IRIS Accounts Production v25.2.0.378 09469129 Board of Directors 31.12.24 1.1.24 31.12.24 31.12.24 Medium entities These accounts have been prepared in accordance with the provisions applicable to companies subject to the medium-sized companies regime. parent company true true false true true false false false true false A Ordinary 0 B Ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh094691292023-12-31094691292024-12-31094691292024-01-012024-12-31094691292022-12-31094691292023-01-012023-12-31094691292023-12-3109469129ns15:EnglandWales2024-01-012024-12-3109469129ns14:PoundSterling2024-01-012024-12-3109469129ns10:Director12024-01-012024-12-3109469129ns10:Consolidated2024-12-3109469129ns10:ConsolidatedGroupCompanyAccounts2024-01-012024-12-3109469129ns10:PrivateLimitedCompanyLtd2024-01-012024-12-3109469129ns10:Consolidatedns10:MediumEntities2024-01-012024-12-3109469129ns10:Consolidatedns10:Audited2024-01-012024-12-3109469129ns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-01-012024-12-3109469129ns10:Medium-sizedCompaniesRegimeForAccounts2024-01-012024-12-3109469129ns10:Consolidated2024-01-012024-12-3109469129ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForDirectorsReport2024-01-012024-12-3109469129ns10:Consolidatedns10:Medium-sizedCompaniesRegimeForAccounts2024-01-012024-12-3109469129ns10:FullAccounts2024-01-012024-12-310946912912024-01-012024-12-3109469129ns10:OrdinaryShareClass12024-01-012024-12-3109469129ns10:OrdinaryShareClass22024-01-012024-12-3109469129ns10:Director22024-01-012024-12-3109469129ns10:Director32024-01-012024-12-3109469129ns10:RegisteredOffice2024-01-012024-12-3109469129ns10:Consolidated2023-01-012023-12-3109469129ns5:CurrentFinancialInstruments2024-12-3109469129ns5:CurrentFinancialInstruments2023-12-3109469129ns5:ShareCapital2024-12-3109469129ns5:ShareCapital2023-12-3109469129ns5:SharePremium2024-12-3109469129ns5:SharePremium2023-12-3109469129ns5:FurtherSpecificReserve1ComponentTotalEquity2024-12-3109469129ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-3109469129ns5:RetainedEarningsAccumulatedLosses2024-12-3109469129ns5:RetainedEarningsAccumulatedLosses2023-12-3109469129ns5:ShareCapital2022-12-3109469129ns5:RetainedEarningsAccumulatedLosses2022-12-3109469129ns5:SharePremium2022-12-3109469129ns5:FurtherSpecificReserve1ComponentTotalEquity2022-12-3109469129ns5:RetainedEarningsAccumulatedLosses2023-01-012023-12-3109469129ns5:FurtherSpecificReserve1ComponentTotalEquity2023-01-012023-12-3109469129ns5:RetainedEarningsAccumulatedLosses2024-01-012024-12-3109469129ns5:FurtherSpecificReserve1ComponentTotalEquity2024-01-012024-12-3109469129ns5:NetGoodwill2024-01-012024-12-3109469129ns5:IntangibleAssetsOtherThanGoodwill2024-01-012024-12-3109469129ns5:LandBuildingsns5:OwnedOrFreeholdAssets2024-01-012024-12-3109469129ns5:LeaseholdImprovements2024-01-012024-12-3109469129ns5:FurnitureFittings2024-01-012024-12-3109469129ns5:CostValuation2023-12-3109469129ns5:WithinOneYearns5:CurrentFinancialInstruments2024-12-3109469129ns5:WithinOneYearns5:CurrentFinancialInstruments2023-12-3109469129ns10:OrdinaryShareClass12024-12-3109469129ns10:OrdinaryShareClass22024-12-3109469129ns5:RetainedEarningsAccumulatedLosses2023-12-3109469129ns5:SharePremium2023-12-3109469129ns5:FurtherSpecificReserve1ComponentTotalEquity2023-12-31
REGISTERED NUMBER: 09469129 (England and Wales)















HELIUM MIRACLE 157 LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024






HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 5

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Cash Flow Statement 15

Notes to the Consolidated Financial Statements 16


HELIUM MIRACLE 157 LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 DECEMBER 2024







DIRECTORS: R M Jones
Mrs S J Jones
M Bou Tayeh





REGISTERED OFFICE: 232 Hall Street
Warrington
Cheshire
WA1 2BW





REGISTERED NUMBER: 09469129 (England and Wales)





AUDITORS: Murray Smith LLP
Chartered Accountants
Statutory Auditors
Darland House
44 Winnington Hill
Northwich
Cheshire
CW8 1AU

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

Principle Activities and Future Developments
Helium Miracle 157 Ltd throughout 2024 and in line with the Business strategic plan, continued with the two main strands to the Business.

- Evolution Childcare Group - Our Corporate group of Nurseries, dedicated to providing outstanding Childcare for Children aged 6 weeks to 5 years
- Evolution Childcare Franchise - Our hand selected group of franchisees, dedicated to mirroring our ethos and delivering outstanding outcomes for children and their families.

Evolution Childcare currently operates from 5 Corporate Branches, 2 UK Franchise Branches and 1 International branch in China.

Our primary focus is on the children in everything we provide and do, and this has been designed through putting the eyes of the child at the heart of our facilities. Each child's sense of curiosity is ignited from the onset with our beautiful, brightly coloured settings, the fully age and stage appropriate resources and the equipment all suitably sourced at their own height. This enables them to discover, learn and stimulate their individual interests as they develop their sense of independence and self-learning whilst continually developing in a safe, secure, and loving environment. The success of this ethos has been seen in the accolades and awards the group have won such as 'training and development of the Year' '5 Most inspirational in the Sector', Ofsted Outstanding and Winner of the Nursery Group Recognition Award.

Evolution Childcare have invested into our own bespoke e-learning programme to ensure the Evolution team continue to embed our policies, procedures, and practises into everything they do. This online e-learning further advances Evolutions already robust safeguarding and child protection processes not just at the point of recruitment and the first 3 months probationary period, but for the entire period of employment and advancement in personal development within the Company. Having our own platform has enabled specific training to be quickly delivered to our team to Mirror the EYFS updates in the Sector such as Behaviour Management, Special Educational Needs and Safeguarding.

The Economic backdrop has remained challenging this year with high levels of wage inflation, an increasing cost of living and ongoing challenges in the employment market such of lack of available staff members looking for jobs. The Larger National Groups have made it increasingly difficult for us to employ as they have increased local wages significantly above the minimum wage to entice qualified staff to them which has had a knock on to the wages we would normally pay for these positions and those of our career ladder to ensure we are competitive. Staff are no longer looking for full time contracts but instead favouring part time roles and using the benefit system to enable them to work part time and have a better work/life balance. This is challenging as our ethos is on loyal and long serving team members for our children and families to bond with.

Staffing continues to be a tremendous challenge in 2024 and will continue to be a Sector problem in the coming years, with many practitioners leaving the sector due to the Cost of living crisis or simply entering the sector younger and more inexperienced. For this reason we have enhanced our staff packages with many personal touches to assist practitioners in remaining in the industry that they are passionate about and our training both inhouse and external that we provide has been enhanced. In addition we continue to see a significant rise in Staff Mental Health challenges and have been robustly training our Management team to recognise Mental health signs and symptoms in infancy to support our team as early as possible and have budgeted counselling support for those in need.

Principle Risks and Uncertainties
The principal risks associated with the business are:

Macroeconomic Factors
In the Current environment with increases in Interest Rates, inflation, National Insurance rises and wage increases, there is a risk that fees do not rise in line with costs, resulting in pressure on margins. Evolution Childcare have full control over the price we set for the outstanding service we provide. We continually monitor competition to ensure that pricing remains in line with the market but also is adequate to allow the group to attract and retain full staffing teams and never relying on bank staff to fill staff voids. We do not have control over the funding rates set by the department of Education and that passed on by Local Authorities however we feel confident from Sector advisories that lessons have been learned and that the Sector can adequately support Government funded places now and the promised additional places offered in the future.


HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Reputational Risk and Ofsted
Evolution Childcare reputations are protected with robust systems, audits and procedures which are closely monitored and regularly reviewed. Evolution is incredibly proud of its reputation and continues to train, develop, empower, and reward all its staff with this in mind. Evolution have been scored an inspiring 10 out of 10 score voted and commented on by Parents for Parents via the daynurseries.co.uk forums. An achievement the Directors are exceptionally proud of. Two of our settings The Abbey and Blackbrook for the second year running 2023 and 2024, were voted in the top 10 Nurseries in the UK which is a credit to the dedicated and hard working teams.

Business Interruption
Evolution have contingency plans in place for most situations and our team are all trained to manage these. We have an in-house maintenance team who manage our premises daily and weekly with thorough building audits and assessments, however where a situation is unable to be planned for in advance for such as the closure of a building unfit for purpose, due to extreme external facts such as flooding, then we have extensive insurance policies in place to cover extreme circumstances and protect the financial viability of the businesses.

Staffing continues to remain our greatest challenge as the rise in living wage continues to put pressure on an already fragmented career option. We continue to suffer the consequences of the limited staff force entering the sector as a minimum wage option, the expectations on the role and the responsibility of job in hand.

Performance of the Business
The performance of the business is reviewed regularly. Monthly management accounts and KPI's are produced and compared month by month, in comparison to other years and to budgets. Cash flow forecasting and overhead spend analysis is also carried out on a monthly basis. The Directors have invested into Survey Monkey QR code feedback to receive direct feedback from, Parent show rounds, Parent Starters, Staff Interviews, Staff Starters and Staff Leavers. This feedback is crucial to enable us to engage our Staff and Parents opinions, likes, dislikes, comments and compliments and feed this back to our Management team to make positive changes and ensure the culture of Evolution is embedded into our practice. The Directors are confident that the regular analysis of the KPI's allows excellent and reliable management of the business.

Property Investment
As Evolution Childcare operates out of our Helium Miracle Property portfolio it is essential that our Properties are well maintained, continually refurbed and invested in. 2023 brought the start of our Building Schedule of Works focussing on Kalgarth Grange and Willows Nursery Schools. This programme of works will be ongoing to complete December 2025.

Employment of Disabled Persons
Evolution gives full consideration to applications for employment by disabled persons where the candidate's ability and skills are appropriate for the job. Evolution Childcare employs individuals with special requirements which are catered and supported for.

Employee Involvement
The experience of the long serving team members continues to be an asset to the Company. Evolution encourages and is committed to the personal development of all our employees and alongside our own internal staff training e-learning portal, we commit to providing opportunities for continued training and career progression within the business. We continually reward our long serving staff with Annual rewards on their anniversary of 5 years and above.

The Directors would like to thank each and every one of our team for their continued support and loyalty to the business, without which it would not be possible to achieve our goals and growth planned for the Business.

ON BEHALF OF THE BOARD:





Mrs S J Jones - Director


26 September 2025

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2024.

DIVIDENDS
During the year, interim dividends of £44,100 were paid to Ordinary A shareholders and £18,900 to Ordinary B shareholders.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

R M Jones
Mrs S J Jones
M Bou Tayeh

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Murray Smith LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mrs S J Jones - Director


26 September 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HELIUM MIRACLE 157 LIMITED

Opinion
We have audited the financial statements of Helium Miracle 157 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HELIUM MIRACLE 157 LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page four, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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

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

The audit procedures designed to identify irregularities included:
- Enquiry of management and those charged with governance around actual and potential litigation and claims;
- Enquiry of company staff with responsibilities for tax and compliance matters to identify any instances of
non-compliance with laws and regulations;
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with
applicable laws and regulations;
- Auditing the risk of management override of controls, including through testing journal entries and other
adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the
normal course of business.

There are inherent limitations in the audit procedures described above and, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, intentional misrepresentations or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
HELIUM MIRACLE 157 LIMITED


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




Steven Williams (Senior Statutory Auditor)
for and on behalf of Murray Smith LLP
Chartered Accountants
Statutory Auditors
Darland House
44 Winnington Hill
Northwich
Cheshire
CW8 1AU

26 September 2025

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

TURNOVER 4 3,268,383 2,988,358

Cost of sales 2,039,914 1,777,542
GROSS PROFIT 1,228,469 1,210,816

Administrative expenses 1,413,536 1,417,337
(185,067 ) (206,521 )

Other operating income 2,600 6,452
OPERATING LOSS 6 (182,467 ) (200,069 )

Gain/loss on revaluation of assets - (33,333 )
(182,467 ) (233,402 )

Interest payable and similar expenses 7 105,437 78,100
LOSS BEFORE TAXATION (287,904 ) (311,502 )

Tax on loss 8 33,494 (106,159 )
LOSS FOR THE FINANCIAL YEAR (321,398 ) (205,343 )
Loss attributable to:
Owners of the parent (321,398 ) (205,343 )

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (321,398 ) (205,343 )


OTHER COMPREHENSIVE INCOME
Revaluation of freehold property 1,170,000 -
Income tax relating to other comprehensive
income

(268,500

)

-
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

901,500

-
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

580,102

(205,343

)

Total comprehensive income attributable to:
Owners of the parent 580,102 (205,343 )

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

CONSOLIDATED BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - 409,171
Tangible assets 12 5,668,238 4,605,301
Investments 13 - -
Investment property 14 125,000 291,667
5,793,238 5,306,139

CURRENT ASSETS
Debtors 15 1,255,780 1,121,498
Cash at bank and in hand 183,218 89,878
1,438,998 1,211,376
CREDITORS
Amounts falling due within one year 16 472,165 390,025
NET CURRENT ASSETS 966,833 821,351
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,760,071

6,127,490

CREDITORS
Amounts falling due after more than one
year

17

(1,214,713

)

(1,352,937

)

PROVISIONS FOR LIABILITIES 21 (615,443 ) (361,740 )
NET ASSETS 4,929,915 4,412,813

CAPITAL AND RESERVES
Called up share capital 22 24,407 24,407
Share premium 23 1,345,693 1,345,693
Revaluation reserve 23 3,095,208 2,193,708
Other reserves 23 73,835 483,006
Profit and loss account 23 390,772 365,999
SHAREHOLDERS' FUNDS 4,929,915 4,412,813

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:





Mrs S J Jones - Director


HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

COMPANY BALANCE SHEET
31 DECEMBER 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 11 - -
Tangible assets 12 - -
Investments 13 4,289,200 3,970,200
Investment property 14 - -
4,289,200 3,970,200

CURRENT ASSETS
Debtors 15 1,706,475 1,677,316
Cash at bank 50,209 -
1,756,684 1,677,316
CREDITORS
Amounts falling due within one year 16 387,296 307,928
NET CURRENT ASSETS 1,369,388 1,369,388
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,658,588

5,339,588

CAPITAL AND RESERVES
Called up share capital 22 24,407 24,407
Share premium 23 1,345,693 1,345,693
Other reserves 23 4,269,000 3,950,000
Profit and loss account 23 19,488 19,488
SHAREHOLDERS' FUNDS 5,658,588 5,339,588

Company's profit for the financial year 63,000 -

The financial statements were approved by the Board of Directors and authorised for issue on 26 September 2025 and were signed on its behalf by:





Mrs S J Jones - Director


HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up Profit
share and loss Share
capital account premium
£    £    £   
Balance at 1 January 2023 24,407 162,171 1,345,693

Changes in equity
Total comprehensive income - 203,828 -
Balance at 31 December 2023 24,407 365,999 1,345,693

Changes in equity
Dividends - (63,000 ) -
Total comprehensive income - 87,773 -
Balance at 31 December 2024 24,407 390,772 1,345,693
Revaluation Other Total
reserve reserves equity
£    £    £   
Balance at 1 January 2023 2,193,708 892,177 4,618,156

Changes in equity
Total comprehensive income - (409,171 ) (205,343 )
Balance at 31 December 2023 2,193,708 483,006 4,412,813

Changes in equity
Dividends - - (63,000 )
Total comprehensive income 901,500 (409,171 ) 580,102
Balance at 31 December 2024 3,095,208 73,835 4,929,915

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024

Called up Profit
share and loss Share Other Total
capital account premium reserves equity
£    £    £    £    £   
Balance at 1 January 2023 24,407 19,488 1,345,693 3,480,000 4,869,588

Changes in equity
Total comprehensive income - - - 470,000 470,000
Balance at 31 December 2023 24,407 19,488 1,345,693 3,950,000 5,339,588

Changes in equity
Dividends - (63,000 ) - - (63,000 )
Total comprehensive income - 63,000 - 319,000 382,000
Balance at 31 December 2024 24,407 19,488 1,345,693 4,269,000 5,658,588

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 252,544 196,207
Interest paid (105,437 ) (78,100 )
Tax paid (30,076 ) (19,406 )
Net cash from operating activities 117,031 98,701

Cash flows from investing activities
Purchase of tangible fixed assets (189 ) (9,690 )
Sale of investment property 166,667 -
Net cash from investing activities 166,478 (9,690 )

Cash flows from financing activities
Loan repayments in year (126,448 ) (94,880 )
Amount introduced by directors 44,100 110,472
Amount withdrawn by directors (44,821 ) (109,909 )
Equity dividends paid (63,000 ) -
Net cash from financing activities (190,169 ) (94,317 )

Increase/(decrease) in cash and cash equivalents 93,340 (5,306 )
Cash and cash equivalents at beginning of
year

2

89,878

95,184

Cash and cash equivalents at end of year 2 183,218 89,878

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Loss before taxation (287,904 ) (311,502 )
Depreciation charges 516,423 516,052
Loss on revaluation of fixed assets - 33,333
Finance costs 105,437 78,100
333,956 315,983
Increase in trade and other debtors (134,282 ) (58,390 )
Increase/(decrease) in trade and other creditors 52,870 (61,386 )
Cash generated from operations 252,544 196,207

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024
31.12.24 1.1.24
£    £   
Cash and cash equivalents 183,218 89,878
Year ended 31 December 2023
31.12.23 1.1.23
£    £   
Cash and cash equivalents 89,878 95,184


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.1.24 Cash flow At 31.12.24
£    £    £   
Net cash
Cash at bank and in hand 89,878 93,340 183,218
89,878 93,340 183,218
Debt
Debts falling due within 1 year (114,673 ) (11,776 ) (126,449 )
Debts falling due after 1 year (686,877 ) 138,224 (548,653 )
(801,550 ) 126,448 (675,102 )
Total (711,672 ) 219,788 (491,884 )

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1. STATUTORY INFORMATION

Helium Miracle 157 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. STATEMENT OF COMPLIANCE

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

3. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The presentation currency is £ sterling.

Basis of consolidation
The Group financial statements consolidate the results of the Company and its subsidiary undertakings. The results of subsidiaries acquired are consolidated for the periods from which control passes to the Group. Acquisitions are accounted for under the acquisition method.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and estimates
The Group continually reviews its approach to estimations and judgements within the financial statements with a view to mitigate material misstatements. Historical experience along with other factors are used to create prudent accounting policies. Combining these policies with informed forecasts of the Group's future, enables fair and consistent assumptions and estimates to be concluded.
Significant provisions are monitored by management and best estimates are maintained in accordance with any legal or contractual requirements.

Turnover
Turnover represents the value of services provided in the year, excluding value added tax.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2015, is being amortised evenly over its estimated useful life of ten years.

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

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Freehold property - 2% on cost
Improvements to property - 25% on cost and 4% on cost
Fixtures and fittings - 25% on cost

Freehold property is included at fair value at the date of the most recent valuation, less any subsequent accumulated depreciation. Gains are recognised in other comprehensive income and accumulated in the revaluation reserve. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

Government grants
Grants are included in the profit and loss account on a receivable basis. The balance of income received for specific purposes but not expended during the period is shown on the balance sheet. Where income is received in advance of meeting any performance-related conditions there is not unconditional entitlement to the income and its recognition is deferred and included in creditors as deferred income until the performance-related conditions are met. Where entitlement occurs before income is received, the income is accrued.

Investment property
Investment property is included at fair value. Gains are recognised in the income statement. Deferred taxation is provided on these gains at the rate expected to apply when the property is sold.

Financial instruments
Basic financial assets and liabilities are initially recognised at the transaction price unless the arrangement constitutes a financing transaction where the transaction is measured at the present value of the future payments discounted at a market rate of interest.

Such assets and liabilities are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

3. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost less any provision for impairment.

Cash and cash equivalents
Cash and cash equivalents includes cash at bank and in hand less bank overdrafts.

4. TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Rendering of services 3,268,383 2,988,358
3,268,383 2,988,358

5. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 1,922,194 1,677,789
Social security costs 136,998 107,141
Other pension costs 29,624 26,621
2,088,816 1,811,551

The average number of employees during the year was as follows:
2024 2023

Directors 1 1
Administration 4 4
Nursery 96 94
101 99

2024 2023
£    £   
Directors' remuneration 54,500 52,250
Directors' pension contributions to money purchase schemes 1,275 1,270

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

6. OPERATING LOSS

The operating loss is stated after charging:

2024 2023
£    £   
Depreciation - owned assets 107,252 106,881
Goodwill amortisation 409,171 409,171
Auditors' remuneration 38,000 32,000
Operating lease payments 43,000 50,500

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank loan interest 55,155 57,384
Loan interest 49,468 20,295
Corporation tax interest 814 421
105,437 78,100

8. TAXATION

Analysis of the tax charge/(credit)
The tax charge/(credit) on the loss for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 48,291 10,834

Deferred tax (14,797 ) (116,993 )
Tax on loss 33,494 (106,159 )

Reconciliation of total tax charge/(credit) included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Loss before tax (287,904 ) (311,502 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 25 %)

(71,976

)

(77,876

)

Effects of:
Expenses not deductible for tax purposes 106,250 102,819
Capital allowances in excess of depreciation - (2,074 )
Depreciation in excess of capital allowances 682 -
Utilisation of tax losses (4,323 ) (6,598 )
Adjustments to tax charge in respect of previous periods - (24,361 )
Difference in tax rate on deferred tax provisions - 340
Affect of change in tax rate during year (961 ) (2,822 )
Affect of embedded capital allowances claim during year 3,822 (95,587 )
Total tax charge/(credit) 33,494 (106,159 )

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

8. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Revaluation of freehold property 1,170,000 (268,500 ) 901,500

9. INDIVIDUAL INCOME STATEMENT

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


10. DIVIDENDS
2024 2023
£    £   
A Ordinary shares of £1 each
Interim 44,100 -
B Ordinary shares of £1 each
Interim 18,900 -
63,000 -

11. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 January 2024
and 31 December 2024 8,906,165
AMORTISATION
At 1 January 2024 8,496,994
Amortisation for year 409,171
At 31 December 2024 8,906,165
NET BOOK VALUE
At 31 December 2024 -
At 31 December 2023 409,171

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

12. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
Freehold to and
property property fittings Totals
£    £    £    £   
COST OR VALUATION
At 1 January 2024 4,522,416 401,231 6,697 4,930,344
Additions - - 189 189
Revaluations 900,000 - - 900,000
At 31 December 2024 5,422,416 401,231 6,886 5,830,533
DEPRECIATION
At 1 January 2024 180,000 141,504 3,539 325,043
Charge for year 90,000 16,221 1,031 107,252
Revaluation adjustments (270,000 ) - - (270,000 )
At 31 December 2024 - 157,725 4,570 162,295
NET BOOK VALUE
At 31 December 2024 5,422,416 243,506 2,316 5,668,238
At 31 December 2023 4,342,416 259,727 3,158 4,605,301

Included in cost or valuation of land and buildings is freehold land of £22,416 (2023 - £22,416) which is not depreciated.

Cost or valuation at 31 December 2024 is represented by:

Improvements Fixtures
Freehold to and
property property fittings Totals
£    £    £    £   
Valuation in 2016 1,038,566 - - 1,038,566
Valuation in 2017 865,000 - - 865,000
Valuation in 2018 165,000 - - 165,000
Valuation in 2021 531,973 - - 531,973
Valuation in 2025 900,000 - - 900,000
Cost 1,921,877 401,231 6,886 2,329,994
5,422,416 401,231 6,886 5,830,533

If freehold property had not been revalued it would have been included at the following historical cost:

2024 2023
£    £   
Cost 1,921,877 1,921,877
Aggregate depreciation 421,162 382,724

Freehold property was valued on an open market basis on 25 April 2025 by Morgans of Cheshire .

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

13. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2024
and 31 December 2024 9,000,200
PROVISIONS
At 1 January 2024 5,030,000

Provision written back (319,000 )
At 31 December 2024 4,711,000
NET BOOK VALUE
At 31 December 2024 4,289,200
At 31 December 2023 3,970,200


The above represents the parent company's 100% ordinary share holdings in the following companies which were all incorporated in England and Wales. All subsidiary undertakings have been included in the Group's consolidated accounts.

All subsidiaries have the same registered office as the parent company.

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the company:

Name Class of shares Holding Principal activity
Evolution Adultcare Property Limited Ordinary 100% Property rental
Evolution Care Property Limited Ordinary 100% Property holding company
Evolution Childcare Franchise Limited Ordinary 100% Nursery franchisor
Kalgarth Grange Nursery School Limited Ordinary 100% Nursery school
The Abbey Nursery Limited Ordinary 100% Nursery school
The Stables Nursery School Limited Ordinary 100% Nursery school
The Willows Nursery School Limited Ordinary 100% Nursery school
Evolution Childcare Limited Ordinary 100% Dormant
Blackbrook Nursery School Limited Ordinary 100% Nursery school

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

14. INVESTMENT PROPERTY

Group
Total
£   
FAIR VALUE
At 1 January 2024 291,667
Disposals (166,667 )
At 31 December 2024 125,000
NET BOOK VALUE
At 31 December 2024 125,000
At 31 December 2023 291,667

Fair value at 31 December 2024 is represented by:
£   
Valuation in 2016 21,731
Valuation in 2017 55,000
Valuation in 2018 35,000
Valuation in 2021 (75,000 )
Cost 88,269
125,000

Investment property was valued on an open market basis on 31 December 2024 by the directors .

15. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Trade debtors 20,991 45,366 - -
Amounts owed by group undertakings - - 554,429 688,164
Other debtors 1,152,567 989,650 1,152,046 989,152
Prepayments 82,222 86,482 - -
1,255,780 1,121,498 1,706,475 1,677,316

16. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 18) 126,449 114,673 - -
Trade creditors 54,381 70,452 - -
Amounts owed to group undertakings - - 376,606 296,800
Corporation tax 75,350 57,135 - -
Social security and other taxes 44,240 33,515 5,714 5,598
Other creditors 628 493 - -
Directors' current accounts 809 1,530 809 1,530
Accrued expenses 170,308 112,227 4,167 4,000
472,165 390,025 387,296 307,928

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

17. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group
2024 2023
£    £   
Bank loans (see note 18) 548,653 686,877
Other creditors 666,060 666,060
1,214,713 1,352,937

18. LOANS

An analysis of the maturity of loans is given below:

Group
2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans 126,449 114,673
Amounts falling due between one and two years:
Bank loans - 1-2 years 125,508 114,673
Amounts falling due between two and five years:
Bank loans - 2-5 years 237,242 248,974
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal 185,903 323,230

19. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable
operating leases
2024 2023
£    £   
Within one year 43,000 50,500
Between one and five years 140,000 178,000
In more than five years 332,500 446,250
515,500 674,750

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

20. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£    £   
Bank loans 599,365 687,813

Bank loans are secured by a first legal charge over the freehold property owned by the group, together with fixed and floating charges over the assets of the subsidiary companies to which the loans have been made.

Terms vary on individual bank loans but they are generally repayable over a remaining term of 4 to 7 years, and interest is being charged at 3% to 4% per annum.

21. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax
Accelerated capital allowances (89,856 ) (101,416 )
Deferred tax on revaluations 705,299 463,156
615,443 361,740

Group
Deferred
tax
£   
Balance at 1 January 2024 361,740
Provided during year 253,703
Balance at 31 December 2024 615,443

22. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
17,085 A Ordinary £1 17,085 17,085
7,322 B Ordinary £1 7,322 7,322
24,407 24,407

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

23. RESERVES

Group
Profit
and loss Share Revaluation Other
account premium reserve reserves Totals
£    £    £    £    £   

At 1 January 2024 365,999 1,345,693 2,193,708 483,006 4,388,406
Deficit for the year (321,398 ) (321,398 )
Dividends (63,000 ) (63,000 )
Transfer goodwill amortisation 409,171 - - (409,171 ) -
Gain on revaluation - - 1,170,000 - 1,170,000
Deferred tax on revaluation - - (268,500 ) - (268,500 )
At 31 December 2024 390,772 1,345,693 3,095,208 73,835 4,905,508

Company
Profit
and loss Share Other
account premium reserves Totals
£    £    £    £   

At 1 January 2024 19,488 1,345,693 3,950,000 5,315,181
Profit for the year 63,000 63,000
Dividends (63,000 ) (63,000 )
Provision for impairment - - 319,000 319,000
At 31 December 2024 19,488 1,345,693 4,269,000 5,634,181


24. RELATED PARTY DISCLOSURES

Entities with control, joint control or significant influence over the entity
2024 2023
£    £   
Amount due from related party 332,391 296,745

The company has provided an unsecured advance payment of £332,391 to Al Maha Educational and Facilities Management LLC, a shareholder of the company.

Interest will not be charged on the advance.

Under the terms of the agreement, on a sale of the company, the advance shall be repaid in full, or on a return of capital, the advance shall be deducted from any distribution due to Al Maha Educational and Facilities Management LLC.

Other related parties
2024 2023
£    £   
Amount due from related party 819,655 692,405

HELIUM MIRACLE 157 LIMITED (REGISTERED NUMBER: 09469129)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 DECEMBER 2024

24. RELATED PARTY DISCLOSURES - continued

The company has provided an unsecured advance payment of £819,655 to Urban Feat Ltd, a company controlled by R M Jones.

Interest will not be charged on the advance.

Under the terms of the agreement, on a sale of the company, the advance shall be repaid in full, or on a return of capital, the advance shall be deducted from any distribution due to R M Jones.