Company registration number 02974951 (England and Wales)
CEUTA HEALTHCARE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
CEUTA HEALTHCARE LIMITED
COMPANY INFORMATION
Directors
D Cumiskey
(Appointed 1 May 2024 and resigned 4 April 2025)
S Johns
(Appointed 1 May 2024)
P Pitale
(Appointed 1 May 2024 and resigned 7 February 2025)
E Bessant
(Resigned 1 May 2024)
C Clarkson
(Resigned 1 May 2024)
J Connolly
(Resigned 1 May 2024)
A D'Abreo
(Resigned 1 May 2024)
K Garrity
(Resigned 1 May 2024)
C Mattinson
(Resigned 1 May 2024)
L Philips
(Resigned 1 May 2024)
C Skinner
(Resigned 1 May 2024)
C Webster
(Resigned 1 May 2024)
A Templeman
(Appointed 7 February 2025)
J Berkshire
(Appointed 4 April 2025)
T Sheppard
(Appointed 4 April 2025)
Secretary
JTC (UK) Limited
Company number
02974951
Registered office
3 Forbury Place
23 Forbury Road
Reading
United Kingdom
RG1 3JH
Auditor
Azets Audit Services
Carnac Place
Cams Hall Estate
Fareham
Hampshire
United Kingdom
PO16 8UY
CEUTA HEALTHCARE LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 8
Directors' responsibilities statement
9
Independent auditor's report
10 - 12
Statement of comprehensive income
13
Statement of financial position
14
Statement of changes in equity
15
Notes to the financial statements
16 - 35
CEUTA HEALTHCARE LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period ended 31 December 2024.

Business review

The Company's principal activity during the period continued to be sales and marketing for health, beauty and grocery products on behalf of manufacturers. The Directors expect this to continue and aim to further expand the Company presence in the grocery sector during the following year. The International division also continues to grow our network of Alliance partners operating in over 100 countries.

Principal risks and uncertainties

The management of the business and the execution of the Company's strategy is subject to a number of risks. The key business risk and uncertainty is considered to be the changing landscape within retail and the effect on our key trade customers. Acquisitions and mergers in the retail sector will change the profile of some of our key customers. 54% of the Company's income is earned from ten clients, the majority of whom have been with the Company for a number of years. The next ten clients represent a further 21% of income. This spread of income gives financial stability to the Company and mitigates risk and uncertainty arising from client losses which can arise from the mergers/​​consolidations of manufacturers in the Health & Beauty sector. The Company's operations expose it to a variety of financial risks that include price, credit, liquidity and interest rate.

Price Risk
The Company is exposed to price risk as a result of its operations however, given the size of the Company's  operations, the costs of managing exposure to price risk exceeds any potential benefits. The Directors will revisit  the appropriateness of this policy should the Company's operations change in size and nature. The Company has  no exposure to equity securities price risks as it holds no listed or other equity investments.
Credit Risk
The Company has in place policies and procedures that require appropriate credit checks on potential customers  and clients before sales or agreements are made. The Company also monitors existing customer and client  accounts on an on-going basis and takes appropriate action where necessary to minimise any potential credit risk.
Liquidity Risk
The Company retains sufficient cash and financing facilities to ensure it has sufficient available funds for current  and future operations.
Interest Rate Risk
The Company has interest bearing assets which include only cash balances, all of which earn interest at a floating  rate. The Company does not use derivative financial instruments to manage interest rate costs and as such, no  hedge accounting is applied. The Directors will revisit the appropriateness of this policy should the Company's  operations change in size or nature.
CEUTA HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
Financial key performance indicators

The Company considered the performance for the 9 month period to 31 December 2024 to be good, achieving a challenging budget and reported an operating profit of £4.3 million compared to £7.0m in the year to 31 March 2024.

 

Other financial and performance indicators during the period were as follows:-

 

 

9 months ended

31 December 2024

Year ended

31 March 2024

 

£’000

£’000

Turnover

61,177

78,527

Gross Profit

13,736

18,503

Operating Profit

4,270

7,024

Total Comprehensive Income

3,284

5,404

Equity Shareholders’ Funds

7,963

6,229

Gross Profit per head

103

139

 

Directors' statement of compliance with duty to promote the success of the Company
In line with the revised UK corporate governance code, this statement summarises how the Directors have  exercised their duties with regard to the matters set out in Section 172 (a to f) of the Companies Act 2006, and  how they have considered the interests of key stakeholders as they perform their duties as Directors.
General confirmation of Directors' duties
The Directors are responsible for promoting the success of the Company. The Directors fulfil these duties in part  through a governance framework, with a clear expectation of the cultural values and behaviours that the Directors  are expected to uphold when engaging with each one of its key stakeholders.
The board recognises the importance of how a strong cultural identity can cement the core values throughout all  levels of an organisation. The Ceuta culture is based on the five core values of integrity, realism, honesty, passion  and trust which form the basis of every relationship.
Engagement with stakeholders is a key responsibility of those charged with governance. When making decisions  and engaging with any stakeholder, each director is expected to act in good faith, promoting Ceuta Healthcare Limited's values for the benefit and success of its members as a whole. In so doing, the Directors are mindful of  the following areas.
S172(1) (A) "The likely consequences of any decision in the long term"
The board tries to remain mindful of the long-term implications of its strategic decisions, and carefully assesses  those decisions and the repercussions of those decisions. The long-term strategy of Ceuta Healthcare Limited is at the forefront of the Directors minds, as the Company seeks to deliver the most cost effective, efficient and  innovative solutions to our clients, and decisions are made to enable this strategy to become reality.
CEUTA HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
Financial key performance indicators (continued)
S172(1) (B) "The interests of the company's employees"
The Directors believe that its staff are fundamental to the company's ability to deliver its strategic plans, and are  key to the ultimate success of the company. Ceuta Healthcare Limited is passionately committed to its staff, which  is demonstrated through employee long service and client satisfaction. The board is updated regularly on  regulatory matters such as Health and Safety, diversity, gender equality and mental health resources, and have a  Remuneration Committee involving the Managing, Finance and Talent Management Department Directors to  ensure that pay and benefits reflect the contribution made by employees.
Employees are kept up to date with Company and wider Group strategies, performance and news via regular  newsletters and meetings.
S172(1) (C) "The need to foster the company's business relationships with suppliers, customers  and others"
The board is conscious that to realise Ceuta Healthcare's strategy it needs to rely on strong mutually beneficial  relationships with its clients, customers and many other key stakeholders.
The board is briefed on major contract negotiations with both clients and key customers. Relationships with both  clients and customers are open, honest and collaborative, and both parties are kept up to date through regular meetings with Ceuta Healthcare Limited. Business unit heads provide regular updates to the board on performance and clients focus areas which provide the board with insights into any areas of concern for clients. The servicing and retention of all clients continues to be a key focus area for the Company as well as continuing  to deliver to our customers expectations.
The Finance Director (FD) manages the relationship with the bank and insurers, as well as having responsibility  for the Company's cash and debt management and financing activities. The FD provides regular reports to the  Board on these activities, including monitoring of headroom activities.
The board promotes all-embracing compliance with regulatory bodies such as HMRC and the MHRA and strives  for best practice in both regards. Ceuta Healthcare Limited maintains its tax records proactively to comply with all  legislation, engaging with HMRC when required and seeking tax advice from qualified tax professionals. Similarly,  legal advice is sought from qualified legal professionals when required.
S172(1) (D) "The impact of the company's operations on the community and the environment"
The board is committed to giving back to the communities in which it operates, actively supporting local  communities and charities and has initiated a CSR team that meets regularly. The board also supports the  Operational Team as it complies with environmental reporting requirements and seeks to reduce adverse effects  on the environment as the group develops and plans to grow further.
S172(1) (E) "The desirability of the company maintaining a reputation for high standards of  business conduct".
The Directors are informed and monitor compliance with relevant governance standards to ensure that Ceuta  Healthcare Limited acts in ways that promote high standards of business conduct.
S172(1) (F) "The need to act fairly as between members of the company"
The Directors recognise that there can be conflicts in interest of differing stakeholders which the board members  must negotiate carefully. Decisions are made by the board after carefully weighing up all factors and arriving at  an impartial decision which benefits the company and wider group and its overall strategy as a whole, not just one  element. The board takes care to consider the needs and interests of all stakeholders, and the impact that any  decision they make will have thereon.
As such, the board is actively engaged with its shareholders and understands the importance of the  communication of company strategy and direction to all of its shareholders, holding quarterly board meetings to  ensure that all shareholders remain fully informed.
CEUTA HEALTHCARE LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -

On behalf of the board

S Johns
Director
9 May 2025
CEUTA HEALTHCARE LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -

The directors present their annual report and financial statements for the period ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of sales and marketing of health, beauty and grocery products on behalf of manufacturers.

Results and dividends

The results for the period are set out on page 13.

The profit for the 9 month period ended 31 December 2024, after taxation, amounted to £3,284,000 (year ended 31 March 2024: £5,404,000). During the financial period ended 31 December 2024 the Company paid interim dividends of £1,550,000 (year ended 31 March 2024: £5,300,000).

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

D Cumiskey
(Appointed 1 May 2024 and resigned 4 April 2025)
S Johns
(Appointed 1 May 2024)
P Pitale
(Appointed 1 May 2024 and resigned 7 February 2025)
E Bessant
(Resigned 1 May 2024)
C Clarkson
(Resigned 1 May 2024)
J Connolly
(Resigned 1 May 2024)
A D'Abreo
(Resigned 1 May 2024)
K Garrity
(Resigned 1 May 2024)
C Mattinson
(Resigned 1 May 2024)
L Philips
(Resigned 1 May 2024)
C Skinner
(Resigned 1 May 2024)
C Webster
(Resigned 1 May 2024)
A Templeman
(Appointed 7 February 2025)
J Berkshire
(Appointed 4 April 2025)
T Sheppard
(Appointed 4 April 2025)
Political donations

The Company made no political or charitable donations during the period or political or charitable expenditure (year ended 31 March 2024: £nil).

CEUTA HEALTHCARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 6 -
Future developments

The Company's business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives, and its exposure to price, credit and liquidity risks are described in the Strategic Report.

Post balance sheet events
There are no post reporting date events to disclose.
Going Concern
The Company's business activities, together with the factors likely to affect its future development, its financial  position, financial risk management objectives, and its exposure to price, credit, liquidity and Interest rate risks are  described in the Strategic Report "Business review" and "Principal risks and uncertainties" sections on pages 1  and 2.
The Company has satisfactory financial resources together with long-term contracts with a number of customers and suppliers across different areas. The Company has a cash balance of £6.6 million at 31 December 2024 (year ended 31 March 2024: £3 million). The Company does not have any net debt due to fellow group companies or third parties, other than normal trading balances, and continues to operate with net current assets. As a consequence, the directors believe the Company is well placed to manage its business risks successfully. The strong performance the Company experienced last year has continued into the new financial year and the directors remain confident of achieving the FY25 budget.
After making enquiries and reviewing cashflow forecasts for the next 12 months from the date of approval of the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable  future. The directors have also considered the severe but plausible downside scenarios taking into account the  risks and uncertainties in the current economic environment including continued high inflation, GDP downside  growth protections, interest rates, counterparty risk and energy price. In the event that these risks and uncertainties materialise, the directors consider that the Company has sufficient available resources to ensure operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual reports and accounts.
Auditor

The auditors, Azets Audit Services, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Energy and carbon report

As the group has consumed more than 40,000 kWh of energy in this reporting period, it is required to report on its emissions, energy consumption or energy efficiency activities. The results are as follows:

Period
Year
ended
ended
31 December
31 March
2024
2024
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
- Gas combustion
71,591
130,701
- Electricity purchased
87,045
128,155
- Fuel consumed for transport
667,445
679,601
826,081
938,457
CEUTA HEALTHCARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 7 -
Period
Year
ended
ended
31 December
31 March
2024
2024
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
13.21
24.09
- Fuel consumed for owned transport
129.12
142.54
142.33
166.63
Scope 2 - indirect emissions
- Electricity purchased
18.02
26.54
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
30.69
27.55
Total gross emissions
191.04
220.72
Intensity ratio
tCO2e (gross) per £1,000 turnover
0.0031
0.0047
Quantification and reporting methodology

We have followed the 2019 HM Government Environmental Reporting Guidelines.

We have also used the GHG Reporting Protocol - Corporate Standard and have used the 2024 UK Government's Conversion Factors for Company Reporting.

 

This report covers 1st April 2024-31st December 2024 as the financial reporting year changes to 1st January - 31st December

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in tonnes of CO2e per £1,000 turnover

Measures taken to improve energy efficiency

The company has continued to roll out lighting conversions to LED, installation of motion sensors and improvements to insulation.

Lighting projects included: Replacing fluorescent strip lighting with LEDs and installing PIR sensor lights, removing excess lighting fittings, replacing downlighters to LED efficient lights. In total these changes are expected to reduce energy usage by 10,000 kWh per year.

 

Replacing water boilers with more efficient models and putting timers on other equipment

Other projects included improved pipe lagging and improved heating controls.

 

All of these changes continue to implement recommendations made in the 2018 ESOS reports.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

CEUTA HEALTHCARE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
On behalf of the board
S Johns
Director
9 May 2025
CEUTA HEALTHCARE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

CEUTA HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF CEUTA HEALTHCARE LIMITED
- 10 -
Opinion

We have audited the financial statements of Ceuta Healthcare Limited (the 'company') for the period ended 31 December 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

CEUTA HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CEUTA HEALTHCARE LIMITED
- 11 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

CEUTA HEALTHCARE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF CEUTA HEALTHCARE LIMITED
- 12 -

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

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 of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Zara Hogg FCA, BA (Hons)
Senior Statutory Auditor
For and on behalf of Azets Audit Services
12 May 2025
Chartered Accountants
Statutory Auditor
Carnac Place
Cams Hall Estate
Fareham
Hampshire
United Kingdom
PO16 8UY
CEUTA HEALTHCARE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 13 -
Period
Year
ended
ended
31 December
31 March
2024
2024
as restated
Notes
£000
£000
Turnover
3
61,177
78,527
Cost of sales
(47,441)
(60,024)
Gross profit
13,736
18,503
Administrative expenses
(9,466)
(11,479)
Operating profit
5
4,270
7,024
Interest receivable and similar income
4
153
221
Profit before taxation
4,423
7,245
Tax on profit
9
(1,139)
(1,841)
Profit for the financial period
3,284
5,404

The income statement has been prepared on the basis that all operations are continuing operations.

The notes on pages 16 to 35 form part of these financial statements.

CEUTA HEALTHCARE LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2024
31 December 2024
- 14 -
31 December 2024
31 March 2024
Notes
£000
£000
£000
£000
Fixed assets
Intangible assets
11
-
0
27
Tangible assets
12
-
0
157
-
0
184
Current assets
Stocks
13
5,107
4,339
Debtors
14
34,783
39,545
Cash at bank and in hand
15
6,571
3,070
46,461
46,954
Creditors: amounts falling due within one year
16
(38,498)
(40,901)
Net current assets
7,963
6,053
Total assets less current liabilities
7,963
6,237
Provisions for liabilities
Deferred tax liability
17
-
0
8
-
(8)
Net assets
7,963
6,229
Capital and reserves
Called up share capital
18
1
1
Share premium account
768
768
Capital redemption reserve
4
4
Share based payment reserve
-
0
62
Profit and loss reserves
7,190
5,394
Total equity
7,963
6,229

The notes on pages 16 to 35 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 9 May 2025 and are signed on its behalf by:
S Johns
Director
Company Registration No. 02974951
CEUTA HEALTHCARE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
Share capital
Share premium account
Capital redemption reserve
Share based payment reserve
Profit and loss reserves
Total
Notes
£000
£000
£000
£000
£000
£000
As restated for the period ended 31 March 2024:
Balance at 1 April 2023
1
768
4
-
5,290
6,063
Year ended 31 March 2024:
Profit and total comprehensive income for the year
-
-
-
-
5,404
5,404
Dividends
10
-
-
-
-
(5,300)
(5,300)
Share based payment expense
-
-
-
62
-
62
Balance at 31 March 2024
1
768
4
62
5,394
6,229
Period ended 31 December 2024:
Profit and total comprehensive income for the period
-
-
-
-
3,284
3,284
Dividends
10
-
-
-
-
(1,550)
(1,550)
Share based payment
22
-
-
-
(62)
62
-
Balance at 31 December 2024
1
768
4
-
7,190
7,963

The notes on pages 16 to 35 form part of these financial statements.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
1
Accounting policies
Company information

Ceuta Healthcare Limited is a private company limited by shares incorporated and domiciled in England and Wales. The registered office is 3 Forbury Place, 23 Forbury Road, Reading, United Kingdom, RG1 3JH.

1.1
Reporting period

These accounts cover a shortened period of 9 months to align the Company’s financial period-end with that of other group companies on 31 December 2024. Consequently, the comparative figures are not entirely comparable.

1.2
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.

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 £000.

The financial statements have been prepared under the historical cost convention, unless otherwise specified.

 

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company’s accounting policies (see note 2).

At the balance sheet date, the Company’s ultimate parent undertaking IQVIA Holdings Inc. includes the Company in its consolidated financial statements. The consolidated financial statements of IQVIA Holdings Inc. are prepared in accordance with U.S. Generally Accepted Accounting Principles and are available for the public and may be obtained from 251 Little Falls Drive, Wilmington, Delaware, 19808 United States. In preparing these financial statements, the company is considered to be a qualifying entity (for the purpose of FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:

 

100% of the Group's capital was purchased by IQVIA Ltd on 2 May 2024 and IQVIA Holdings Inc. became the ultimate parent undertaking on that date.

The following principal accounting policies have, unless otherwise stated, been applied consistently to all periods in these financial statements.

 

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
1.3
Going concern

The Company's business activities, together with the factors likely to affect its future development, its financial position, financial risk management objectives, and its exposure to price, credit, liquidity and Interest rate risks are described in the Strategic Report "Business review" and "Principal risks and uncertainties" sections on pages 1 and 2.true

 

The Company has satisfactory financial resources together with long-term contracts with a number of customers and suppliers across different areas. The Company has a cash balance of £6.6 million at 31 December 2024 (year ended 31 March 2024: £3 million). The Company does not have any net debt due to fellow group companies or third parties, other than normal trading balances, and continues to operate with net current assets. As a consequence, the directors believe the Company is well placed to manage its business risks successfully. The strong performance the Company experienced last year has continued into the new financial year and the directors remain confident of achieving the FY25 budget.

 

After making enquiries and reviewing cashflow forecasts for the next 12 months from the date of approval of the financial statements, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. The directors have also considered the severe but plausible downside scenarios taking into account the risks and uncertainties in the current economic environment including continued high inflation, GDP downside growth protections, interest rates, counterparty risk and energy price. In the event that these risks and uncertainties materialise, the directors consider that the Company has sufficient available resources to ensure operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual reports and accounts.

1.4
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and the other sales taxes. The following criteria must also be met before revenue is recognised.

Turnover represents sales to external customers at invoiced amounts less value added tax or local tax on sales. Turnover is recognised on the completion of contractual obligations. Turnover is earned from four distinct streams. These are goods sold as a distributor on behalf of manufacturers, goods sold on commission on behalf of manufacturers, fees for the supply of sales and marketing staff and promotional activities undertaken on behalf of third parties. Revenue is recognised for goods sold and for commission in the period in which the sale is delivered to the customer. Fees in respect of the supply of personnel are recognised in the period in which the work is carried out. Revenue from promotional activities is recognised in line with costs incurred.

1.5
Intangible fixed assets other than goodwill

Intangible assets are initially recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Amortisation 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:

Brands
10 years
Computer software
7 to 10 years
Other intangible fixed assets
3 years
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
1.6
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. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives, using the straight line method, on the following bases:

Motor vehicles
3 years
Fixtures and fittings
5 years
Computer equipment
3 years
Other fixed assets
3 years

The expected useful lives of the assets to the business are reassessed periodically in the light of experience. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

During the period, the company revised its depreciation policy to align with that of its new ultimate parent company. The change represents a change in accounting estimate and has been applied prospectively from 2 May 2024. The change has not had a material impact on the depreciation charge in the period.

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.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 19 -
1.8
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. Cost is based on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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.

1.9
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.

1.10
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 statement of financial position 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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, loans from fellow group companies and preference shares 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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Equity dividends are recognised when they become legally payable. Interim dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
Current tax

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as reported in the income statement 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 income statement, 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.

1.13
Provisions

Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.14
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. A liability is recognised to the extent of any unused holiday pay entitlement, which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement.

 

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.

1.15
Retirement benefits

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
1.16
Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each balance sheet date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.

The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).

Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.

Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

1.17
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.

1.18
Foreign exchange

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rate of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within ‘finance income or costs’. All other foreign exchange gains and losses are presented in profit or loss within ‘other operating income’.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 23 -
2
Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date and the amount reported for revenues and expenses during the period. However, the nature of estimation means that accrual outcomes could differ from these estimates.

Judgements

 

The Company, as a result of its varied relationships with customers and clients, has a variety of contract formats for which revenue is derived. The Directors are thus required to make judgement of these relationships looking to assess if the Company is an agent or principal. Judgement is required when there are conflicting indicators of the relationship, however where the significant risks and revenues associated with sale of goods in relation to inventory do not pass to the Company then these contracts are Agency in nature and form the majority of client contracts that Ceuta enters into. When the significant risks and revenues associated with the sale of goods do pass to the Company then these contracts are principal in nature.

Estimation Uncertainty

Areas where the Directors are required to make significant estimates with regard to the results for the period and holding value in the balance sheet are:-

Bad Debt Provision

The Company establishes provisions based on management estimates regarding the likelihood of non-payment by clients. Management estimation is required in deciding to make such provisions and these decisions are based on various factors, such as credit checks, the age of debts, the Company’s previous experience of bad debts, the level of communication with the client and the clients solvency. The amount of such provisions is based on the specific debts due by an individual client and the client’s solvency. The amount of such provisions is based on the specific debts due by an individual client and the anticipated likelihood of non-payment. Provision at 31 December 2024 was £13,000 (year ended 31March 2024: 39,000) on trade debtors of £21,162,000 (year ended 31 March 2024: £37,094,000) and has been raised against aged trade queries that are under investigation and potentially non-recoverable.

Obsolete Stock Provision

The Company establishes provisions based on reasonable estimates regarding the likelihood of stock not being saleable in excess of cost. Such estimations are based on management experience, age of stock and rate of sale. Provision at 31 December 2024 was £66,000 (year ended 31 March 2024: £23,000) against stock of £4,912,000 (year ended 31 March 2024: £4,347,000).

 

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 24 -
3
Turnover
Restated
Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Turnover analysed by class of business
Sale of goods
25,160
33,198
Rendering of services
4,284
6,260
Commissions
6,147
7,852
Promotional activities (see note 24)
25,586
31,217
61,177
78,527
Restated
Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Turnover analysed by geographical market
United Kingdom
58,310
75,115
Rest of World
2,867
3,412
61,177
78,527
4
Interest receivable and similar income
Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Interest income
Interest on bank deposits
153
173
Interest receivable from group companies
-
0
48
Total income
153
221
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 25 -
5
Operating profit
Period
Year
ended
ended
31 December
31 March
2024
2024
Operating profit for the period is stated after charging:
£000
£000
Exchange losses
8
4
Depreciation of owned tangible fixed assets
163
66
Amortisation of intangible assets
27
61
Share based payments expense
-
62
Operating lease charges
183
338
Management charge
1,546
1,398
6
Auditor's remuneration
Period
Year
ended
ended
31 December
31 March
2024
2024
Fees payable to the company's auditor and associates:
£000
£000
For audit services
Audit of the financial statements of the company
104
101
For other services
Taxation compliance services
7
7
All other non-audit services
6
6
13
13
7
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

Period
Year
ended
ended
31 December
31 March
2024
2024
Number
Number
Management and administration
33
29
Selling
101
104
Total
134
133
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
7
Employees
(Continued)
- 26 -

Their aggregate remuneration comprised:

Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Wages and salaries
4,698
6,004
Social security costs
493
630
Pension costs
210
249
5,401
6,883
8
Directors' remuneration
Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Directors' emoluments
60
811
Company contributions to defined contribution pension schemes
3
37
63
848

During the period retirement benefits were accruing to 6 Directors (year ended 31 March 2024: 5) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £16,000 (year ended 31 March 2024: £194,000).

The value of the Company’s contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £nil (year ended 31 March 2024: £nil).

During the period 6 (year ended 31 March 2024: 5) Directors were remunerated by the holding company, Ceuta Holdings Limited, until 2 May 2024. From 2 May 2024 Directors were remunerated by the new intermediate parent company IQVIA Ltd. It was not possible to accurately apportion time across each Group entity, therefore no remuneration is disclosed in the financial statements of Ceuta Healthcare Limited for these Directors.

 

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 27 -
9
Taxation
Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Current tax
UK corporation tax on profits for the current period
1,147
1,832
Adjustments in respect of prior periods
-
0
8
Total current tax
1,147
1,840
Deferred tax
Origination and reversal of timing differences
(8)
1
Total tax charge
1,139
1,841

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Profit before taxation
4,423
7,245
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2024: 25.00%)
1,106
1,811
Tax effect of expenses that are not deductible in determining taxable profit
4
22
Adjustments to tax in prior year
-
0
7
Short-term timing difference leading to an increase / (decrease) in taxation
-
0
1
Deferred tax not recognised
29
-
0
Taxation charge for the period
1,139
1,841

The company is part of a multinational group headed by IQVIA Holdings Inc., a US-incorporated company, with consolidated annual revenue exceeding €750 million. As such, the group is within the scope of the OECD’s Pillar Two Global Anti-Base Erosion (GloBE) Model Rules, which introduce a global minimum effective tax rate of 15%. The company is claiming exemption from Pillar Two-specific disclosures in accordance with FRS 102 B1.7, as these disclosures will be included in the consolidated financial statements of the ultimate parent, IQVIA Holdings Inc.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 28 -
10
Dividends
Period
Year
ended
ended
31 December
31 March
2024
2024
£000
£000
Ordinary dividend - interim paid
1,550
5,300
11
Intangible fixed assets
Computer software
Other intangible fixed assets
Brands
Total
£000
£000
£000
£000
Cost
At 1 April 2024 and 31 December 2024
492
45
2,388
2,925
Amortisation and impairment
At 1 April 2024
465
45
2,388
2,898
Charge for the period on owned assets
27
-
0
-
0
27
At 31 December 2024
492
45
2,388
2,925
Carrying amount
At 31 December 2024
-
0
-
0
-
0
-
0
At 31 March 2024
27
-
0
-
0
27
12
Tangible fixed assets
Fixtures and fittings
Computer equipment
Motor vehicles
Other fixed assets
Total
£000
£000
£000
£000
£000
Cost
At 1 April 2024
174
145
17
53
389
Additions
-
0
5
-
0
1
6
At 31 December 2024
174
150
17
54
395
Depreciation and impairment
At 1 April 2024
102
73
17
40
232
Charge for the period on owned assets
72
77
-
0
14
163
At 31 December 2024
174
150
17
54
395
Carrying amount
At 31 December 2024
-
0
-
0
-
0
-
0
-
0
At 31 March 2024
72
72
-
0
13
157
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 29 -
13
Stocks
31 December
31 March
2024
2024
£000
£000
Finished goods and goods for resale
5,107
4,339

Stock recognised in cost of sales during the period as an expense was £21,330,000 (year ended 31 March 2024: £28,070,000). Impairment loses totalling £66,000 (year ended 31 March 2024: £23,000) were recognised in the Statement of Comprehensive income.

14
Debtors
31 December
31 March
2024
2024
Amounts falling due within one year:
£000
£000
Trade debtors
31,326
37,035
Amounts owed by group undertakings
94
179
Other debtors
1,537
268
Prepayments and accrued income
1,826
2,063
34,783
39,545

Amounts owed by group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

Trade debtors are stated after a provisions for impairment reversal of £13,000 (year ended 31 March 2024: £39,000).

15
Cash and cash equivalents
31 December
31 March
2024
2024
£000
£000
Cash at bank and in hand
6,571
3,070
6,571
3,070
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 30 -
16
Creditors: amounts falling due within one year
31 December
31 March
2024
2024
£000
£000
Trade creditors
19,283
17,821
Amounts owed to group undertakings
26
133
Corporation tax
921
910
Other taxation and social security
1,910
2,768
Other creditors
1,089
1,229
Accruals and deferred income
15,269
18,040
38,498
40,901

Amounts owed to group undertakings are unsecured, interest free, have no fixed date of repayment and are repayable on demand.

17
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
31 December
31 March
2024
2024
Balances:
£000
£000
Accelerated capital allowances
-
8
31 December
31 March
2024
2024
Movements in the period:
£000
£000
Liability at 1 April 2024
8
7
Charge to profit or loss
(8)
1
Liability at 31 December 2024
-
8

In line with the July 2023 amendments to FRS 102, the company does not recognise deferred tax assets or liabilities arising from the OECD Pillar Two global minimum tax rules, due to the temporary exception under FRS102.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 31 -
18
Share capital
31 December
31 March
31 December
31 March
2024
2024
2024
2024
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100,000
100,000
1,000
1,000
A Ordinary shares of 1p each
8,900
8,900
89
89
108,900
108,900
1,089
1,089

The Ordinary Shares and A Ordinary Shares shall rank pari passu in all respects as if they constituted a single class of share.

19
Retirement benefit schemes
31 December
31 March
2024
2024
Defined contribution schemes
£000
£000
Charge to profit or loss in respect of defined contribution schemes
210
249
Contributions owed to fund at balance sheet date and included in creditors
56
100

The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.

20
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

31 December
31 March
2024
2024
£000
£000
Within one year
478
469
Between two and five years
700
892
1,178
1,361
21
Related party transactions
Transactions with related parties

During the period the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
1HQ Limited
Common control held by the ultimate parent
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
21
Related party transactions
(Continued)
- 32 -
Description of
Income
Payments
transaction
31 December
31 March
31 December
31 March
2024
2024
2024
2024
£000
£000
£000
£000
1HQ Limited
Sales to and expenses from related parties
-
0
18
-
0
36
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
31 December
31 March
31 December
31 March
2024
2024
2024
2024
£000
£000
£000
£000
1HQ Limited
N/A
-
N/A
13
Other information

At the balance sheet date Ceuta Holdings Limited is the immediate parent company.

As permitted under FRS 102 disclosure exemption paragraph 33.1a, transactions and balances with wholly owned fellow group companies of IQVIA Holdings Inc. have not been disclosed in these financial statements.

1HQ Limited was owned 70% by Ceuta Holdings Limited until 2 May 2024. On this date Ceuta Holdings Limited acquired the remaining 30% shareholding. Transactions with 1HQ Limited have been disclosed to 2 May 2024 after which point the above exemption applies.

During the period Ceuta Healthcare Limited paid rent of £14,000 (year ended 31 March 2024: £166,000) to the Private Pension Hill House Group SIPP of which A Z D’Abreo, who was a director until 1 May 2024, is a member.

 

22
Share-based payment transactions
On 16th July 2023, the Group issued 3,000 D2 ordinary shares – 2,000 to five senior members of the management team, one of whom is a Director of Ceuta Healthcare Limited, and 1,000 as part of an EBT scheme – designed to accelerate the growth of the Group. The shares have the right to participate in the proceeds of sale of the Group once they exceed a hurdle of £70m. The Group have assessed that the D2 Shares constitute a share-based payment under Section 26 of FRS 102 and as such have calculated the fair value of the scheme using a Black-Scholes valuation with appropriate inputs.
The number and weighted average exercise price of share options issued by the company are as follows:
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
22
Share-based payment transactions
(Continued)
- 33 -
Number of share options
Weighted average exercise price
2024
2024
2024
2024
Number
Number
£000
£000
Outstanding at 1 April 2024
200
-
0
2.39
-
0
Granted
-
0
200
-
0
2.39
Expired
(200)
0
-
0
2.39
-
0
Outstanding at 31 December 2024
-
0
200
-
0
2.39
Exercisable at 31 December 2024
-
0
-
0
-
0
-
0

The fair value of the growth shares was measured using the Black-Scholes model:

 

Grant date                    16-Jul-23

Weighted average fair value per share (£)        346.73

Inputs for model:    

Weighted average share price (£)            2.07

Weighted average exercise price (£)        2.39

Expected volatility                 35.3%

Expected life (years)                2.00

Risk-free rate                    5.2%

Expected dividend yields                0.0%

Period ended
Year ended
31 December
31 March
2024
2024
£000
£000
Expenses recognised in the period
Related to equity settled share based payments recognised in equity
-
62
CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
22
Share-based payment transactions
(Continued)
- 34 -

During prior periods the Group issued a number of shares to select members of management. The shares issued to them provide a preferential share of proceeds to the holders of the Tranche 1, Tranche 2 and D Ordinary shares in the event that an exit event occurs with proceeds above certain hurdles. This means that the shares are to be accounted for as a share-based payment.

The equity was granted such that it takes the form of a fixed return of proceeds beyond hurdles. The schemes issues in prior periods were valued using a Monte-Carlo valuation model, the inputs for which were as follows, using a panel of listed benchmark equities. In the current year, a Black-Scholes valuation model was used.    

Share class

Tranche 1

Tranche 2

D Ordinary

D Ordinary

Grant date

15 June 2013

15 June 2013

01 December 2016

12 July 2017

Number of shares

3,000,000

1,500,000

900

300

Vesting period

5 years

5 years

2 years

2 years

Volatility

 

 

63.10%

63.10%

Dividend yield

 

 

0.00%

0.00%

Risk-free rate

 

 

3.9%

3.9%

 

The Company has recognised an expense of £nil (year ended 31 March 2024: £62,000) in its profit and loss account for the period.

 

Share based payment arrangements with a total recognised expense of £62,000 expired unvested during the period, following the parent company's acquisition by IQVIA Ltd, which occurred before the end of the vesting period. The previously recognised expense has been credited to the profit and loss reserve, as no replacement awards were granted.

 

23
Ultimate controlling party

At the balance sheet date, the Company is a 100% subsidiary undertaking of Ceuta Holdings Limited. Ceuta Holdings Limited was acquired by IQVIA Ltd on 2 May 2024. At that date IQVIA Holdings Inc. became the ultimate controlling party.

 

IQVIA Holdings Inc. is the ultimate controlling party as at the date of approval of these financial statements. This company is incorporated in Delaware, United States of America.

At the balance sheet date, the largest and smallest group in which the results of the Company are consolidated is that headed by IQVIA Holdings Inc., registered at 251 Little Falls Drive, Wilmington, Delaware, 19808 United States. IQVIA Holdings Inc. financial statements are publicly available and may be obtained the company’s website www.iqvia.com.

CEUTA HEALTHCARE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 35 -
24
Prior period adjustment
Reconciliation of changes in equity
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
Year
ended
31 March
2024
£000
Adjustments to prior period
Revenue
31,217
Cost of Sales
(31,217)
Total adjustments
-
Profit as previously reported
5,404
Profit as adjusted
5,404
Notes to reconciliation
Change in revenue recognition policy

During the period, management undertook a review of revenue recognition policies, and identified that a number of contracts that had previously been recognised on the basis of Agent (and therefore net income was recognised) should have been recognised as Principal, and therefore revenue should be recognised on a gross basis. Therefore, a change in accounting policy has been applied to present certain transactions on a gross basis rather than net. As a result, prior year revenue and cost of sales have each been increased by £31,217,000, with no impact on gross profit or retained earnings.

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