REGISTERED NUMBER: 09303800 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 30 April 2024 |
for |
Socius Pharma Limited |
REGISTERED NUMBER: 09303800 (England and Wales) |
Group Strategic Report, Report of the Directors and |
Consolidated Financial Statements for the Year Ended 30 April 2024 |
for |
Socius Pharma Limited |
Socius Pharma Limited (Registered number: 09303800) |
Contents of the Consolidated Financial Statements |
for the Year Ended 30 April 2024 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Directors | 6 |
Report of the Independent Auditors | 8 |
Consolidated Income Statement | 12 |
Consolidated Other Comprehensive Income Statement | 13 |
Consolidated Balance Sheet | 14 |
Company Balance Sheet | 15 |
Consolidated Statement of Changes in Equity | 16 |
Company Statement of Changes in Equity | 17 |
Consolidated Cash Flow Statement | 18 |
Notes to the Consolidated Cash Flow Statement | 19 |
Notes to the Consolidated Financial Statements | 21 |
Socius Pharma Limited |
Company Information |
for the Year Ended 30 April 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditor |
First Floor |
2 Chamberlain Square |
Birmingham |
B3 3AX |
Socius Pharma Limited (Registered number: 09303800) |
Group Strategic Report |
for the Year Ended 30 April 2024 |
The Directors present their Strategic Report of the company and the group for the year ended 30 April 2024. The comparative period for this Report is the year ended 30 April 2023. |
REVIEW OF BUSINESS |
The principal activity of the company is a holding company of a group. The group provides support to the NHS and pharmaceutical companies with the provision of nursing and pharmacy services to patients receiving treatment at home or in the community. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The Directors constantly review the risks and uncertainties in the market place and at entity level. The group operates in a niche market place which is driven by the general public's health needs. Whilst this remains a very competitive area, the business does not necessarily face the same level of risks and uncertainties as those experienced in the wider economy. |
The high cost of the drugs supplied to patients continues to put pressure on working capital management through these high growth periods. However, the balance sheet remains solvent and good cash management puts the group in a strong position to gain further market share in the future. |
FINANCIAL RISK MANAGEMENT |
The group and company's operations expose it to a variety of financial risks that include the effects of price risk, credit risk, liquidity risk and cash flow risk. |
The group and company has defined policies and procedures which set out specific guidelines to manage price risk, credit risk, liquidity risk and cash flow risk and the circumstances when it would be appropriate to use financial instruments to manage these. |
The company holds regular monthly meetings attended by various Directors or their representatives to discuss the current and future financial risk facing the company in accordance with the group's policies and appropriate decisions are made based on the market and business information available. |
PRICE RISK |
This arises on inventory purchases but the group aims to minimise risk through holding as little stock as possible, monitoring stock turn and reviewing prices regularly. |
CREDIT RISK |
This is the risk that one party to a financial instrument will cause a financial loss for that other party by failing to discharge an obligation. The group's credit policies aim to avoid this within its operations via the use of risk management tools and continuous monitoring of credit limits and trading patterns. |
LIQUIDITY RISK |
This arises when an entity encounters difficulty in meeting obligations. The group and company aims to mitigate risk by focussing on its working capital cycle and working to continuously reduce debtor and inventory days. |
CASH FLOW RISK |
This is the risk of exposure to variability in cash flows that is attributable to a particular risk associated with a recognised asset or liability. The group and company manages this risk through effective working capital management. |
Socius Pharma Limited (Registered number: 09303800) |
Group Strategic Report |
for the Year Ended 30 April 2024 |
DIRECTORS' STATEMENT OF COMPLIANCE WITH DUTY TO PROMOTE THE COMPANY'S SUCCESS |
We recognise the importance of our wider stakeholders in delivering our strategy and business sustainability and are conscious about our responsibilities and duties to our stakeholders under section 172 of the Companies Act 2006. |
Our customers |
Our customers are at the centre of everything that we do. We continue to focus on providing customers with quality products and services at competitive prices. |
Our employees |
We want the group to be a great place to work, where employees are empowered to make decisions and can develop their skills and capabilities to serve our customers' needs. Our colleagues rely on us to provide stable employment and opportunities to realise their potential in a working environment where they can be at their best. |
Our communities |
Our products, services and people are beneficial to the communities in which we operate. High standards of ethics and business conduct are an important part of being a responsible member of the communities in which we operate. |
The environment |
Our products, supply chain and operations all have an impact on the environment. We believe that, as a general matter, our policies, working practices and procedures are properly designed to prevent unreasonable risk of environmental damage, and of resulting financial liability, in connection with our business. We continually seek out opportunities to improve our environmental performance and to contribute to the well-being and sustainability of the areas in which we operate. |
Our shareholders |
We continue to create long-term, sustainable value for our shareholders by investing in our competitiveness in our chosen markets. |
Our suppliers |
We continue to develop and strengthen the partnerships we have with our suppliers to deliver great quality products and services to our customers at great value. |
EMPLOYEES |
Engagement with employees |
During the year, the directors and other members of the group's senior management have sought to keep employees updated with the group's strategy, performance and future objectives. Employees have been informally consulted through our annual Townhall Meetings, Team and Management Meetings and through our communication strategy on decisions that affect them including changes we make which affect how we work together through our values and processes which affect all our stakeholders. As a result of this engagement process and the Townhalls held with employees during the year the directors decided to introduce a Reward and Recognition programme and have supported various projects across the business to support engagement and operational efficiencies. |
Diversity |
The group employs a diverse range of people, from all ethnic origins, genders, religions, faiths, beliefs and |
with disabilities and medical conditions that require suitable consideration and seek to ensure that all it's employees are treated equally and fairly with regards to training, career development and promotion. |
Disability |
Every effort is made to retain and support employees who become disabled during their time working for the company and we continue to seek to remove physical barriers for disabled colleagues or applicants. |
Socius Pharma Limited (Registered number: 09303800) |
Group Strategic Report |
for the Year Ended 30 April 2024 |
ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS |
Stakeholder Relationships and Engagement |
Engaging with our stakeholders and continually working towards strengthening these relationships is fundamental to the long-term success of the group. We are focused on maintaining effective working relationships with all stakeholders, including shareholders, customers, suppliers, regulatory authorities and our employees. We align these stakeholder relationships with the group's purpose. This is evidenced by documents and practices such as the ethics guide, supplier code of conduct, and the whistle-blowing policy. We have developed strong relationships with both customers and suppliers by adopting contractual agreements and having approval processes in place. |
Equality, diversity and inclusion is at the heart of our purpose and values. Our defined behaviours ensure we continue to enhance our culture by valuing difference and fostering respect. |
Corporate Social Responsibility |
Our Corporate Social Responsibility strategy reflects our commitment to our patients, our customers, our colleagues, the environment, the community, and ethical behaviour. |
We have an ongoing commitment to operate in a socially responsible way. We conduct our business fairly and honestly and recognise that the long-term health of our organisation is directly connected to the health of the environment and local communities. We focus on supporting a sustainable society by sourcing where possible environmental solutions that minimise our footprint and follow our internal environmental policy. We are committed to ensuring that any business growth or change has minimal environmental impact and that all activities are conducted by well-trained and appropriately qualified employees. |
The group is increasing commitment to place environmental and social purpose at the heart of the business and has made significant progress in developing its ESG programme. |
KEY PERFORMANCE INDICATORS |
The majority of the group's key performance indicators for the year were significantly improved due to the group's growth, and were as follows: |
2024 | 2023 | Movement |
Turnover | £705,675k | £460,281k | Increased by £245,394k |
Gross profit | £32,625k | £19,265k | Increased by £13,360k |
Gross margin | 4.6% | 4.2% | Increased by 40 bps |
Operating profit | £6,223k | £3,587k | Increased by £2,636k |
Equity shareholders' funds | £3,999k | £2,229k | Increased by £1,770k |
Average number of employees |
433 |
263 |
Increased by 170 employees |
CO2 Intensity | 0.117 TCO2/£m | 0.400 TCO2/£m | Decreased by 71% |
POST BALANCE SHEET EVENTS |
In May 2024, Healthnet Homecare (UK) Limited, a subsidiary of the group purchased 100% of the ordinary share capital of Healthcare Anywhere Limited for £140,000. Global Orphan Limited, a fellow subsidiary company, owned 50% of the ordinary share capital at the date of purchase and received £70,000 in return for its shares. |
On 29 October 2024, the entire share capital of the Socius Pharma Group was purchased by Apollo 2024 Bidco Limited, the ultimate parent company of which is Apollo 2024 Topco Limited. Additional information can be found in the post balance events sheet note and the ultimate controlling party note. |
Socius Pharma Limited (Registered number: 09303800) |
Group Strategic Report |
for the Year Ended 30 April 2024 |
FUTURE OUTLOOK |
The company and group are driven by the belief that the future of patient care will be increasingly delivered in the community and will be enabled through partnerships with the NHS and pharmaceutical companies. The group has built its structure, operations and philosophy with the patient firmly at the centre and believes it is in a strong position for the future. |
ON BEHALF OF THE BOARD: |
Socius Pharma Limited (Registered number: 09303800) |
Report of the Directors |
for the Year Ended 30 April 2024 |
The Directors present their report with the financial statements of the company and the group for the year ended 30 April 2024. The comparative period for this report is the year ended 30 April 2023. |
DIVIDENDS |
No dividends will be distributed in the year ended 30 April 2024 (2023: £nil). |
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 |
Other changes in directors holding office are as follows: |
GOING CONCERN |
The financial statements have been prepared on a going concern basis. The company's and group's business activities, together with the factors likely to affect its future developments, performance and position are set out in the Strategic Report. The directors have prepared a going concern assessment based on forecasts for a period up to April 2026, including realistic downside scenarios. |
After making enquiries, the directors have a reasonable expectation that the company and group has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the financial statements. |
STREAMLINED ENERGY AND CARBON REPORTING |
Compliance Overview |
This report covers Healthnet Homecare (UK) Limited the group's principal trading subsidiary for the financial year 1 May 2023 to 30 April 2024. None of the group's other subsidiaries or the parent company met the requirements for Streamlined Energy and Carbon Reporting and therefore they are excluded from this report. |
The report details annual GHG emissions (Scope 1 & 2) from activities for which the company is directly responsible. Having considered the potential benchmark metrics, we have concluded that company turnover is appropriate to achieve a benchmark that provides a reliable comparison, year on year. |
Healthnet Homecare (UK) Limited has buildings in Swadlincote and Featherstone. The key environmental risks identified include waste management, provision of utilities, carbon footprint and emissions reduction. Healthnet Homecare (UK) Limited is committed to creating a sustainable future, whilst maintaining the environment and monitoring the impact of these risks. |
Methodology and Estimates |
The methodology used to calculate total energy consumption and carbon emissions has been through the extraction of consumption data from invoices and meter reads for the financial years stated. Where data was not available, estimates have been calculated using historical profiles and details kept in the evidence pack. Energy and fuel consumption has been converted to carbon (TCO2e) using 2023 Government published conversion factors |
(Greenhouse gas reporting: conversion factors 2023). |
Energy usage and carbon emissions |
Primary intensity metric: Turnover |
CO2e Units: Tonnes |
2024 | 2023 |
CO2 | 170.60 Tonnes | 183.95Tonnes |
CO2 Intensity | 0.117 TCO2/£m | 0.400 TCO2/£m |
Energy consumed |
702,373 kWh |
853,925 kWh |
Energy performance benchmarking |
Socius Pharma Limited (Registered number: 09303800) |
Report of the Directors |
for the Year Ended 30 April 2024 |
Healthnet Homecare (UK) Limited's performance has improved hugely, from 0.400 CO2e per £m of turnover, to 0.117 kWh/£m. This is primarily explained by a large increase in turnover between the financial years, but is also improved by a large decrease in diesel and petrol consumption. |
Energy efficiency action taken |
Healthnet Homecare (UK) Limited has already taken the necessary steps to show their commitment to reducing GHG emissions, by: installing 100% LED lighting across all sites, EV charger installed at the main site and working towards having an 100% electric company car fleet. Solar panels have been installed at all office buildings helping the business work towards energy decarbonisation. |
DISCLOSURE IN THE STRATEGIC REPORT |
As permitted by Paragraph 1A of Schedule 7 to the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulations 2008, certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report. These matters relate to the future developments of the company, its business relationships with stakeholders, employee information and financial risk management. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the Group 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 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the group and of the profit or loss of the group 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; |
- | state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements; |
- | 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information. |
AUDITORS |
On 1 June 2024 Mazars LLP changed its name to Forvis Mazars LLP. The auditors, Forvis Mazars 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 |
Socius Pharma Limited |
Opinion |
We have audited the financial statements of Socius Pharma Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024, which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income Statement, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement, Notes to the Consolidated Cash Flow Statement 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 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). |
_ |
In our opinion the financial statements: |
- give a true and fair view of the state of the Group and Parent Company's affairs as at 30 April 2024 and of its profit 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent 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. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the director's 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 Group's and the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 other information comprises the information included in the Group Strategic Report, Report of the Directors and consolidated financial statements, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information contained within the Group Strategic Report and Report of the Directors. 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. |
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 course of 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 |
Socius Pharma Limited |
Matters on which we are required to report by exception |
In the light of our knowledge and understanding of the Group and Parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and 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 by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or |
- the Parent Company 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 6, 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 is 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 Group's and Parent 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 Group or the Parent Company or to cease operations, or have no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Socius Pharma Limited |
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 an auditor's report 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. |
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. |
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. |
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: |
- Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in |
compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; |
- Inspecting correspondence, if any, with relevant licensing or regulatory authorities; |
- Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006. |
In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. |
Our audit procedures in relation to fraud included but were not limited to: |
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; |
- Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
- Discussing amongst the engagement team the risks of fraud; and |
- Addressing the risks of fraud through management override of controls by performing journal entry testing. |
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
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 auditor's report. |
Report of the Independent Auditors to the Members of |
Socius Pharma Limited |
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 an auditor's report 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 |
Chartered Accountants and Statutory Auditor |
First Floor |
2 Chamberlain Square |
Birmingham |
B3 3AX |
Socius Pharma Limited (Registered number: 09303800) |
Consolidated Income Statement |
for the Year Ended 30 April 2024 |
30.4.24 | 30.4.23 |
Notes | £'000 | £'000 | £'000 | £'000 |
TURNOVER | 3 | 705,675 | 460,281 |
Cost of sales | 673,050 | 441,016 |
GROSS PROFIT | 32,625 | 19,265 |
Distribution costs | 10,265 | 6,942 |
Administrative expenses | 16,150 | 8,736 |
26,415 | 15,678 |
6,210 | 3,587 |
Other operating income | 13 | - |
OPERATING PROFIT | 5 | 6,223 | 3,587 |
Interest receivable and similar income | 1 | - |
6,224 | 3,587 |
Interest payable and similar expenses | 6 | 580 | 225 |
PROFIT BEFORE TAXATION | 5,644 | 3,362 |
Tax on profit | 7 | 1,945 | 834 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 1,770 | 1,307 |
Non-controlling interests | 1,929 | 1,221 |
3,699 | 2,528 |
Socius Pharma Limited (Registered number: 09303800) |
Consolidated Other Comprehensive Income Statement |
for the Year Ended 30 April 2024 |
30.4.24 | 30.4.23 |
Notes | £'000 | £'000 |
PROFIT FOR THE YEAR | 3,699 | 2,528 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
3,699 |
2,528 |
Total comprehensive income attributable to: |
Owners of the parent | 1,770 | 1,307 |
Non-controlling interests | 1,929 | 1,221 |
3,699 | 2,528 |
Socius Pharma Limited (Registered number: 09303800) |
Consolidated Balance Sheet |
30 April 2024 |
30.4.24 | 30.4.23 |
Notes | £'000 | £'000 | £'000 | £'000 |
FIXED ASSETS |
Intangible assets | 9 | 7,183 | 4,187 |
Tangible assets | 10 | 5,981 | 2,516 |
Investments | 11 |
Interest in associate | - | 100 |
13,164 | 6,803 |
CURRENT ASSETS |
Stocks | 12 | 36,439 | 18,376 |
Debtors | 13 | 129,947 | 62,106 |
Cash at bank and in hand | 11,849 | 5,664 |
178,235 | 86,146 |
CREDITORS |
Amounts falling due within one year | 14 | 181,433 | 87,830 |
NET CURRENT LIABILITIES | (3,198 | ) | (1,684 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
9,966 |
5,119 |
CREDITORS |
Amounts falling due after more than one year | 15 | (560 | ) | (172 | ) |
PROVISIONS FOR LIABILITIES | 19 | (1,118 | ) | (358 | ) |
NET ASSETS | 8,288 | 4,589 |
CAPITAL AND RESERVES |
Called up share capital | 20 | - | - |
Retained earnings | 21 | 3,999 | 2,229 |
SHAREHOLDERS' FUNDS | 3,999 | 2,229 |
NON-CONTROLLING INTERESTS | 22 | 4,289 | 2,360 |
TOTAL EQUITY | 8,288 | 4,589 |
The financial statements were approved by the Board of Directors and authorised for issue on 16 January 2025 and were signed on its behalf by: |
K Hinton - Director |
Socius Pharma Limited (Registered number: 09303800) |
Company Balance Sheet |
30 April 2024 |
30.4.24 | 30.4.23 |
Notes | £'000 | £'000 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES | - | - |
Company's profit for the financial year | - | - |
The financial statements were approved by the Board of Directors and authorised for issue on |
Socius Pharma Limited (Registered number: 09303800) |
Consolidated Statement of Changes in Equity |
for the Year Ended 30 April 2024 |
Retained | Non-controlling | Total |
earnings | Total | interests | equity |
£'000 | £'000 | £'000 | £'000 |
Balance at 1 May 2022 | 922 | 922 | 1,139 | 2,061 |
Changes in equity |
Profit for the year | 1,307 | 1,307 | 1,221 | 2,528 |
Total comprehensive income | 1,307 | 1,307 | 1,221 | 2,528 |
Balance at 30 April 2023 | 2,229 | 2,229 | 2,360 | 4,589 |
Changes in equity |
Profit for the year | 1,770 | 1,770 | 1,929 | 3,699 |
Total comprehensive income | 1,770 | 1,770 | 1,929 | 3,699 |
Balance at 30 April 2024 | 3,999 | 3,999 | 4,289 | 8,288 |
Socius Pharma Limited (Registered number: 09303800) |
Company Statement of Changes in Equity |
for the Year Ended 30 April 2024 |
Retained | Total |
earnings | equity |
£'000 | £'000 |
Changes in equity |
Balance at 30 April 2023 |
Changes in equity |
Balance at 30 April 2024 |
Socius Pharma Limited (Registered number: 09303800) |
Consolidated Cash Flow Statement |
for the Year Ended 30 April 2024 |
30.4.24 | 30.4.23 |
Notes | £'000 | £'000 |
Cash flows from operating activities |
Cash generated from operations | 1 | (1,594 | ) | 9,510 |
Interest paid | (560 | ) | (225 | ) |
Interest element of hire purchase payments paid |
(20 |
) |
- |
Tax paid | (882 | ) | (531 | ) |
Net cash from operating activities | (3,056 | ) | 8,754 |
Cash flows from investing activities |
Purchase of tangible fixed assets | (3,579 | ) | (1,411 | ) |
Sale of tangible fixed assets | 22 | - |
Sale of fixed asset investments | 100 | - |
Acquisition of subsidiary | (4,052 | ) | - |
Cash acquired with subsidiary | 372 | - |
Interest received | 1 | - |
Net cash from investing activities | (7,136 | ) | (1,411 | ) |
Cash flows from financing activities |
New loans in year | - | 184 |
Increase in invoice financing and loans | 16,465 | (8,189 | ) |
Amount withdrawn by directors | (88 | ) | (103 | ) |
Net cash from financing activities | 16,377 | (8,108 | ) |
Increase/(decrease) in cash and cash equivalents | 6,185 | (765 | ) |
Cash and cash equivalents at beginning of year |
2 |
5,664 |
6,429 |
Cash and cash equivalents at end of year | 2 | 11,849 | 5,664 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 April 2024 |
1. | RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Profit before taxation | 5,644 | 3,362 |
Depreciation charges | 1,215 | 583 |
Loss on disposal of fixed assets | 18 | - |
Goodwill amortisation | 914 | 524 |
Finance costs | 580 | 225 |
Finance income | (1 | ) | - |
8,370 | 4,694 |
Increase in stocks | (18,063 | ) | (3,676 | ) |
Increase in trade and other debtors | (64,455 | ) | (10,673 | ) |
Increase in trade and other creditors | 72,554 | 19,165 |
Cash generated from operations | (1,594 | ) | 9,510 |
2. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 30 April 2024 |
30.4.24 | 1.5.23 |
£'000 | £'000 |
Cash and cash equivalents | 11,849 | 5,664 |
Year ended 30 April 2023 |
30.4.23 | 1.5.22 |
£'000 | £'000 |
Cash and cash equivalents | 5,664 | 6,429 |
3. | ANALYSIS OF CHANGES IN NET FUNDS/(DEBT) |
At 1.5.23 | Cash flow | At 30.4.24 |
£'000 | £'000 | £'000 |
Net cash |
Cash at bank and in hand | 5,664 | 6,185 | 11,849 |
5,664 | 6,185 | 11,849 |
Debt |
Finance leases | (184 | ) | (640 | ) | (824 | ) |
Debts falling due within 1 year | (5,387 | ) | (16,649 | ) | (22,036 | ) |
Debts falling due after 1 year | (21 | ) | (4 | ) | (25 | ) |
(5,592 | ) | (17,293 | ) | (22,885 | ) |
Total | 72 | (11,108 | ) | (11,036 | ) |
4. | ACQUISITION OF BUSINESS |
During the year, the group acquired L F & E Refrigerated Transport Limited. Further information on the acquisition is set out in note 28. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Cash Flow Statement |
for the Year Ended 30 April 2024 |
5. | NON CASH TRANSACTIONS |
The Group acquired tangible assets under finance leases of £394k (2023: £220k) in the year. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements |
for the Year Ended 30 April 2024 |
1. | STATUTORY INFORMATION |
Socius Pharma Limited is a |
2. | ACCOUNTING POLICIES |
Statement of compliance and summary of significant accounting policies |
Statement of compliance |
The financial statements of Socius Pharma Limited have been prepared in compliance with United Kingdom Accounting Standards, including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland' ('FRS 102') and the Companies Act 2006. |
The company's functional and presentational currency is the Pound Sterling rounded to the nearest thousand pounds (£ ). |
Summary of significant accounting policies |
Basis of accounting |
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated. The Company has adopted FRS 102 in these financial statements. |
These financial statements are prepared on a going concern basis, under the historical cost convention, with the exception of certain financial assets and liabilities being measured at fair value through the Income Statement. |
The consolidated financial statements incorporate the financial statements of the Company and all Group undertakings. These are adjusted, where appropriate, to conform to Group accounting policies. Acquisitions are accounted for under the acquisition method and goodwill on consolidation is capitalised and amortised. The results of companies acquired or disposed of are included in the Consolidated Income Statement after or up to the date that control passes respectively. |
Going concern |
The financial statements have been prepared on a going concern basis. The Company's and Group's business activities, together with the factors likely to affect its future developments, performance and position are set out in the Strategic Report. The directors have prepared a going concern assessment based on forecasts for a period up to April 2026, including realistic downside scenarios. |
After making enquiries, the directors have a reasonable expectation that the Company and Group has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis in preparing the financial statements. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Critical accounting judgements and key sources of estimation uncertainty |
The preparation of the financial statements in conformity with generally accepted accounting principles requires the Directors to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reported period. Actual results in the future could differ from those estimates. In this regard, the Directors believe that there are no critical accounting policies where judgements or estimations are necessarily applied in the financial statements. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: |
Sale of goods |
Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
- the Company has transferred the significant risks and rewards of ownership to the buyer; |
- the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
- the amount of revenue can be measured reliably; |
- it is probable that the Company will receive the consideration due under the transaction; and |
- the costs incurred in respect of the transaction can be measured reliably. |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- the amount of revenue can be measured reliably; |
- it is probable that the Company will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
- the costs incurred and the costs to complete the contract can be measured reliably. |
Goodwill |
Goodwill is the difference between the amount paid on the acquisition of a business and the aggregate fair value of its separable net assets acquired. Goodwill is capitalised and is written off in equal annual instalments over its estimated economic life of 10 years. Goodwill is reviewed annually for impairment. |
Tangible fixed assets |
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. |
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives as follows: |
Long-term leasehold property - over the term of the lease |
Short-term leasehold property - over the term of the lease |
Plant and machinery - 2 to 10 years straight line |
Fixtures and fittings - 5 to 7 years straight line |
Computer equipment - 3 to 5 years straight line |
Motor vehicles - 4 to 5 years straight line |
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. |
Fixed assets are reviewed for any indication that the asset may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the Consolidated Income Statement. |
Gains and losses on disposal are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Income Statement. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
2. | ACCOUNTING POLICIES - continued |
Investments in associates |
Investments in subsidiary and associate undertakings are recognised at cost less impairment. |
Investments in subsidiary and associate undertakings are reviewed for any indication that they may be impaired at each balance sheet date. If such indication exists, the recoverable amount of the asset, is estimated and compared to the carrying amount. Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the Statement of Comprehensive Income. |
Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is based on the cost of purchase on a first in, first out basis. |
At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Income Statement. |
Financial instruments |
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties and loans to related parties. |
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated Income Statement. |
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under contract. |
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date. |
Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date, except that: |
- The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and |
- Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. |
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future deductions available to them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. |
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. |
Finance and borrowing costs |
Rentals paid under operating leases are charged to the Consolidated Income Statement on a straight line basis over the period of the lease. |
Finance costs are charged to the Consolidated Income Statement over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
All borrowing costs are recognised in the Consolidated Income Statement in the year in which they are incurred. |
Pension costs and other post-retirement benefits |
The Group operates a defined contribution pension scheme. Contributions payable to the Group's pension scheme are charged to the Consolidated Income Statement in the period to which they relate. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations. |
The contributions are recognised as an expense in the Consolidated Income Statement when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds. |
Debtors and creditors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Short term creditors are measured at the transaction price. Other financial liabilities including bank loans are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty or notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
Distributions to equity holders |
Dividends and other distributions to the Company's shareholders are recognised as a liability in the financial statements in the period in which the dividends and other distributions are approved by the Company's shareholders. These amounts are recognised in the statement of changes in equity. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
3. | TURNOVER |
The turnover and profit before taxation are attributable to the principal activities of the group. |
An analysis of turnover by class of business is given below: |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Sale of goods | 662,125 | 433,237 |
Rendering of services | 38,059 | 27,044 |
Refrigerated transport | 5,491 | - |
705,675 | 460,281 |
An analysis of turnover by geographical market is given below: |
30.4.24 | 30.4.23 |
£'000 | £'000 |
United Kingdom | 705,675 | 460,281 |
705,675 | 460,281 |
4. | EMPLOYEES AND DIRECTORS |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Wages and salaries | 18,561 | 9,756 |
Social security costs | 2,046 | 1,065 |
Other pension costs | 527 | 507 |
21,134 | 11,328 |
The average number of employees during the year was as follows: |
30.4.24 | 30.4.23 |
Management and administration | 57 | 36 |
Production, sales and distribution | 285 | 227 |
Drivers | 91 | - |
30.4.24 | 30.4.23 |
£ | £ |
Directors' remuneration | 754,671 | 1,075,600 |
Directors' pension contributions to money purchase schemes | 79,063 | 25,000 |
The number of directors to whom retirement benefits were accruing was as follows: |
Money purchase schemes | 2 | - |
Information regarding the highest paid director is as follows: |
30.4.24 | 30.4.23 |
£ | £ |
Emoluments etc | 410,121 | 565,600 |
Pension contributions to money purchase schemes | 29,479 | 25,000 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging: |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Hire of plant and machinery | 1,764 | - |
Other operating leases | 631 | 216 |
Depreciation - owned assets | 1,215 | 583 |
Loss on disposal of fixed assets | 18 | - |
Goodwill amortisation | 914 | 524 |
Auditors' remuneration | 50 | 35 |
Auditors remuneration includes £40k (2023: £25k) in relation to other services being the audit of the company's subsidiaries. |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Bank interest | 539 | 224 |
Bank loan interest | 18 | - |
Corporation tax interest |
payable | 2 | - |
Loan | 1 | 1 |
Hire purchase | 20 | - |
580 | 225 |
7. | TAXATION |
Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Current tax: |
UK corporation tax | 1,372 | 592 |
Deferred tax | 573 | 242 |
Tax on profit | 1,945 | 834 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
7. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Profit before tax | 5,644 | 3,362 |
Profit multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19.493 %) |
1,411 |
655 |
Effects of: |
Expenses not deductible for tax purposes | 120 | 12 |
Capital allowances in excess of depreciation | - | (21 | ) |
Depreciation in excess of capital allowances | 76 | - |
Adjustments to tax charge in respect of previous periods | 15 | - |
Goodwill amortisation | 229 | 102 |
Change in tax rates | 14 | 86 |
Other items not deductible for tax purposes | 80 | - |
Total tax charge | 1,945 | 834 |
8. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£'000 |
COST |
At 1 May 2023 | 5,234 |
Additions | 3,910 |
At 30 April 2024 | 9,144 |
AMORTISATION |
At 1 May 2023 | 1,047 |
Amortisation for year | 914 |
At 30 April 2024 | 1,961 |
NET BOOK VALUE |
At 30 April 2024 | 7,183 |
At 30 April 2023 | 4,187 |
The addition to goodwill arose on the acquisition of L F & E Refrigerated Transport Limited. For further information see note 27. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
10. | TANGIBLE FIXED ASSETS |
Group |
Short | Long | Plant and |
leasehold | leasehold | machinery |
£'000 | £'000 | £'000 |
COST |
At 1 May 2023 | - | 122 | 232 |
Additions | 363 | - | 382 |
Disposals | - | - | (28 | ) |
Acquired on acquisition | 316 | - | 208 |
Reclassification/transfer | 122 | (122 | ) | - |
At 30 April 2024 | 801 | - | 794 |
DEPRECIATION |
At 1 May 2023 | - | 13 | 16 |
Charge for year | 94 | - | 81 |
Eliminated on disposal | - | - | (7 | ) |
Reclassification/transfer | 13 | (13 | ) | - |
At 30 April 2024 | 107 | - | 90 |
NET BOOK VALUE |
At 30 April 2024 | 694 | - | 704 |
At 30 April 2023 | - | 109 | 216 |
Fixtures |
and | Motor | Computer |
fittings | vehicles | equipment | Totals |
£'000 | £'000 | £'000 | £'000 |
COST |
At 1 May 2023 | 683 | 220 | 2,235 | 3,492 |
Additions | 331 | 472 | 2,031 | 3,579 |
Disposals | - | (35 | ) | (21 | ) | (84 | ) |
Acquired on acquisition | 41 | 448 | 128 | 1,141 |
Reclassification/transfer | - | - | - | - |
At 30 April 2024 | 1,055 | 1,105 | 4,373 | 8,128 |
DEPRECIATION |
At 1 May 2023 | 163 | 21 | 763 | 976 |
Charge for year | 140 | 195 | 705 | 1,215 |
Eliminated on disposal | - | (24 | ) | (13 | ) | (44 | ) |
Reclassification/transfer | - | - | - | - |
At 30 April 2024 | 303 | 192 | 1,455 | 2,147 |
NET BOOK VALUE |
At 30 April 2024 | 752 | 913 | 2,918 | 5,981 |
At 30 April 2023 | 520 | 199 | 1,472 | 2,516 |
Included within net book value is £917k (2023: £199k) relating to assets held under finance lease and hire purchase agreements. The depreciation charged to the Statement of Comprehensive Income in the year on these assets was £370k (2023: £21k). |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
11. | FIXED ASSET INVESTMENTS |
Group |
Interest |
in |
associate |
£'000 |
COST |
At 1 May 2023 | 100 |
Disposals | (100 | ) |
At 30 April 2024 | - |
NET BOOK VALUE |
At 30 April 2024 | - |
At 30 April 2023 | 100 |
Company |
£'000 |
Cost as at 1 May 2023 and 30 April 2024 | - |
The share capital of subsidiary undertakings is designated as ordinary shares. Unless stated, all shareholdings represent 100% of the equity and the voting rights. |
Subsidiary undertaking |
Activity |
Country of incorporation |
Registered office |
Global Orphan Associates Limited | Holding company | England & Wales | (1 | ) |
Global Orphan Limited* (80%) |
Consultancy and pharmacy services |
England & Wales |
(1 |
) |
Healthnet Homecare Limited* (75%) | Holding company | England & Wales | (1 | ) |
Healthnet Homecare (UK) Limited* (75%) |
Nursing and pharmacy services |
England & Wales |
(1 |
) |
L F & E Refigerated Transport Limited *(75%) |
Transportation services |
England & Wales |
(2 |
) |
(*) Held by a subsidiary undertaking |
(1) Unit 1 & 2 Alfred Eley close, swadlincote, DE11 0WU |
(2) Ripley House, Ripley Drive, Normanton, West Yorkshire, WF6 1QT |
12. | STOCKS |
Group |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Finished goods | 36,439 | 18,376 |
The total inventory charged as an expense in the year amounted to £659,999k (2023: £432,008k). |
There is no material difference between the replacement cost of stocks and their balance sheet amounts. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Trade debtors | 103,299 | 52,037 |
Other debtors | 567 | 17 |
Directors' current accounts | 191 | 103 |
Social security and other |
taxes | - | 6,067 |
VAT | 12,684 | - |
Prepayments and accrued income | 13,206 | 3,882 |
129,947 | 62,106 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Bank loans, overdrafts and invoice financing (see note 16) | 22,027 |
5,377 |
Other loans (see note 16) | 9 | 10 |
Hire purchase contracts (see note 17) | 289 | 33 |
Trade creditors | 146,582 | 79,823 |
Tax | 656 | 166 |
Social security and other taxes | 591 | 267 |
VAT | - | 16 |
Other creditors | 352 | 242 |
Accruals and deferred income | 10,927 | 1,893 |
Accrued expenses | - | 3 |
181,433 | 87,830 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Bank loans and invoice financing (see note 16) | 13 |
- |
Other loans (see note 16) | 12 | 21 |
Hire purchase contracts (see note 17) | 535 | 151 |
560 | 172 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
16. | LOANS, OVERDRAFTS AND |
INVOICE FINANCING |
An analysis of the maturity of loans, overdrafts and invoice financing is given below: |
Group |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Amounts falling due within one year or on | demand: |
Bank loans | 8 | - |
Invoice financing | 22,019 | 5,377 |
Other loans | 9 | 10 |
22,036 | 5,387 |
Amounts falling due between one and two | years: |
Bank loans - 1-2 years | 10 | - |
Other loans - 1-2 years | 10 | 9 |
20 | 9 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | 3 | - |
Other loans - 2-5 years | 2 | 12 |
5 | 12 |
Invoice financing is secured over the trade debtors of the Group and incurs interest at a commercial rate linked to bank base rate. |
Other loans are unsecured and incur interest at 2.5%. |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Hire purchase contracts |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Net obligations repayable: |
Within one year | 289 | 33 |
Between one and five years | 535 | 151 |
824 | 184 |
Group |
Non-cancellable operating | leases |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Within one year | 4,983 | 309 |
Between one and five years | 10,246 | 1,544 |
In more than five years | 1,146 | 220 |
16,375 | 2,073 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
18. | FINANCIAL INSTRUMENTS |
Carrying amounts |
The carrying amounts of the Group's financial instruments are as follows: |
a) Financial assets |
2024 | 2023 |
£'000 | £'000 |
Bank and cash | 11,849 | 5,664 |
Debt instruments measured at amortised cost |
Trade debtors | 103,299 | 52,037 |
Other debtors | 567 | 120 |
Equity instruments measured at cost less impairment |
Fixed asset unlisted investments | - | 100 |
b) Financial liabilities |
2024 | 2023 |
£'000 | £'000 |
Measured at amortised cost |
Loans, hire purchase contracts, overdrafts and invoice financing | 22,885 | 5,592 |
Trade creditors | 146,582 | 79,823 |
Accruals and other creditors | 11,282 | 2,138 |
c) Income and expense |
The income, expenses, net gains and net losses attributable the Group's financial instruments are summarised as follows: |
2024 | 2023 |
£'000 | £'000 |
Income and expense |
Financial assets measured at amortised cost | 1 | - |
Financial liabilities measured at amortised cost (including interest) | 580 | 225 |
Net gains and losses |
Financial assets measured at amortised cost | - | - |
Financial liabilities measured at amortised cost | - | - |
The total interest income and interest expense for financial liabilities that are not measured at fair value through profit or loss was £579k (2023: £225k). |
19. | PROVISIONS FOR LIABILITIES |
Group |
30.4.24 | 30.4.23 |
£'000 | £'000 |
Deferred tax | 1,115 | 358 |
Other provisions | 3 | - |
Aggregate amounts | 1,118 | 358 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
19. | PROVISIONS FOR LIABILITIES - continued |
Group |
Deferred |
tax | Dilapidationsprovision |
£'000 | £'000 |
Balance at 1 May 2023 | 358 | - |
Provided during year | 573 | 3 |
Acquired with subsidiary | 184 | - |
Balance at 30 April 2024 | 1,115 | 3 |
The deferred tax liability relates to accelerated capital allowances. Whilst it is anticipated that an element of the deferred tax liability with reverse during the 12 months following the Statement of financial position date, at present it is not possible to accurately quantify the value. |
20. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.4.24 | 30.4.23 |
value: | £'000 | £'000 |
Ordinary shares | £0.01 | - | - |
21. | RESERVES |
Group |
Retained |
earnings |
£'000 |
At 1 May 2023 | 2,229 |
Profit for the year | 1,770 |
At 30 April 2024 | 3,999 |
Company |
Retained |
earnings |
£'000 |
Profit for the year |
At 30 April 2024 |
The retained earnings reserve represents cumulative profits and losses. |
22. | NON-CONTROLLING INTERESTS |
20.0% of the share capital of Global Orphan Limited is not held by the Group. |
24.9% of the issued share capital of Healthnet Homecare Limited and Healthnet Homecare (UK) Limited is not held by the Group. |
23. | PENSION COMMITMENTS |
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £1,136k (2023: £507k). Contributions totalling £176k (2023: £57k) were payable to the fund at the reporting date and are included in creditors. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
24. | ULTIMATE PARENT COMPANY |
As a result of the transaction described in the post balance sheet event note, on 29 October 2024, Apollo 2024 Topco Limited became company's ultimate parent company and CBPE Capital LLP became its ultimate controlling entity. Copies of Apollo 2024 Topco Limited’s financial statements can be obtained from Companies House. |
25. | DIRECTORS' ADVANCES, CREDITS AND GUARANTEES |
The following advances and credits to directors subsisted during the years ended 30 April 2024 and 30 April 2023: |
30.4.24 | 30.4.23 |
£'000 | £'000 |
K Hinton |
Balance outstanding at start of year | 95 | (8 | ) |
Amounts advanced | 88 | 103 |
Amounts repaid | - | - |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 183 | 95 |
M A Gordon |
Balance outstanding at start of year | 8 | 8 |
Amounts repaid | - | - |
Amounts written off | - | - |
Amounts waived | - | - |
Balance outstanding at end of year | 8 | 8 |
Directors advances are interest free and repayable on demand. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
26. | RELATED PARTY DISCLOSURES |
During the period, transactions with Directors' totalled £88k (2023: £103k), with £191k (2023: £103k owed by Directors at 30 April 2024. |
During the year, the Group entered into transactions, in the ordinary course of business, with non-wholly owned group entities and related parties. Transactions entered into and trading balances outstanding as at 30 April 2024 were as follows: |
Sales |
Purchases |
Amounts due |
Amounts owed |
£'000 | £'000 | £'000 | £'000 |
Healthnet Homecare (UK) Limited |
Healthnet Homecare Limited | - | - | 2,746 | - |
Global Orphan Limited | - | - | 6,688 | - |
Healthcare Anywhere Limited | 141 | 179 | 120 | 58 |
L F & E Refrigerated Transport Limited | 300 | 6,739 | - | 574 |
Healthnet Homecare Limited |
Healthnet Homecare (UK) Limited | - | - | - | 2,746 |
Healthcare Anywhere Limited |
Healthcare Homecare (UK) Limited | 179 | 141 | 58 | 120 |
Global Orphan Limited |
Healthnet Homecare (UK) Limited | - | - | - | 6,688 |
L F & E Refrigerated Transport Limited |
Healthnet Homecare (UK) Limited | 6,739 | 300 | 574 | - |
Transactions entered into and trading balances outstanding as at 30 April 2023 were as follows: |
Sales |
Purchases |
Amounts due |
Amounts owed |
£'000 | £'000 | £'000 | £'000 |
Healthnet Homecare (UK) Limited |
Healthnet Homecare Limited | - | - | 2,715 | - |
Global Orphan Limited | - | - | 6,365 | - |
Healthcare Anywhere Limited | 40 | 96 | 4 | 26 |
Healthnet Homecare Limited |
Healthnet Homecare (UK) Limited | - | - | - | 2,715 |
Healthcare Anywhere Limited |
Healthcare Homecare (UK) Limited | 152 | - | 7 | - |
Apoteke Consulting | - | 33 | - | - |
Partizan | - | 154 | - | 11 |
Global Orphan Limited |
Healthnet Homecare (UK) Limited | - | - | - | 6,365 |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
27. | POST BALANCE SHEET EVENTS |
In May 2024, Healthnet Homecare (UK) Limited, a subsidiary of the company purchased 100% of the ordinary share capital of Healthcare Anywhere Limited for £140,000. Global Orphan Limited, a fellow subsidiary company, owned 50% of the ordinary share capital at the date of purchase and received £70,000 in return for its shares. |
On the 29 October 2024, Apollo 2024 Bidco Limited purchased 100% of the ordinary share capital of Socius Pharma Limited, 490 A ordinary shares and 2,000 B ordinary shares in Global Orphan Limited and 227 B ordinary shares of Healthnet Homecare Limited. Apollo 2024 Bidco Limited is wholly owned by Apollo 2024 Holdco Limited, which is in turn wholly owned by Apollo 2024 Midco Limited, which is in turn wholly owned by Apollo 2024 Topco Limited. As a result of the purchase Apollo 2024 Topco Limited owns the entire issued share capital of the Group. Apollo 2024 Topco Limited is majority owned by CBPE Capital Fund X LP, and accordingly CBPE Capital LLP became the company's ultimate controlling entity at that date. |
On 29 October 2024, a charge was entered into with Barclays Bank plc with fixed and floating charges over the property and undertakings of the company and which contains a negative pledge. Details of the charge can be obtained from Companies House. |
Socius Pharma Limited (Registered number: 09303800) |
Notes to the Consolidated Financial Statements - continued |
for the Year Ended 30 April 2024 |
28. | ACQUISITION OF L F & E REFRIGERATED TRANSPORT LIMITED |
In September 2023, the Healthnet Homecare (UK) Limited, a subsidiary of the group, in which the group has a 75% interest, purchased 100% of the ordinary share capital of L F & E Refrigerated Transport Limited. Cash consideration of £4,023k and £29k of stamp duty was paid at this date which was funded through working capital. A further £1,819k of consideration (including the amount payable to Global Orphan Limited) is expected to become payable in the future, based on the performance of L F & E Refrigerated Transport Limited in the year ending 31st October 2024 and has been accrued in these financial statements. |
Global Orphan Limited, a fellow group company, had a shareholding in L F & E Refrigerated Transport Limited of £100,000 as at the date of purchase, and received £103,000 of cash in return for its shares. A further £497,000 of consideration is expected to be receivable by Global Orphan Limited dependent upon the performance of L F & E Refrigerated Transport Limited in the year ending 31st October 2024 The profit on disposal of £500,000 made by Global Orphan Limited has been eliminated on consolidation within these financial statements. |
The share capital of the group's subsidiary undertaking is designated as ordinary shares. The shareholding held by Healthnet Homecare (UK) Limited represents 100% of the equity and the voting rights. |
Detail's of the group's acquisition, which has been accounted for under the acquisition method of accounting, are as follows: |
£'000 |
Purchase of shares | 4,023 |
Expected further consideration | 1,819 |
Stamp duty | 29 |
Total expected consideration | 5,871 |
Less Global Orphan profit eliminated | (500 | ) |
Net expected consideration | 5,371 |
Assets and liabilities acquired: |
Tangible fixed assets | 1,141 |
Trade and other debtors | 3,299 |
Cash | 372 |
Trade and other creditors | (2,339 | ) |
Loans and hire purchase obligations | (828 | ) |
Deferred taxation | (184 | ) |
1,461 |
Goodwill arising on acquisition | 3,910 |
Goodwill includes customer knowledge and relationships and the know-how of the business acquired. |
Since the acquisition date, and excluding intragroup sales, L F &E Refrigerated Transport Limited has generated £5,498k of turnover and contributed £129k of profit before tax for the group in the period to 30 April 2024. |