IRIS Accounts Productionv24.3.2.4614073455director31.12.231.1.2331.12.2331.12.23Medium entitiesThese accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime.a holding company.00truetruetruefalsetruetruefalsefalsefalsefalsefalsefalsetruefalse00Ordinary0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh140734552022-12-31140734552023-12-31140734552023-01-012023-12-31140734552022-04-26140734552022-04-272022-12-31140734552022-12-3114073455ns15:EnglandWales2023-01-012023-12-3114073455ns14:Euro2023-01-012023-12-3114073455ns10:Director12023-01-012023-12-3114073455ns10:Consolidated2023-12-3114073455ns10:ConsolidatedGroupCompanyAccounts2023-01-012023-12-3114073455ns10:PrivateLimitedCompanyLtd2023-01-012023-12-3114073455ns10:Consolidatedns10:MediumEntities2023-01-012023-12-3114073455ns10:Consolidatedns10:Audited2023-01-012023-12-3114073455ns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3114073455ns10:Medium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3114073455ns10:Consolidated2023-01-012023-12-3114073455ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2023-01-012023-12-3114073455ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2023-01-012023-12-3114073455ns10:FullAccounts2023-01-012023-12-3114073455ns5:Subsidiary12023-01-012023-12-3114073455ns5:Subsidiary22023-01-012023-12-3114073455ns5:Subsidiary32023-01-012023-12-311407345512023-01-012023-12-3114073455ns10:OrdinaryShareClass12023-01-012023-12-3114073455ns10:CompanySecretary12023-01-012023-12-3114073455ns10:RegisteredOffice2023-01-012023-12-3114073455ns10:Consolidated2022-04-272022-12-3114073455ns5:CurrentFinancialInstruments2023-12-3114073455ns5:CurrentFinancialInstruments2022-12-3114073455ns5:ShareCapital2023-12-3114073455ns5:ShareCapital2022-12-3114073455ns5:RetainedEarningsAccumulatedLosses2023-12-3114073455ns5:RetainedEarningsAccumulatedLosses2022-12-3114073455ns5:ShareCapital2022-04-272022-12-3114073455ns5:RetainedEarningsAccumulatedLosses2022-04-272022-12-3114073455ns5:ShareCapital2023-01-012023-12-3114073455ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3114073455ns5:NetGoodwill2023-01-012023-12-3114073455ns5:IntangibleAssetsOtherThanGoodwill2023-01-012023-12-3114073455ns5:PatentsTrademarksLicencesConcessionsSimilar2023-01-012023-12-3114073455ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-01-012023-12-3114073455ns5:ComputerSoftware2023-01-012023-12-3114073455ns5:CostValuation2022-12-31140734551ns5:Subsidiary12023-01-012023-12-3114073455ns5:Subsidiary12023-12-3114073455ns5:Subsidiary12022-12-3114073455ns5:Subsidiary12022-04-272022-12-3114073455ns5:Subsidiary232023-01-012023-12-3114073455ns5:Subsidiary22023-12-3114073455ns5:Subsidiary22022-12-3114073455ns5:Subsidiary22022-04-272022-12-31140734555ns5:Subsidiary32023-01-012023-12-3114073455ns5:Subsidiary32023-12-3114073455ns5:Subsidiary32022-12-3114073455ns5:Subsidiary32022-04-272022-12-3114073455ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3114073455ns5:WithinOneYearns5:CurrentFinancialInstruments2022-12-3114073455ns5:Non-currentFinancialInstruments2023-12-3114073455ns5:Non-currentFinancialInstruments2022-12-3114073455ns10:OrdinaryShareClass12023-12-3114073455ns5:RetainedEarningsAccumulatedLosses2022-12-31

REGISTERED NUMBER: 14073455 (England and Wales)
















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2023

FOR


NEPTUNE EW MIDCO LIMITED



NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)








CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023





Page




Company information  

1




Group strategic report  

2




Report of the director  

3




Report of the independent auditors  

4




Consolidated statement of comprehensive income

7




Consolidated balance sheet  

8




Company balance sheet  

9




Consolidated statement of changes in equity  

10




Company statement of changes in equity  

11




Consolidated cash flow statement  

12




Notes to the consolidated cash flow statement

13




Notes to the consolidated financial statements

14





NEPTUNE EW MIDCO LIMITED



COMPANY INFORMATION

FOR THE YEAR ENDED 31 DECEMBER 2023









Director:

Ms E Hursever







Secretary:

Vistra Cosec Limited







Registered office:

Suite 1, 7th Floor


50 Broadway


London


SW1H 0DB







Registered number:

14073455 (England and Wales)







Auditors:

Fuller & Roper Limited


Chartered Accountants and Statutory Auditors


12 Old Mills Industrial Estate


Paulton


BS39 7SU



NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2023


Introduction


Neptune EW Midco Limited is a holding company that owns 65% of Grundium Oy through its subsidiary Neptune Finland Oy. Grundium Oy develops and manufactures microscope scanners and imaging solutions for digital pathology.


Review of business


Neptune EW Midco Limited has no actual operational activities and the company had no turnover during the accounting year. Neptune EW Midco Limited's parent company's loss for the financial year is €32,159, and the consolidated group's loss for the financial year is €9,027,541. The parent company's result is burdened by administrative expenses of approximately €32,159. The group's turnover consists of the turnover of the subsidiary Grundium Oy. The decrease in turnover was due to an exceptionally high order intake in 2022. Despite continued good end-customer demand, Grundium group's customers reduced their inventory levels, which was reflected in a significant decline in delivery volumes, especially towards the end of 2023.


Neptune EW Midco Limited has no personnel. The average number of employees in the group during the financial year was 74.


Neptune EW Midco Limited is committed to complying with laws and regulations and to always acting honestly and with high ethical standards in its business operations. In 2023, Neptune EW Midco Limited's subsidiary Grundium Oy developed and launched the company's Code of Ethics, which, together with the company's values, forms the guiding principles and rules for how business is conducted at Grundium. In addition to the Code of Ethics, the company introduced a whistleblowing channel, through which people can also report suspected wrongdoing anonymously.


Risks and uncertainties


Neptune EW Midco Limited, the parent company of the group, intends to continue to control a majority stake in Grundium Oy. The future prospects of Neptune EW Midco Limited will therefore depend on the future prospects and business success of Grundium Oy.


The digital pathology and diagnostics market is expected to continue to grow in 2024, and to be reflected in the demand for digital microscope scanners and imaging solutions. While the number of different digital solutions in the market continues to grow, digitalisation in pathology continues to be held back by regulation, as well as conservative practices and users.


The operating environment of Grundium Oy, a subsidiary of Neptune EW Midco Limited, involves various risks and uncertainties. The most significant of these relate to a single customer with a significant turnover, suppliers and the competitive situation. The company has taken geopolitical risks into account in its sourcing strategy and adequate stocking of components. Increasing competition in digital pathology and diagnostics solutions is bringing new alternative imaging solutions to the market. The company is continuously developing new products and solutions to stay ahead of its competitors in terms of technology.


On behalf of the board:






Ms E Hursever - Director



13 March 2025



NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



REPORT OF THE DIRECTOR

FOR THE YEAR ENDED 31 DECEMBER 2023


The director presents her report with the financial statements of the company and the group for the year ended 31 December 2023.


Dividends

No dividends will be distributed for the year ended 31 December 2023.


Research and development

Neptune EW Midco Limited had no research or product development costs in 2023.


Future developments

The director expects the company to continue in its principal activity as a holding company.


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.


Director

Ms E Hursever held office during the whole of the period from 1 January 2023 to the date of this report.


Statement of director's responsibilities

The director is responsible for preparing the Group strategic report, the Report of the director and the financial statements in accordance with applicable law and regulations.


Company law requires the director to prepare financial statements for each financial year.  Under that law the director has 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 director must not approve the financial statements unless she is 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 director is 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 director is 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 her to ensure that the financial statements comply with the Companies Act 2006. She is 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 director is 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 she has taken all the steps that she ought to have taken as a director in order to make herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.


Auditors

The auditors,  Fuller & Roper Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.


On behalf of the board:






Ms E Hursever - Director



13 March 2025


REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEPTUNE EW MIDCO LIMITED


Disclaimer of opinion

We were engaged to audit the consolidated financial statements of Neptune EW Midco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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).


We do not express an opinion on the accompanying consolidated financial statements of the group. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient audit evidence to provide a basis for an audit opinion on these consolidated financial statements.


Basis for disclaimer of opinion

We were not appointed as auditors of the company until after the audit of the subsidiary Neptune Finland Oy and its subsidiary Grundium Oy were completed by the component auditors. As such we were not able to oversee and direct the component auditors as required under ISA (UK) 600. We are therefore unable to conclude our audit procedures on transactions, balances and disclosures within the consolidated financial statements relating to these entities.


No alternative audit procedures were available to us in respect of the above limitations. Any adjustments resulting from the above limitations could have a consequential significant effect on the profit/loss for the financial year, and on the shareholder's funds position as at 31 December 2023 and the consolidated statement of cashflows for the year.


Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, 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.


Opinion on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the basis for disclaimer of opinion section of our audit report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit:

-


the information given in the Group Strategic Report and the Report of the Director for the financial year for which the

financial statements are prepared is consistent with the financial statements; and


-


the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal

requirements.



Matters on which we are required to report by exception

Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.


Arising from the limitation of our work referred to above:

-


we have not obtained all the information and explanations that we consider necessary for the purpose of our audit; and


-


we were unable to determine whether adequate accounting records have been kept.



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


-


the parent company financial statements are not in agreement with the accounting records and returns; or


-


certain disclosures of director's remuneration specified by law are not made.










REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEPTUNE EW MIDCO LIMITED


Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and the 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.


Auditors' responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the consolidated financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor's report.


However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.


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.


The extent to which our procedures are capable of detecting irregularities

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:


We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures to respond to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis to our opinion.


We have identified and assessed the potential risks related to irregularities, including fraud, by:

-


Making enquiries of management regarding the compliance with laws and regulations, the detection of and response to the

risk of fraud and any knowledge of actual, suspected or alleged fraud. We also discussed the controls in place to mitigate

fraud risks or non-compliance with laws and regulations.


-


Obtaining an understanding of the legal and regulatory framework in which the company operates. The key laws and

regulations are considered to be accounting standards and the Companies Act 2006.



We have responded to risks identified by performing procedures including the following:

-


Making enquiries of management concerning actual and potential litigation claims;


-


Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of

misstatement due to fraud; and


-


Reviewing the financial statement disclosures and testing to supporting documentation.



We have also considered the risk of fraud through management override of controls by:

-


Testing a sample of journal entries for appropriateness;


-


Assessing whether the judgements made in making accounting estimates are indicative of potential bias; and


-


Evaluating the overall presentation, structure and content of the financial statements, including disclosures,  and whether the

financial statements represent the underlying transactions and events in a manner that achieves fair presentation.



Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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.













REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF

NEPTUNE EW MIDCO 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 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.





Simon Roper (Senior Statutory Auditor)

for and on behalf of Fuller & Roper Limited

Chartered Accountants and Statutory Auditors

12 Old Mills Industrial Estate

Paulton

BS39 7SU


13 March 2025



NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



CONSOLIDATED

STATEMENT OF COMPREHENSIVE

INCOME

FOR THE YEAR ENDED 31 DECEMBER 2023


Period


27/4/22


Year ended

to


31/12/23

31/12/22



Notes




TURNOVER

23,210,505


31,402,537




Cost of sales

(8,895,896

)

(12,691,893

)


GROSS PROFIT

14,314,609


18,710,644




Administrative expenses

(19,150,782

)

(23,660,077

)


(4,836,173

)

(4,949,433

)



Other operating income

459,086


197,626



OPERATING LOSS

5

(4,377,087

)

(4,751,807

)



Interest receivable and similar income

439,615


-



(3,937,472

)

(4,751,807

)



Interest payable and similar expenses

6

(4,004,207

)

(3,035,354

)


LOSS BEFORE TAXATION

(7,941,679

)

(7,787,161

)



Tax on loss

7

(1,085,862

)

(314,515

)


LOSS FOR THE FINANCIAL YEAR

(9,027,541

)

(8,101,676

)



OTHER COMPREHENSIVE INCOME

-


-



TOTAL COMPREHENSIVE INCOME FOR

THE YEAR

(9,027,541

)

(8,101,676

)



Loss attributable to:

Owners of the parent

(11,105,848

)

(12,102,637

)


Non-controlling interests

2,078,307


4,000,961



(9,027,541

)

(8,101,676

)



Total comprehensive income attributable to:

Owners of the parent

(9,027,541

)

(8,101,676

)




NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



CONSOLIDATED BALANCE SHEET

31 DECEMBER 2023


2023

2022



Notes



FIXED ASSETS

Intangible assets

9

89,726,468


99,619,558



Tangible assets

10

6,129,934


5,994,218



Investments

11

-


-



95,856,402


105,613,776




CURRENT ASSETS

Stocks

12

9,693,997


11,568,277



Debtors

13

2,591,877


807,072



Cash at bank

16,480,630


13,621,205



28,766,504


25,996,554



CREDITORS

Amounts falling due within one year

14

(73,351,856

)

(131,672,501

)


NET CURRENT LIABILITIES

(44,585,352

)

(105,675,947

)


TOTAL ASSETS LESS CURRENT

LIABILITIES

51,271,050


(62,171

)



CREDITORS

Amounts falling due after more than one year

15

(2,141,297

)

(2,915,623

)



PROVISIONS FOR LIABILITIES

19

(208,764

)

(273,286

)


NET ASSETS/(LIABILITIES)

48,920,989


(3,251,080

)



CAPITAL AND RESERVES

Called up share capital

20

61,200,001


1



Retained earnings

21

(23,208,875

)

(12,102,637

)


SHAREHOLDERS' FUNDS

37,991,126


(12,102,636

)



NON-CONTROLLING INTERESTS

10,929,863


8,851,556



TOTAL EQUITY

48,920,989


(3,251,080

)



The financial statements were approved by the director and authorised for issue on 13 March 2025 and were signed by:






Ms E Hursever - Director




NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



COMPANY BALANCE SHEET

31 DECEMBER 2023


2023

2022



Notes



FIXED ASSETS

Intangible assets

9

-


-



Tangible assets

10

-


-



Investments

11

125,350,716


125,350,716



125,350,716


125,350,716




CURRENT ASSETS

Debtors

13

1


541




CREDITORS

Amounts falling due within one year

14

(64,205,941

)

(125,374,322

)


NET CURRENT LIABILITIES

(64,205,940

)

(125,373,781

)


TOTAL ASSETS LESS CURRENT

LIABILITIES

61,144,776


(23,065

)



CAPITAL AND RESERVES

Called up share capital

20

61,200,001


1



Retained earnings

21

(55,225

)

(23,066

)


SHAREHOLDERS' FUNDS

61,144,776


(23,065

)



Company's loss for the financial year

(32,159

)

(23,066

)



The financial statements were approved by the director and authorised for issue on 13 March 2025 and were signed by:






Ms E Hursever - Director




NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023


Called up



share

Retained

Non-controlling

Total


capital

earnings

Total

interests

equity









Changes in equity

Issue of share capital

1


-


1


-


1



Total comprehensive income

-


(12,102,637

)

(12,102,637

)

-


(12,102,637

)


1


(12,102,637

)

(12,102,636

)

-


(12,102,636

)


Non-controlling interest arising on

business combination

-


-


-


8,851,556


8,851,556



Balance at 31 December 2022

1


(12,102,637

)

(12,102,636

)

8,851,556


(3,251,080

)



Changes in equity

Issue of share capital

61,200,000


-


61,200,000


-


61,200,000



Total comprehensive income

-


(11,105,848

)

(11,105,848

)

-


(11,105,848

)


Translation difference

-


(390

)

(390

)

-


(390

)


61,200,001


(23,208,875

)

37,991,126


8,851,556


46,842,682



Non-controlling interest arising on

business combination

-


-


-


2,078,307


2,078,307



Balance at 31 December 2023

61,200,001


(23,208,875

)

37,991,126


10,929,863


48,920,989





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2023


Called up



share

Retained

Total


capital

earnings

equity







Changes in equity

Issue of share capital

1


-


1



Total comprehensive income

-


(23,066

)

(23,066

)


Balance at 31 December 2022

1


(23,066

)

(23,065

)



Changes in equity

Issue of share capital

61,200,000


-


61,200,000



Total comprehensive income

-


(32,159

)

(32,159

)


Balance at 31 December 2023

61,200,001


(55,225

)

61,144,776





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2023


Period


27/4/22


Year ended

to


31/12/23

31/12/22



Notes



Cash flows from operating activities

Cash generated from operations

1

(50,419,708

)

132,651,486



Interest paid

(4,004,207

)

(3,035,354

)


Tax paid

(1,150,384

)

(2,831,046

)


-


2,789,817



Net cash from operating activities

(55,574,299

)

129,574,903




Cash flows from investing activities

Purchase of intangible fixed assets

(1,938,363

)

(118,469,026

)


Purchase of tangible fixed assets

(492,812

)

(6,038,617

)


Sale of intangible fixed assets

-


13,400



Interest received

439,615


-



Net cash from investing activities

(1,991,560

)

(124,494,243

)



Cash flows from financing activities

New loans in year

-


3,689,949



Loan repayments in year

(774,326

)

-



Share issue

61,200,000


1



Translation difference

(390

)

4,850,595



Net cash from financing activities

60,425,284


8,540,545




Increase in cash and cash equivalents

2,859,425


13,621,205



Cash and cash equivalents at beginning of year

2

13,621,205


-




Cash and cash equivalents at end of year

2

16,480,630


13,621,205





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2023


1.

RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS


Period


27/4/22


Year ended

to


31/12/23

31/12/22






Loss before taxation

(7,941,679

)

(7,787,161

)



Amortisation charges

11,831,453


18,836,068




Depreciation charges

357,096


44,399




Finance costs

4,004,207


3,035,354




Finance income

(439,615

)

-



7,811,462


14,128,660




Decrease/(increase) in stocks

1,874,280


(11,568,277

)



Increase in trade and other debtors

(1,784,805

)

(807,072

)



(Decrease)/increase in trade and other creditors

(58,320,645

)

130,898,175




Cash generated from operations

(50,419,708

)

132,651,486




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 31 December 2023


31/12/23


1/1/23





Cash and cash equivalents

16,480,630


13,621,205




Period ended 31 December 2022


31/12/22


27/4/22





Cash and cash equivalents

13,621,205


-





3.

ANALYSIS OF CHANGES IN NET FUNDS



At 1/1/23

Cash flow

At 31/12/23






Net cash



Cash at bank

13,621,205


2,859,425


16,480,630



13,621,205


2,859,425


16,480,630




Debt


Debts falling due within 1 year

(774,326

)

-


(774,326

)



Debts falling due after 1 year

(2,915,623

)

774,326


(2,141,297

)


(3,689,949

)

774,326


(2,915,623

)



Total

9,931,256


3,633,751


13,565,007





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023


1.

STATUTORY INFORMATION



Neptune EW Midco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.



The Company’s functional and presentational currency is Euros (€) and the financial statements have been rounded to the nearest Euro (€).


2.

ACCOUNTING POLICIES



Basis of preparing the financial statements


These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.  



Scope of the consolidated financial statements


On 3 May 2022 Neptune EW Midco Limited, acquired 100% of the share capital of Neptune Finland Oy for a consideration of €125,350,716 and on the same day Neptune Finland Oy acquired 65% of the share capital of Grundium Oy for a consideration of €125,350,716 as part of this transaction an amount of €105,183,118 goodwill was recognised.



The group's parent company Neptune EW Midco Limited and all subsidiaries; Neptune Finland Oy, Grundium Oy and Grundium Inc., have been consolidated in the consolidated financial statements.



Intra-group share ownership


The consolidated financial statements have been prepared using the acquisition cost method.



Intra-group business transactions and margins


The group's internal business transactions, unrealised margins of internal deliveries, mutual receivables and liabilities, and internal profit sharing have been eliminated. The depreciation difference is allocated to deferred tax liabilities and equity in the consolidated financial statement. The total amount of the depreciation difference recognised in equity in the subsidiary's financial statements is €835,056.



Minority interests have been separated from the group's equity and profit for the financial period and presented as a separate item



Translation differences


The income statements of foreign group companies have been translated into euros at the average exchange rate for the financial year and the balance sheets at the exchange rate on the balance sheet date. Exchange rate differences arising on translation, as well as translation differences arising on the translation of the equity of foreign subsidiaries, are shown under "Retained earnings (loss)" for the previous financial periods.



Comparability of the figures from the previous financial period


Deferred tax liabilities of €273,286, presented in the subsidiary's 2022 financial statements under current liabilities, have been corrected to be presented under non-current liabilities in the 2023 financial statements.



Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Periodisation of income
The group's subsidiary Grundium Oy has in previous financial periods received grants for costs related to the development of the company's products. The grants received have been recognised as deferred income. The deferred income is recognised as income over the depreciation period of the capitalised development costs and is presented in the company's income statement under other operating income.

The grant received during the financial period for product development costs is not allocated to capitalised product development costs and is therefore fully recognised in other operating income.


Goodwill

Goodwill, being an amount paid in connection with the acquisition of a Grundium Oy, is being amortised evenly over its estimated useful life of ten years.


NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


2.

ACCOUNTING POLICIES - continued



Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.


Intangible rights are being amortised evenly over their estimated useful life of five years.



Development costs are being amortised evenly over their estimated useful life of five years.



Intangible Assets is being amortised evenly over its estimated useful life of five years.



Tangible fixed assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less accumulated depreciation and impairment losses.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life, starting from the month the asset was put into use.

Buildings: 20 - 40 years
Structures: 7 years
Machines and equipment: 3 - 25 years

Items purchased with a probable useful life of less than three years and minor purchases of less than €1,200 are fully expensed in the period of acquisition.

Investment in subsidiaries
Investments in subsidiaries are measured at cost less accumulated impairment. The company reviews the investment for indicators of impairment on an annual basis unless material new information arises during the year.


Stocks

Stocks and work in progress are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cost is calculated using the first-in, first-out method and includes all purchase, transport, and handling costs in bringing stocks to their present location and condition.


Financial instruments

The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into.

Basic financial liabilities
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are initially recognised at transaction price.


NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


2.

ACCOUNTING POLICIES - continued



Research and development

Product development costs that generate revenue over several years are capitalised as development costs and depreciated over their useful life. Otherwise, research and development costs are recognised as annual expenses in the year in which they are incurred. Capitalised development costs include personnel costs and other costs directly attributable to the development of an asset in order to bring it to its intended use. Capitalised development costs are depreciated over their useful life of five years. As regards development work that is still in progress, there is no depreciation charged in the financial period.

Periodisation of product development and long-term expenses
The group's product development expenses come entirely from the figures of the subsidiary Grundium Oy. No development expenses have been capitalised in the group during the financial period. Development costs capitalised in previous accounting periods are amortised during their economic life.


Foreign currencies

Assets and liabilities in foreign currencies are translated into euros at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into euros at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.


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 profit or loss in the period to which they relate.



Hire purchase and leasing commitments


Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.



Deferred taxes


Deferred tax liabilities and receivables have been calculated for differences between the taxation and the financial statements using the tax rate for the following years, which is the rate enacted at the balance sheet date. The balance sheet includes the total deferred tax liability.



Going concern


The financial statements have been prepared on a going concern basis. Despite the group incurring losses of €11,105,848 in the year and having negative retained earnings of €23,208,875 the group is considered to have adequate finance after a capital restructure in the year.


3.

CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY



In the application of the Company's accounting policies, which are described above, the director is required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis.


4.

EMPLOYEES AND DIRECTORS

Period


27/4/22


Year ended

to


31/12/23

31/12/22






Wages and salaries

3,694,413


2,686,748




Social security costs

197,922


138,269




Other pension costs

794,637


471,916



4,686,972


3,296,933





The average number of employees during the year was NIL (2022 - NIL).



The average number of employees by undertakings that were proportionately consolidated during the year was 74 (2022 - 36  ) .



NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


4.

EMPLOYEES AND DIRECTORS - continued


Period


27/4/22


Year ended

to


31/12/23

31/12/22






Director's remuneration

177,228


-





The director's remuneration is incurred by the company's subsidiaries. The director received no remuneration from the company in the current or previous financial year.


5.

OPERATING LOSS



The operating loss is stated after charging:


Period


27/4/22


Year ended

to


31/12/23

31/12/22






Depreciation - owned assets

357,096


44,399




Goodwill amortisation

10,518,312


7,012,208




Intangible rights amortisation

905,577


11,366,130




Development costs amortisation

401,500


457,730




Intangible Assets amortisation

6,064


1,787




Auditors' remuneration

7,959


7,780




Foreign exchange differences

483


-




R&D, quality and certification expenses  

97,667


287,828




6.

INTEREST PAYABLE AND SIMILAR EXPENSES


Period


27/4/22


Year ended

to


31/12/23

31/12/22






Interest on long term borrowing

3,234,769


3,035,354




Other interest

769,438


-



4,004,207


3,035,354




7.

TAXATION



Analysis of the tax charge


The tax charge on the loss for the year was as follows:

Period


27/4/22


Year ended

to


31/12/23

31/12/22






Current tax:


Overseas tax

1,150,384


2,831,046





Deferred tax

(64,522

)

(2,516,531

)



Tax on loss

1,085,862


314,515





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


8.

INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME



As permitted by Section 408 of the Companies Act 2006, the Income statement of the parent company is not presented as part of these financial statements.



9.

INTANGIBLE FIXED ASSETS



Group

Intangible

Development

Intangible



Goodwill

rights

costs

Assets

Totals









Cost


At 1 January 2023

105,183,118


12,271,707


988,321


12,480


118,455,626




Additions

-


-


1,919,655


18,708


1,938,363




At 31 December 2023

105,183,118


12,271,707


2,907,976


31,188


120,393,989




Amortisation


At 1 January 2023

7,012,208


11,366,130


457,730


-


18,836,068




Amortisation for year

10,518,312


905,577


401,500


6,064


11,831,453




At 31 December 2023

17,530,520


12,271,707


859,230


6,064


30,667,521




Net book value


At 31 December 2023

87,652,598


-


2,048,746


25,124


89,726,468




At 31 December 2022

98,170,910


905,577


530,591


12,480


99,619,558




10.

TANGIBLE FIXED ASSETS



Group

Fixtures


Freehold

Plant and

and


property

machinery

fittings

Totals








Cost


At 1 January 2023

4,987,742


1,018,396


32,479


6,038,617




Additions

14,940


461,795


16,077


492,812




Reclassification/transfer

(600,254

)

600,254


-


-




At 31 December 2023

4,402,428


2,080,445


48,556


6,531,429




Depreciation


At 1 January 2023

15,959


27,899


541


44,399




Charge for year

96,965


256,156


3,975


357,096




At 31 December 2023

112,924


284,055


4,516


401,495




Net book value


At 31 December 2023

4,289,504


1,796,390


44,040


6,129,934




At 31 December 2022

4,971,783


990,497


31,938


5,994,218





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


11.

FIXED ASSET INVESTMENTS



Company

Shares in


group


undertakings





Cost


At 1 January 2023


and 31 December 2023

125,350,716




Net book value


At 31 December 2023

125,350,716




At 31 December 2022

125,350,716





The group or the company's investments at the Balance sheet date in the share capital of companies include the following:



Subsidiaries



Neptune Finland Oy


Registered office: Saavutustenkatu 3, 33720 Tampere, Finland


Nature of business: Holding company

%



Class of shares:

holding



Ordinary

100.00


2023

2022






Aggregate capital and reserves

55,444,001


(2,431,667

)



Loss for the year/period

(3,324,332

)

(2,431,667

)




Grundium Oy


Registered office: Saavutustenkato 3, 33720 Tampere, Finland


Nature of business: Medical equipment development & manufacture

%



Class of shares:

holding



Ordinary

65.00


2023

2022






Aggregate capital and reserves

30,375,441


25,290,312




Profit for the year/period

5,085,129


16,862,231





Grundium Inc


Registered office: 1209 Orange Street, Wilmington, Delaware 19801, United States of America


Nature of business: Promotion & distribution of equipment

%



Class of shares:

holding



Ordinary

65.00


2023

2022






Aggregate capital and reserves

13,273


47




Profit for the year/period

13,518


-






NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


12.

STOCKS



Group


2023

2022






Raw materials

7,439,097


8,240,706




Work-in-progress

626,477


985,553




Finished goods

1,226,196


2,333,740




Payments on account

402,227


8,278



9,693,997


11,568,277




13.

DEBTORS



Group


Company


2023

2022

2023

2022








Amounts falling due within one year:



Trade debtors

1,928,172


136,534


-


-




Amounts owed by group undertakings

-


-


1


1




Other debtors

33,747


617,569


-


-




Prepayments

606,431


41,675


-


540



2,568,350


795,778


1


541





Amounts falling due after more than one year:



Amounts owed by group undertakings

23,527


11,294


-


-





Aggregate amounts

2,591,877


807,072


1


541




14.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company


2023

2022

2023

2022








Bank loans and overdrafts (see note 16)

774,326


774,326


-


-




Payments on account

-


11,782


-


-




Trade creditors

292,286


644,652


15


1,686




Amounts owed to group undertakings

69,802,003


127,768,990


64,152,364


125,350,716




Other creditors

1,228,488


1,253,969


-


-




Accrued expenses

1,254,753


1,218,782


53,562


21,920



73,351,856


131,672,501


64,205,941


125,374,322




15.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR




Group


2023

2022






Bank loans (see note 16)

2,141,297


2,915,623





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


16.

LOANS



An analysis of the maturity of loans is given below:



Group


2023

2022






Amounts falling due within one year or on

demand:



Bank loans

774,326


774,326




Amounts falling due between one and two years:



Bank loans - 1-2 years

774,327


774,327




Amounts falling due between two and five years:



Bank loans - 2-5 years

1,366,970


2,141,296




17.

LEASING AGREEMENTS



Minimum lease payments fall due as follows:



Group

Non-cancellable


operating leases


2023

2022






Within one year

23,480


90,178




Between one and five years

5,366


18,243



28,846


108,421




18.

SECURED DEBTS



The following secured debts are included within creditors:



Group


2023

2022






Bank loans

2,915,623


3,689,949





The bank loan is secured on the freehold property held by the group. The net book value of this property as at 31 December 2023 was €4,289,504 (2022: €4,971,783). Interest is charged on the loan at a commercial rate of interest and the loan will be fully repaid on 31 October 2028.


19.

PROVISIONS FOR LIABILITIES



Group


2023

2022






Deferred tax

208,764


273,286





Group

Deferred tax





Balance at 1 January 2023

273,286




Credit to Statement of comprehensive income during year

(64,522

)



Balance at 31 December 2023

208,764





NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


20.

CALLED UP SHARE CAPITAL



Allotted, issued and fully paid:


Number:

Class:

Nominal

2023

2022


value:





61,200,001

Ordinary

€1

61,200,001


1




61,200,000 Ordinary shares of €1 each were allotted and fully paid for by way of an intra-group loan during the year.

Called up share capital represents the nominal value of the shares issued.

21.

RESERVES



Group

Retained


earnings






At 1 January 2023

(12,102,637

)



Deficit for the year

(11,105,848

)



Translation difference

(390

)



At 31 December 2023

(23,208,875

)




Company

Retained


earnings






At 1 January 2023

(23,066

)



Deficit for the year

(32,159

)



At 31 December 2023

(55,225

)




Retained earnings represents cumulative profits or losses, net of dividends paid and other adjustments.


22.

OFF-BALANCE SHEET FINANCIAL COMMITMENTS



The subsidiary Grundium Oy is obliged to review its VAT deductions for the investment in real estate completed in 2022 if the taxable use of the property decreases during the review period.  The maximum liability at 31 December 2023 is €791,092 and the last year of the review is 2031.


23.

RELATED PARTY DISCLOSURES



Group


Included in debtors is €23,527 (2022: €11,294) owed to Neptune Finland Oy by Neptune EW TopCo Limited. This loan is unsecured, interest free with no set terms for repayment.



Included in creditors is €69,802,003 (2022: €127,768,990) owed by Neptune Finland Oy to Neptune Fund 2 Holdco LP. This loan is unsecured, interest has been charged and the loan is to be repaid on 31 December 2024.



Company


Included in creditors is €64,150,716 (2022: €125,350,716) owed to Neptune EW TopCo Limited. This loan is unsecured, interest free with no set terms for repayment.



Included in creditors is €1,648 (2022: €nil) owed to Grundium Oy. This loan is unsecured, interest free with no set terms for repayment.



NEPTUNE EW MIDCO LIMITED (REGISTERED NUMBER: 14073455)



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued

FOR THE YEAR ENDED 31 DECEMBER 2023


24.

POST BALANCE SHEET EVENTS



In February 2025, the company became the borrower of two intra-group loans as part of a reassignment exercise. A loan of €10.5m was made to the company by Grundium Oy, which was then distributed by the company to its parent entities. In addition, the balance owed to Neptune Fund 2 Holdco LP by Neptune Finland Oy was reassigned to the company as the new borrower, with a capital transaction then taking place to leave a loan balance of €15m owed to Neptune Fund 2 Holdco LP.


25.

ULTIMATE CONTROLLING PARTY



The parent company is Neptune EW Topco Limited, a company incorporated in Jersey. Their registered office is 4th Floor St Paul's Gate, 22-24 New Street, Jersey, JE1 4TR.



Neptune EW Topco Limited is a fully owed subsidiary of Neptune Fund 2 Holdco LP, an limited partnership in the United States of America, which in turn is fully owed by EW Heathcare Partners.



The financial statements of Neptune EW Midco Limited are only included in these consolidated accounts. The parent entities have no obligation to prepare consolidated accounts.



The ultimate controlling party is considered to be private equity funds managed by EW Healthcare Partners.