Company Registration No. 05546719 (England and Wales)
VIO HEALTHTECH LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
Celixir House
Stratford Business & Technology Park
Innovation Way, Banbury Road
Stratford-upon-Avon
Warwickshire
United Kingdom
CV37 7GZ
VIO HEALTHTECH LIMITED
CONTENTS
Page
Company information
Balance sheet
1 - 2
Notes to the financial statements
3 - 12
VIO HEALTHTECH LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
4
1,665
5,760
Investments
5
2,732
2,732
4,397
8,492
Current assets
Stocks
128,060
185,985
Debtors
6
71,895
90,139
Cash at bank and in hand
116,810
95,479
316,765
371,603
Creditors: amounts falling due within one year
7
(775,403)
(931,301)
Net current liabilities
(458,638)
(559,698)
Total assets less current liabilities
(454,241)
(551,206)
Creditors: amounts falling due after more than one year
8
(1,453,058)
(730,621)
Net liabilities
(1,907,299)
(1,281,827)
Capital and reserves
Called up share capital
9
8,489
8,311
Share premium account
12,832,362
12,654,470
Other reserves
218,595
218,595
Profit and loss reserves
(14,966,745)
(14,163,203)
Total equity
(1,907,299)
(1,281,827)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
VIO HEALTHTECH LIMITED
BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024
31 December 2024
- 2 -
The financial statements were approved by the board of directors and authorised for issue on 1 May 2025 and are signed on its behalf by:
Mr S Godber
Director
Company registration number 05546719 (England and Wales)
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
1
Accounting policies
Company information
Vio HealthTech Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 211, Basepoint Business Centre, 377-399 London Road, Camberley, Surrey, England, GU15 3HL.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 4 -
1.2
Going concern
The financial statements have been prepared on a going concern basis despite the loss after tax this year of £803,542 (2023: £1,716,871). As at 31 December 2024 the company has losses since trading of £14,966,745.
The Company raised additional funding during the year from its shareholders in the form of secured Loan Notes to enable it continue trading while seeking new investors or acquirors for the business.
In November, the Board and its major shareholders concluded that the business would not be able to raise further funding from its existing shareholders and that it would not be able to survive as an independent entity. It was therefore decided to begin a formal sale process before the end of the financial year.
That process has continued with Heads of Terms having been signed with an acquiror during March 2025 and formal due diligence nearing completion. It is expected that the sale will complete during May 2025
The acquiror wishes to use algorithms developed by the Company to improve the performance of its existing products but has made clear that it intends to continue to sell the Company’s products and expects to increase sales of those products by accessing its much larger base of current users. The acquiror also expects to continue to employ the Company’s staff and to use the Company’s technology and regulatory status to enhance its own business
A forecast has been prepared in discussion with the acquiror which shows how the Company will be developed and reach profitability.
The sale will be of 100% of the shares and on a cash and debt free basis. Nearly all the Company’s debts are to shareholders and the shareholders concerned have confirmed that they are ready to accept the terms of the sale. The acquirors are able to provide the working capital required to develop the business in line with the forecast which has been prepared.
In the light of these circumstances, the Board have concluded that the business is a going concern and that the accounts should be presented on this basis. While there remains the possibility that the sale will not complete, the Board is of the view that it is now at a sufficiently advanced stage that the danger is not material.
The 100% US subsidiary company, Vio Healthtech Inc. generated incremental turnover of $271k (£216k) for the year ended 31 December 2024 (2023:$481k (£385k)) and a net loss of $183k (£146k) (2023:$265k (£212k)).
1.3
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 5 -
Revenue from the provision of services is recognised by reference to the stage of completion when the stage of completion can be estimated reliably.
1.4
Research and development expenditure
Research expenditure is written off against profits in the year in which it is incurred..
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
25%-33% - Straight line
Computers
33% - Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.9
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loan notes that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.10
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs.
1.11
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.12
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.13
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.14
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 8 -
1.16
Rentals paid under operating lease are charged to profit and loss on a straight line basis over the period of the lease.
1.17
Equity-settled share based payments are measured at fair value at the date of grant by reference to a recent third party approved share valuation, The fair value determined at the grant is expensed on a straight-line basis over the term of the vesting period subject to variables within the company's scheme rules, based on the estimate of shares that will eventually vest. A corresponding adjustment is made to equity.
2
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
7
6
3
Intangible fixed assets
Other
£
Cost
At 1 January 2024 and 31 December 2024
313,826
Amortisation and impairment
At 1 January 2024 and 31 December 2024
313,826
Carrying amount
At 31 December 2024
At 31 December 2023
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
4
Tangible fixed assets
Plant and equipment
Computers
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
120,430
22,044
142,474
Depreciation and impairment
At 1 January 2024
114,978
21,736
136,714
Depreciation charged in the year
3,900
195
4,095
At 31 December 2024
118,878
21,931
140,809
Carrying amount
At 31 December 2024
1,552
113
1,665
At 31 December 2023
5,452
308
5,760
5
Fixed asset investments
2024
2023
£
£
Shares in group undertakings and participating interests
2,732
2,732
6
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
5,916
5,480
Corporation tax recoverable
54,375
61,429
Amounts owed by group undertakings
7,168
Other debtors
11,604
16,062
71,895
90,139
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
7
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
226,603
235,834
Taxation and social security
7,561
10,150
Other creditors
541,239
685,317
775,403
931,301
8
Creditors: amounts falling due after more than one year
2024
2023
£
£
Other creditors
1,453,058
730,621
9
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
193,741
175,934
1,937
1,759
A Ordinary shares of £2000 each
2
2
4,000
4,000
B Ordinary shares of 1p each
82,675
82,675
827
827
C Ordinary shares of 1p each
91,471
91,471
915
915
D Ordinary shares of 1p each
81,000
81,000
810
810
448,889
431,082
8,489
8,311
During the year, 17,807 ordinary shares of £0.01 each were issued at a premium of £9.99 per share.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
In forming our opinion, which is not qualified, we have considered the adequacy of the disclosure made in note 2 of the financial statements concerning the company's ability to continue as a going concern. The company incurred a net loss after tax this year of £1,716,871 (2022: £465,522). As at 31 December 2023, the company has losses since trading of £14,163,203. These conditions along with the other matters explained in note 1.2 to the financial statements indicate the existence of material uncertainty which may cast significant doubt about the company's ability to continue as a going concern. However, the directors believe that it is appropriate to prepare the financial statements on the going concern basis. The financial statements do not include adjustments that would result if the company was unable to continue as a going concern.
Senior Statutory Auditor:
Mark Bullock FCA
Statutory Auditor:
TC Group
Date of audit report:
1 May 2025
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2023
£
£
9,230
29,536
12
Secured Debts
On 10 December 2020, Fse Meif Gp Ltd entered a fixed and floating charge over the property or undertaking of the company. The amount of secured loan notes due to Fse Meif Gp Ltd at the year end was £839,058.
On 15 October 2024, D Pink (as trustee for all loan note holders) entered a fixed and floating charges over the property or undertaking of the company. The amount of secured loan notes due to loan note holders at the year end was £466,000.
On 20 December 2024, Angel Cofund entered a fixed and floating charges over the property or undertaking of the company. The amount of loan notes due to Angel Cofund at the year end was £75,000.
VIO HEALTHTECH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
13
Related party transactions
The company has taken advantage of the exemption in FRS 102 Section 1AC.35 for small companies, not to disclose transactions with related parties which have been conducted under normal market conditions.
14
Share based payment
The company operates share based payment scheme for certain employees and for some of its suppliers in lieu of payment for goods and services. The options only vest in the event of 100% sale of the company's share capital at a minimum price of £30 per share.
As at 31 December 2024, the company has 94,624 options in existence (2023: 73,396).
During the year, the company recognised an expense of £nil (2023: £11,271) in respect of its share-based payment schemes.
Based on the director's assessment of the valuation of the company's shares and the probability of the vesting event occurring, the directors have concluded that there is no further charge in the current year.
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