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 |
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: |
Secretary: |
Registered office: |
Registered number: |
Auditors: |
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: |
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 |
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: |
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. |
for and on behalf of Fuller & Roper Limited |
Chartered Accountants and Statutory Auditors |
12 Old Mills Industrial Estate |
Paulton |
BS39 7SU |
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 | ( | ) | ( | ) |
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 |
CURRENT ASSETS |
Debtors | 13 |
CREDITORS |
Amounts falling due within one year | 14 | ( | ) | ( | ) |
NET CURRENT LIABILITIES | ( | ) | ( | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES | ( | ) |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings | 21 | ( | ) | ( | ) |
SHAREHOLDERS' FUNDS | ( | ) |
Company's loss for the financial year | (32,159 | ) | (23,066 | ) |
The financial statements were approved by the director and authorised for issue on |
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 | - |
Total comprehensive income | - | ( | ) | ( | ) |
Balance at 31 December 2022 | ( | ) | ( | ) |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - | ( | ) | ( | ) |
Balance at 31 December 2023 | ( | ) |
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 |
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 |
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. |
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 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
The group or the company's investments at the Balance sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Saavutustenkatu 3, 33720 Tampere, Finland |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
€ | € |
Aggregate capital and reserves | ( | ) |
Loss for the year/period | ( | ) | ( | ) |
Registered office: Saavutustenkato 3, 33720 Tampere, Finland |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
€ | € |
Aggregate capital and reserves |
Profit for the year/period |
Registered office: 1209 Orange Street, Wilmington, Delaware 19801, United States of America |
Nature of business: |
% |
Class of shares: | holding |
2023 | 2022 |
€ | € |
Aggregate capital and reserves |
Profit for the year/period |
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 | - | - |
Other debtors | 33,747 | 617,569 |
Prepayments | 606,431 | 41,675 |
2,568,350 | 795,778 |
Amounts falling due after more than one year: |
Amounts owed by group undertakings | 23,527 | 11,294 |
Aggregate amounts | 2,591,877 | 807,072 |
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 |
Amounts owed to group undertakings | 69,802,003 | 127,768,990 |
Other creditors | 1,228,488 | 1,253,969 |
Accrued expenses | 1,254,753 | 1,218,782 |
73,351,856 | 131,672,501 |
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: | € | € |
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 | ( | ) |
Deficit for the year | ( | ) |
At 31 December 2023 | ( | ) |
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. |