in proportion to the pattern of rights exercised by customers on a portfolio basis to the extent that it is considered highly probable that a significant reversal will not occur in the future. |
The Company updates its breakage estimate regularly and if necessary, adjusts the deferred revenue balance accordingly. If actual return patterns vary from the estimate, actual breakage revenue may differ from the amounts recorded. |
Intangible assets |
Intangible assets are initially measured at cost. Intangible assets with finite lives are amortised over the useful economic life and assessed for impairment whenever there is an indication that the intangible assets may be impaired. Both the period and method of amortisation is reviewed annually. Development costs are being amortised evenly over their estimated useful life of two years. |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Tangible fixed assets are stated at the original cost when acquired, less accumulated depreciation. Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is shorter. |
Short leasehold - in accordance with the property |
Plant & machinery - over useful life of 3 years |
Computer equipment - over useful life of 3 years |
Impairment of intangible and tangible assets |
At each balance sheet date, the Company reviews the carrying amounts of its intangible and tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated to determine the extent of the impairment loss (if any). |
Recoverable amount is the higher of fair value less costs of disposal and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted. If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account. |
Investments in subsidiaries |
Investments in subsidiaries are measured at cost less accumulated impairment. The carrying value of investments is reviewed for impairment when events or changes in circumstance indicate the carrying value may not be recoverable. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
Taxation |
Current taxes are based on the results shown in the financial statements and are calculated according to local tax rules, using tax rates enacted or substantially enacted by the balance sheet date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Research and development |
Expenditure on research and development is written off in the year in which it is incurred. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
2. | ACCOUNTING POLICIES - continued |
Leases |
The Company in accordance with IFRS 16 applies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. The Company recognises lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets. |
Right-of-use assets |
The Company recognises right-of-use assets at the commencement date of the lease (i.e. the date the underlying asset is available for use). Right-of-use assets are measured at cost, less any accumulated depreciation and impairment losses, and adjusted for any measurement of lease liabilities. The cost or right-of-use assets include the amount of lease liabilities recognised, initial direct costs incurred, and lease payments made at or before the commencement date, less any lease incentives received. Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of the assets. |
Lease liabilities |
At the commencement date of the lease, the Company recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed payments less any lease incentives receivable. In calculating the present value of lease payments, the Company uses its incremental borrowing rates at the lease commencement date if the interest rate implicit in the lease is not readily determinable. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, a change in the lease term, a change in the lease payments or a change in the assessment of an option to purchase the underlying asset. |
Employee benefit costs |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to the income statement in the period to which they relate. |
Consolidation |
These financial statements are separate financial statements. The Company is a wholly owned subsidiary of Prenetics Limited and is included in its consolidated financial statements of Prenetics Limited, which are publicly available. Therefore, the Company is exempt, by virtue of section 401 of the Companies Act 2006, from the requirement to prepare consolidated financial statements. The address of the parent's registered office is 7/F, K11 Atelier, 728 King's Road, Quarry Bay, Hong Kong. |
Going concern |
The business has successfully settled all contractual liabilities and operates with much reduced activities, the directors are maintaining the business with a pared down offering and minimal costs. |
Management continues to assess new opportunities and projects that fit the core business expertise with a view to generating future positive cash flows. |
The directors therefore consider it appropriate to once again prepare the accounts on the going concern basis. |
3. | TURNOVER |
The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the company. |
An analysis of turnover by class of business is given below: |
2023 | 2022 |
£ | £ |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
3. | TURNOVER - continued |
Revenue from contracts with customers |
Contract balances |
2023 | 2022 |
£ | £ |
Contract liabilities |
Current |
Contract liabilities | - | 274,537 |
4. | EMPLOYEES AND DIRECTORS |
2023 | 2022 |
£ | £ |
Wages and salaries | 1,191,354 | 13,067,709 |
Social security | 401,177 | 1,484,984 |
Pension | 197,168 | 268,281 |
2,527,256 | 14,820,974 |
The average number of employees during the year was as follows: |
2023 | 2022 |
Central | 4 | 29 |
Clinical Governance | 1 | 10 |
Finance | 3 | 5 |
HR | 1 | 10 |
Logistics | 1 | 11 |
Operations | 1 | 156 |
11 | 221 |
5. | DIRECTORS' EMOLUMENTS |
2023 | 2022 |
£ | £ |
Directors' remuneration |
Directors' pension contributions to money purchase schemes |
Compensation to director for loss of office |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes |
Information regarding the highest paid director is as follows: |
2023 | 2022 |
£ | £ |
Emoluments etc | 360,814 | 485,392 |
Pension contributions to money purchase schemes | 660 | 1,321 |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
6. | EXCEPTIONAL ITEMS |
2023 | 2022 |
Impairment of Assets | £ | £ |
Impairment of Fixed & ROU assets | 152,346 | 1,356,684 |
Impairment of stock re project screen | - | 948,925 |
Impairment of Oxsed loan | (25,386 | ) | 3,804,765 |
Total impairments | 126,960 | 6,110,374 |
Impairment of Liabilities | £ | £ |
Impairment of US $ loan | 1,666,356 | (12,875,547 | ) |
Impairment of HK loan | - | (1,758,996 | ) |
Impairment of GBP | 6,134,877 | (6,134,877 | ) |
Impairment of Loan notes | - | (10,043,711 | ) |
7,801,233 | (30,813,131 | ) |
Net impact on financial statements | 7,928,193 | (24,702,757 | ) |
The above assets and liabilities have been impaired as a result of the strategic decision to reduce operations in Europe, the Middle East and Africa.The company was able to partially repay some of the loan impaired in the prior year to the parent company. |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Bank interest |
Interest on property lease | 18,458 | 10,113 |
8. | (LOSS)/PROFIT BEFORE TAXATION |
The loss before taxation (2022 - profit before taxation) is stated after charging/(crediting): |
2023 | 2022 |
£ | £ |
Cost of inventories recognised as expense |
Leases | 61,867 | 131,576 |
Depreciation - owned assets |
Depreciation - assets on hire purchase contracts or finance leases |
Profit on disposal of fixed assets | ( |
) | ( |
) |
Development costs amortisation | - | 61,759 |
Auditors' remuneration |
Auditors' remuneration for non audit work |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
9. | TAXATION |
Analysis of tax expense |
2023 | 2022 |
£ | £ |
Current tax: |
Tax |
Total tax expense in income statement |
10. | TANGIBLE FIXED ASSETS |
Short |
leasehold |
£ |
COST |
At 1 January 2023 |
and 31 December 2023 |
DEPRECIATION |
At 1 January 2023 |
Charge for year |
Impairments |
At 31 December 2023 |
NET BOOK VALUE |
At 31 December 2023 |
At 31 December 2022 |
11. | INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 January 2023 | 56 |
Impairments | (55 | ) |
At 31 December 2023 | 1 |
NET BOOK VALUE |
At 31 December 2023 | 1 |
At 31 December 2022 | 56 |
Investments comprise an equity share in Oxsed Limited which is not publicly traded. The company is incorporated in the United Kingdom and the registered office is Kevan Pilling House, 1 Myrtle Street, Bolton, BL1 3AH |
The investment in Prenetics Africa Ltd, incorporated in South Africa has been written down to £NIL as the company has been formally dissolved. |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
12. | STOCKS |
2023 | 2022 |
£ | £ |
Stocks |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade debtors |
Deposits | 34,250 | 269,006 |
VAT |
Accrued income |
Prepayments |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Trade creditors |
Social security and other taxes |
VAT | - | 109,339 |
Lease liability | - | 74,147 |
Accruals and deferred income |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
2023 | 2022 |
£ | £ |
Lease liability | - | 360,885 |
As leases were ended during the year the leasehold liability was restated to £NIL. |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
16. | LEASING |
Right-of-use assets |
Tangible fixed assets |
2023 | 2022 |
£ | £ |
COST |
At 1 January 2023 | 644,431 | 1,611,109 |
Additions | - | 1,732 |
Impairments | - | (968,410 | ) |
644,431 | 644,431 |
DEPRECIATION |
At 1 January 2023 | 418,293 | 230,893 |
Charge for year | 73,342 | 210,926 |
Impairments | 152,796 | (23,526 | ) |
644,431 | 418,293 |
NET BOOK VALUE | - | 226,138 |
During the year the company came to an agreement to settle the lease up to the date of the lease break clause. |
The lease asset has therefore been impaired to £NIL. |
Other leases |
2023 | 2022 |
£ | £ |
Short-term leases | 61,867 | 131,576 |
All short and long term leases have now ended. |
17. | PROVISIONS FOR LIABILITIES |
2023 | 2022 |
£ | £ |
Other provisions |
Acquisition retention payments | 35,235 | 35,235 |
The provision relates to contingency payments arising from to the acquisition of subsidiaries. |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
A Ordinary | 1p | 51,696 | 51,696 |
B Ordinary | 1p | 25,071 | 25,071 |
76,767 | 76,767 |
Prenetics EMEA Ltd (Registered number: 08834823) |
Notes to the Financial Statements - continued |
for the Year Ended 31 December 2023 |
19. | RESERVES |
Retained |
earnings |
£ |
At 1 January 2023 |
Deficit for the year | ( |
) |
At 31 December 2023 |
20. | RELATED PARTY DISCLOSURES |
The company repaid £7,801,233 of previously impaired loans to the parent company. |
21. | EVENTS AFTER THE REPORTING PERIOD |
There are no material events after the reporting period, management continue to assess new opportunities and projects that fit the core business expertise with a view to generating future positive cash flows. |
22. | ULTIMATE CONTROLLING PARTY |
The Company is a wholly owned subsidiary of Prenetics Limited, a company incorporated in Hong Kong. |
Prenetics Limited is a wholly owned subsidiary of Prenetics Global Limited (NASDAQ: PRE), a company incorporated in the Cayman Islands. Prenetics Global Limited (NASDAQ: PRE) is regarded by the directors as the Company's ultimate parent company. |
Copies of the consolidated financial statements of Prenetics Global Limited are available at 7/F, K11 Atelier, 728 King's Road, Quarry Bay, Hong Kong. |