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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) Registered number: 13065199 Annual Report For the 15-month period ended 31 December 2023
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) COMPANY INFORMATION
Directors | A I K Davies
| D Ebersman
Registered number | 13065199
Registered office | 85 Gresham Street
| London
| England
| EC2V 7NQ
Independent auditor | Forvis Mazars LLP
| Chartered Accountants & Statutory Auditor
| 2nd Floor
| 6 Sutton Plaza
| Sutton Court Road
| Sutton
| Surrey
| SM1 4FS
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) CONTENTS
| Page
Strategic Report | 1 - 6
Directors' Report | 7 - 10
Independent Auditor's Report | 11 - 14
Statement of Comprehensive Income | 15
Statement of Financial Position | 16
Statement of Changes in Equity | 17
Notes to the Financial Statements | 18 - 31
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STRATEGIC REPORT FOR THE PERIOD ENDED 31 DECEMBER 2023
Introduction
The directors present their Strategic Report for Lyra International Holdings Limited (formerly known as ICAS World Limited) (the "Company") for the 15-month period ended 31 December 2023.
Business review
An exemption from preparing consolidated accounts has been afforded to Lyra International Holdings Limited by virtue of the fact that Lyra Health Inc. will prepare publicly available consolidated accounts, including the Company and its subsidiaries. As such, both the current and prior year results presented in the financial statements for Lyra International Holdings Limited for the period ended 31 December 2023 are for the Company only. These financial statements are prepared under the Financial Reporting Standard 101 to take advantage of the disclosure exemptions afforded by the availability the consolidated financial statements of Lyra Health Inc. The size of the Global EAP market is estimated to be $8bn, with non-US market estimated to be $4bn, growing at a CAGR of 5.7%. Global events such as the Covid-19 pandemic and the Ukrainian war have given the industry strong tail winds by elevating the importance of employee Mental Health to the productivity of employees of global multinational organizations. The main driving factors of the market include companies' attention to employee mental health and job performance, increased employee pressure brought about by socio-economic development, and the continuous maturity and expansion of the EAP service market. Only 31% of the global market is covered by the leading EAP competitors with the remaining 69% largely fragmented and under-serviced. There is therefore significant opportunity for growth. The strategy to achieve this built on a revised digitally enabled customer value proposition, an appetite for acquisition, and an aggressive marketing campaign. Business growth will be achieved through a combination of organic and acquisitive growth and will be boosted by investments in the Company’s GTM initiative. Gross Profit Margin will continue to improve to reflect the change of customer mix as we acquire local market players with higher GP margins.
Principal risks and uncertainties
The Company has established a process for risk acceptance and risk management, which is addressed through a framework of policies, procedures and internal controls. All policies are subject to ongoing review by management and risk management. Compliance with regulations, legal and ethical standards is a high priority for the Company and the compliance and finance teams take on an important oversight role in this regard. Line management is responsible for maintaining an internal control framework to manage financial and operational risks, which is monitored regularly to ensure the completeness, accuracy and integrity of the Company's financial information.
Future developments
In addition to its investment in technology and a digital-first approach, the organisation’s strategic focus will be on two key areas 1) continued technological innovation and 2) ambitious organic and inorganic growth. 1) While the Company has invested in technological developments and is part way through its digital transformation journey, it is likely to benefit from curtailing components of its own development and integrating aspects of Lyra’s sophisticated technological backbone and innovative approach to the use of technology in the mental health space. Adopting Lyra’s platform will improve efficiency, enables the company to proactively engage members, facilitate direct access to help and support, and make the user experience a positive, simple, personalised and meaningful one. The objective is therefore to facilitate the early adoption of Lyra’s technology and associated systems and processes into the operations. This will be followed by the critical medium-term goal of ensuring that the global service provider network is accessible via the platform. - 1 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023
Future developments (continued)
2) The Company’s organic growth strategy involves actively driving the sale of our existing EAP service locally, regionally and globally through its new internal sales force and global business development infrastructure. Increased demand for EAP services is evidenced by a substantial increase in RFP’s tenders and enquiries. The EAP offering will be increasingly digitally enabled and price competitive and reinforced by local relevance and guaranteed quality of care. This positions us well to convert a meaningful proportion of this pipeline in 2022 and beyond through a multi-pronged sales approach (both direct and indirect). The Inorganic growth strategy centres around the acquisition and development of key regional operations. Securing ownership of key partner operations will address the shortcomings of the current global structure (such as inefficiency, inflexibility, clumsiness, etc.) while maintaining the advantages of a local regional presence, local management teams and an extensive in-country service delivery infrastructure. Lyra’s business model prioritises local presence and expertise as this is critical to maintaining a comprehensive understanding of the complexities of global and local market dynamics. It is important that this priority is not undermined by our acquisition of the licensee network. Our strategic growth plan has been empowered by the creation of an experienced M&A team, capable of raising capital, deal sourcing, conducting diligence and valuation, negotiating agreements, and closing. Initiatives are underway by the M&A team to acquire strategically positioned, high performing operations within its current Licensee network and also to acquire or develop independent operations in regions where we have gaps that are in high growth potential locations. Acquisitions are both horizontal and vertical and aim to expand the scope and scale of the organisation's footprint; accelerate the acquisition of new IP; capacity and expertise; increase the Company's collaboration with its subsidiary network; reduce competition; improve efficiency; and substantially enhance the value of the Group. The demands on time of this team are enormous (with ongoing audits and independent reviews) and necessitates the employment of appropriate in-house resources as well as the use of specialised consultants. The integration of new acquisitions falls on the legacy management, operational, and support functions within the Group and additional resources to facilitate transitions and optimise integration, without disrupting existing operations, are likely with further M&A activity. Targeted acquisitions will assist the Company to meet near- and mid-term operational needs and add capabilities and capacity needed to take the business forward. To take advantages of these growth opportunities, the Group will look to re-organise itself to be able to take advantage of this growth. We will ensure that the Group architecture reflects our global growth ambitions and to reflect the opportunities within both the traditional EAP space, as well as the technological growth path within the industry. To achieve this, the correct organisational structure needs to be put in place with the appropriate resource, operating capacity and budget to support it. Any impediments to achieving this need to be identified and appropriate solutions found to address them. Also critical to the Company's success is an ability to: maintain a stable backbone yet be agile and able to accommodate fast-changing priorities; work collaboratively, communicate effectively and efficiently both internally and externally; and maintain an obsession with customer focus. Operating teams need to be fit-for-purpose, adaptable and scalable and capable of recalibrating where necessary.
Statement by the Directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006
This section describes how the directors have had regard to the matters set out in section 172(1)(a) to (f) of the Companies Act 2006 in exercising their duty to promote the success of the Company for the benefit of its members as a whole. - 2 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023 Section 172(1) statement (continued) Our stakeholders The directors consider that the following groups are the Company’s key stakeholders. The Board seeks to understand the respective interests of such stakeholder groups so that these may be properly considered in the Board’s decisions. We do this through various methods, including: direct engagement by Board members; receiving reports and updates from members of management who engage with such groups; and coverage in our Board papers of relevant stakeholder interests with regard to proposed courses of action. ∙Workforce: The strength of our business is built on the hard work and dedication of all of Company's people. Our colleagues rely on us to provide stable employment and opportunities to realise their potential in a working environment where they can be at their best. ∙Shareholders: We rely on our shareholders as a source of capital to further our business objectives. Our shareholders rely on us to protect and manage their investments in a responsible and sustainable way that generates value for them. ∙Communities and the Environment: Communities and the wider public expect us to act as a responsible company and to minimise any adverse impact we might have on local communities and the environment. ∙Customers: Our customers are the reason we exist. They have multiple providers to choose from so it is essential to our future that we can consistently and continuously design and offer attractive and meaningful services of a high quality to new and existing customers at an affordable price. In so doing, we will build our brand value and loyalty. ∙Suppliers: We rely on our suppliers to deliver the services needed to operate our business. Our suppliers rely on us to generate revenue and employment for them.
Having regard to the likely consequences of any decision in the long term
The employee health and wellness industry in which we operate is constantly evolving and have accelerated the rate of change with the industry. The rise of a location independent workforce; new ways of working and transacting; rapidly changing needs and preferences of our customers in the manner in which they seek help have all been fuelled by advances in technology and changes in the global environment. Company's overall purpose and strategic vision was refreshed this year at the Board’s three strategy sessions, as well as at subsequent meetings to address the Company’s digital transformation strategy. The focus was on the long-term strategic direction of the Company. The Board remains cognisant of the evolving competitor landscape in which Lyra operates. The development of our global footprint and the acceleration of our digital transformation underpins our strategy, ensuring that we can take advantage of opportunities now and in the long-term. The Board remains mindful that these strategic decisions can have long term implications for the business and its stakeholders, and these implications are carefully assessed. The most prevalent example of this is in the Board’s decisions with regard to capital allocation. During the period, in approving the Company’s budget the Board balanced: ∙the need for capital expenditure on global acquisitions and new technologies needed to improve the efficiency of global operations as well as the appeal and competitiveness of the Company’s client value proposition; with ∙a desire to remain resilient to risks, provide a return to shareholders and attract and retain new investors. - 3 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023
Section 172(1) statement (continued)
Having regard to the interests of the Company’s employees The Board believes that our employees are key to our success and takes active steps to ensure that the suggestions, views and interests of the workforce are captured and considered in our decision-making. We are committed to ensuring that the interests of our people, including increasing diversity and inclusion, are considered in our deliberations and decision making. Lyra benefits from having a Chief Executive Officer and four other executive directors. The CEO and two of the executive directors have served with the Company as employees and, latterly, as directors over a combined period of 34 years. They all therefore perform a high degree of personal oversight and engagement in the Group’s affairs. This knowledge of the business and active style of engagement means our executive directors maintain an exceptionally acute insight into the mood, culture and views of the workforce, which they are then able to report on to the wider board.
Employee engagement
Lyra has a number of effective workforce engagement mechanisms in place across the Group: Employees are kept informed of performance and strategy through formal presentations and updates from members of the Board. The executive directors attend key business meetings throughout the period, including weekly finance and management meetings and monthly international business development meetings. The Group Director responsible for HR, legal and corporate affairs participates in regular executive committee and management meetings in order to facilitate effective engagement and open discussion on the key business issues, policies and the working environment in different parts of the business, with actions agreed on issues raised. This Director also facilitate ongoing, meaningful performance and development conversations between managers and teams through a formal process. The performance management process also provides a forum for positive and constructive feedback by individuals, peers and managers. The Group Director of HR, Legal and Corporate Affairs also attends all meetings of the Board to brief on employee-related matters, including workforce demographics, engagement activities, staff retention rates, diversity, learning and development activity, pay and reward and HR initiatives. With regard to health, safety and wellbeing, during the period the Audit and Risk Committee received an update from the Group Director of HR, Legal and Corporate Affairs including on safety performance, safety risk management and mental health wellbeing initiatives. The Board considers that, taken together, these arrangements deliver an effective means of ensuring the Board stays alert to the views of the workforce. - 4 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023 Section 172(1) statement (continued) Diversity Since inception, D&I has shaped our culture and we are committed to fostering a culture and environment of inclusion, empowerment and respect. It is what we believe in and has always been an integral part of what defines us. The Board of Directors is committed to fostering a culture and environment of inclusion, empowerment and respect. The Company has a diverse and inclusive workforce and prioritising D&I helps the business to attract, retain and develop the best talent for our global operation. Our global teams are composed of people from diverse backgrounds and skill sets including race, gender, culture, religion, disability and sexual orientation as well as age, socioeconomic status, nationality, educational level, political affiliation and marital status. We need this talent to bring about superior results. Our diversity drives our creativity and our innovation. It inspires critical conversations, encourages diverse opinions and perspectives, and ignites change. We have infused diversity and inclusion principles into our communication, our innovation, and the way we build services and technologies. Our culture enables us to meet the needs of our highly diverse customer base. Having regard to the need to foster the Company’s business relationships with suppliers, customers and others The Board is committed to fostering the Company’s business relationships with suppliers, customers and other stakeholders. Like any business, there may be times when we have to take decisions that adversely affect one or more of these groups and, in such cases, we always look to ensure that those impacted are treated fairly.
Suppliers
Our local and regional partnerships let us build and run our business as true citizens of the geographies we serve. Throughout the period the Board was briefed on major contract renegotiations and strategy with regard to key suppliers, notably with the Group’s providers of clinical services and technology. The Board seeks to balance the benefits of maintaining strong partnering relationships with key suppliers alongside the need to obtain value for money for our shareholders and the desired quality and service levels for our customers. This approach is consistent with our commitment to ethical business practices and our focus on suppliers as part of maintaining a reputation for high standards of business conduct. Customers As a B2B business that provides employee assistance programme (EAP) services to large multinational organisations and their employees, the sentiment of customers can be seen in the Company’s underlying sales performance figures, which the Board reviews regularly. The Executive directors provide updates to the Board on their perceptions of client organisations, brokers, intermediaries, partners, industry experts and the market view. The interests of customers are considered in key decisions e.g. relating to: service enhancements, modifications and changes; client and end-user feedback (i.e. client satisfaction measures); selection, management and monitoring of suppliers to ensure quality standards are met; and the development of client facing applications in line with user expectations. With the interests of customers in mind, during the period the Board reviews proposals in respect of: capital expenditure on technology; and changes to the customer value proposition. - 5 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STRATEGIC REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023
Section 172(1) statement (continued)
Having regard to the impact of the Company’s operations on the community and the environment The Board supports the Company’s goals and initiatives with regard to reducing adverse impacts on the environment and supporting the communities that it touches. The Board takes the Company's responsibility, as a global provider of employee support services, with the power to impact shape the communities that we serve, very seriously. The Board intends to give further consideration to the Company’s approach to climate change and further measures we can take to drive the required behaviours to focus the business on climate change related issues and, in so doing, contribute to the reduction of our impact on the environment. Corporate governance The Directors consider, both individually and collectively, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole in the decisions taken during the period. Our intention is to ensure that we and our colleagues maintain a health corporate culture and operate the business in an ethical and responsible way – maintaining high standards of business conduct and governance. The Directors recognise the importance of operating a robust corporate governance framework. Over the past period, we have improved our governance and Board oversight; built a stronger and more cohesive management team; and made the changes necessary to ensure our company culture rewards teamwork and encourages employees to commit for the long term. Our continued success will come from the development of our global footprint and our technology platforms as well as our ability to solve the problem of providing quality care on a global scale at an affordable rate. This report was approved by the board and signed on its behalf by:
A I K Davies Director
Date: 27 November 2025
- 6 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) DIRECTORS' REPORT FOR THE PERIOD ENDED 31 DECEMBER 2023 The directors present their annual report and the audited financial statements for Lyra International Holdings Limited (formerly known as ICAS World Limited) (the "Company") for the 15-month period (the 'period') ended 31 December 2023.
Principal activity
The principal activity of the Company during the period is a holding company. On 10 January 2023 the Company extended its accounting reference date from 30 September 2023 to 31 December 2023 to bring it in line with other group companies. Therefore, the prior year results are not directly comparable. On 20 November 2023 the Company changed its name from ICAS World Limited to Lyra International Holdings Limited.
Results and dividends
The loss for the period, after taxation, amounted to £19,564 k (year ended 30 September 2022: loss of £2,848 k). The directors do not recommend payment of a dividend for the 15-month period ended 31 December 2023 (year ended 30 September 2022: £nil).
Directors
The directors who served during the period and to the date of this report were:
A I K Davies
D Ebersman
M C Klitus (resigned 2 May 2025)
- 7 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023
Directors' responsibilities statement
The directors are responsible for preparing the Strategic report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Going concern
The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the Strategic Report. The Company has considerable financial resources, with significant investments in subsidiaries. Detailed budgets, plans and forecasts have been prepared and reviewed setting out the continued financial position of the Company for the next 12 months. Therefore, the directors believe that the Company is well placed to manage its business risks despite the ongoing uncertain global economic outlook, and the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements. - 8 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023
Economic impact of global events
UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working. The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment. The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
Greenhouse gas emissions
The Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the period is 40,000kWh or lower.
Indemnification of directors
The Group has provided to all directors limited indemnities in respect of the cost of defending claims against them and third party liabilities. These are all third party indemnity provisions for the purpose of the Companies Act 2006 and are all currently in force.
Matters covered in the Strategic report
The Company has chosen in accordance with Companies Act 2006, s414C(11) to set out in the Company's Strategic Report information required by Schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. Certain matters which are required to be disclosed in the Directors’ Report, including future developments, have been omitted as they are included in the Strategic Report.
Provision of information to auditor
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
Post balance sheet events
Lyra Mental Health India was acquired post period end. 99.9% of the shareholding was acquired. There have been no other significant events affecting the Company since the period end. - 9 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) DIRECTORS' REPORT (CONTINUED) FOR THE PERIOD ENDED 31 DECEMBER 2023
Auditor
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board and signed on its behalf by:
A I K Davies Director
Date: 27 November 2025
- 10 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) Opinion We have audited the financial statements of Lyra International Holdings Limited (formerly known as ICAS World Limited) (the ‘Company’) for the period ended 31 December 2023 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 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 FRS 101 “Reduced Disclosure Framework” (United Kingdom Generally Accepted Accounting Practice). In our opinion, the financial statements: ∙give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and of its loss for the period 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 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. - 11 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) 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 the audit: ∙the information given in the Strategic Report and the Directors' Report for the period ended for which the financial statements are prepared is consistent with the financial statements; and ∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements. Matters on which we are required to report by exception In 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: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the 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. - 12 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) Responsibilities of Directors As explained more fully in the Directors' Responsibilities Statement set out on page 8, 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 intend either 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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: anti-money laundering regulation and data protection regulation. To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: ∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; ∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities; ∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and ∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation and the Companies Act 2006. - 13 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the accuracy assertion) and significant one-off or unusual transactions. Our audit procedures in relation to fraud included but were not limited to: ∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; ∙Gaining an understanding of the internal controls established to mitigate risks related to fraud; ∙Discussing amongst the engagement team the risks of fraud; and ∙Addressing the risks of fraud through management override of controls by performing journal entry testing. There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. 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 auditor’s report. Use of the audit 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. Gerhard Bonthuys (Senior Statutory Auditor) For and on behalf of Forvis Mazars LLP Chartered Accountants and Statutory Auditor 2nd Floor 6 Sutton Plaza Sutton Court Road Sutton SM1 4FS 27 November 2025 - 14 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STATEMENT OF COMPREHENSIVE INCOME FOR THE PERIOD ENDED 31 DECEMBER 2023
| 15-month period ended 31 December | Year ended 30 September
| 2023 | 2022
Note | £000 | £000
Turnover | 4 | 1,098 | -
Gross profit |  | 1,098 | -
Administrative expenses |  | (22,840) | (2,802)
Operating loss | 5 | (21,742) | (2,802)
Interest receivable and similar income | 7 | 2,606 | 66
Interest payable and similar expenses | 8 | (428) | (112)
Loss before tax |  | (19,564) | (2,848)
Tax on loss | 10 | - | -
Loss for the financial period/year |  | (19,564) | (2,848)
Other comprehensive income |  | - | -
Total comprehensive income for the period/year |  | (19,564) | (2,848)
The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.
The notes on pages 18 to 31 form part of these financial statements.
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) REGISTERED NUMBER: 13065199 STATEMENT OF FINANCIAL POSITION AS AT 31 DECEMBER 2023
|  | 31 December |  | 30 September
|  | 2023 |  | 2022
Note |  | £000 |  | £000
Investments in subsidiaries | 11 |  | 782 |  | 15,513
|  |  | 782 |  | 15,513
Current assets |  |  |  |  |
Debtors: amounts falling due within one year | 12 | 3,406 |  | 6,980 |
Cash and cash equivalents | 13 | 268 |  | 703 |
|  | 3,674 |  | 7,683 |
Current liabilities |  |  |  |  |
Creditors: amounts falling due within one year | 14 | (222) |  | (651) |
Net current assets |  |  | 3,452 |  | 7,032
Total assets less current liabilities |  |  | 4,234 |  | 22,545
Creditors: amounts falling due after more than one year | 15 |  | (21,247) |  | (20,360)
Net (liabilities)/assets |  |  | (17,013) |  | 2,185
Capital and reserves |  |  |  |  |
Called up share capital | 16 |  | 1 |  | 1
Share premium account | 17 |  | 5,042 |  | 5,042
Capital contribution reserve | 17 |  | 366 |  | -
Profit and loss account | 17 |  | (22,422) |  | (2,858)
Total equity |  |  | (17,013) |  | 2,185
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
A I K Davies
Director
Date: 27 November 2025
The notes on pages 18 to 31 form part of these financial statements. - 16 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) STATEMENT OF CHANGES IN EQUITY FOR THE PERIOD ENDED 31 DECEMBER 2023
| Called up share capital | Share premium account | Capital contribution reserve | Profit and loss account | Total equity
| £000 | £000 | £000 | £000 | £000
At 1 October 2021 | 1 | 5,042 | - | (10) | 5,033
Comprehensive expense for the year |  |  |  |  |
Loss for the year | - | - | - | (2,848) | (2,848)
Total comprehensive expense for the year | - | - | - | (2,848) | (2,848)
At 1 October 2022 | 1 | 5,042 | - | (2,858) | 2,185
Comprehensive expense for the period |  |  |  |  |
Loss for the period | - | - | - | (19,564) | (19,564)
Total comprehensive expense for the period | - | - | - | (19,564) | (19,564)
Contributions by and distributions to owners |  |  |  |  |
Contributions made during the period (note 17) | - | - | 366 | - | 366
At 31 December 2023 | 1 | 5,042 | 366 | (22,422) | (17,013)
| The notes on pages 18 to 31 form part of these financial statements.
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
1. | General information
Lyra International Holdings Limited (formerly known as ICAS World Limited) (the 'Company') is a private company limited by shares and incorporated in England and Wales. The Company's registered office is 85 Gresham Street, London, England, EC2V 7NQ. On 10 January 2023 the Company extended its accounting reference date from 30 September 2023 to 31 December 2023 to bring it in line with other group companies. Therefore, the prior year results are not directly comparable. On 20 November 2023 the Company changed its name from ICAS World Limited to Lyra International Holdings Limited. These financial statements are prepared under the Financial Reporting Standard 101 to take advantage of the disclosure exemptions afforded by the availability the consolidated financial statements of Lyra Health Inc. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). The financial statements have been presented in Pounds Sterling as this is currency of the primary economic environment in which the Company operates and is rounded to the nearest pound. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraph 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Lyra Health, Inc as at 31 December 2023 and these financial statements may be obtained from 270 East Lane, Burlingame, CA 94010. - 18 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.3 | Exemption from preparing consolidated financial statements
The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
| 2.4 | Going concern
The Company has considerable financial resources, with significant investments in subsidiaries. Detailed budgets, plans and forecasts have been prepared and reviewed setting out the continued financial position of the Company for the next 12 months. Therefore, the directors believe that the Company is well placed to manage its business risks despite the ongoing uncertain global economic outlook, and the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
| 2.5 | Foreign currency translation
Functional and presentation currency The Company's functional and presentation currency is Pounds Sterling. Transactions and balances 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 rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income 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 'administrative expenses'.
| 2.6 | Financial instruments
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value. - 19 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.6 | Financial instruments (continued)
Financial assets Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment. If the arrangement constitutes a financing transaction, the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Impairment of financial assets The Company considers lifetime ECL's for amounts owed to group undertakings. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument. The Company has not recognised a provision for expected credit losses in respect of amounts due from group undertakings in the current year as the Group's historical credit loss experience has been £nil. 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 Group after the deduction of all its liabilities. Basic financial liabilities, which include trade and other payables and amounts due to group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. - 20 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.7 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | Debtors: amounts falling due within one year
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.9 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.10 | Creditors: amounts falling due within one year
Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.
| 2.11 | Interest receivable and similar income
Interest receivable and similar income is recognised in the Statement of Comprehensive Income using the effective interest method.
| 2.12 | Interest payable and similar expenses
Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. - 21 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 2.Accounting policies (continued)
| 2.13 | Taxation
Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date. - 22 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
In applying the Company’s accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors’ judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the revision and future periods, if the revision affects both current and future periods. 3.1 Critical judgements in applying the entity’s accounting policies The critical judgements that the directors have made in the process of applying the Company's accounting policies that have the most significant effect on the amounts recognised in the statutory financial statements are discussed below. (i) Deferred taxation The Statement of Financial Position does not recognise a deferred tax asset. The directors consider that it is not probable that the Company will generate sufficient taxable profits in the future to enable this asset to be recovered. 3.2 Key sources of estimation uncertainty Impairment of financial assets The loss allowances for financial assets are based on assumptions about risk of default and expected loss rates. The Group uses judgement in making these assumptions and selecting the inputs to the impairment calculation, based on the Group's past history and existing market conditions, as well as forward-looking estimates at the end of each reporting period.
4. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Intercompany recharges | 1,098 | -
|  | 1,098 | -
| All turnover relates to inter-company recharges made to Lyra Health Inc.
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
5. | Operating loss
| The operating loss is stated after charging/(crediting):
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Exchange differences | (395) | 64
| Other operating lease rentals | 2 | 3
6. | Auditor's remuneration
| During the period/year, the Company obtained the following services from the Company's auditor:
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Fees payable to the Company's auditor for the audit of the Company's financial statements | 12 | 6
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.
7. | Interest receivable and similar income
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Interest receivable from group companies | 445 | 66
| Other finance income | 2,161 | -
|  | 2,606 | 66
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
8. | Interest payable and similar expenses
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Loans from group undertakings (refer note 15) | 428 | 112
9. | Employees
| The Company has no employees other than the directors, who did not receive any remuneration (30 September 2022: none). The directors are the only key management personnel.
10. | Taxation
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Corporation tax |  |
| Total current tax | - | -
| Deferred tax |  |
| Total deferred tax | - | -
| Tax on loss | - | -
- 25 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023 10.Taxation (continued)
| Factors affecting tax charge for the period/year
| The tax assessed for the period/year is higher than (2022: higher than) the standard rate of corporation tax in the UK of 22.61% (2022: 19%). The differences are explained below:
|  |  |  |  | 15-month period ended 31 December | Year ended 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Loss before tax | (19,565) | (2,848)
| Loss multiplied by standard rate of corporation tax in the UK of 22.61% (2022: 19%) | (4,424) | (541)
| Effects of: |  |
| Expenses not deductible for tax purposes, other than goodwill amortisation and impairment | 5,200 | 80
| Group relief (claimed)/surrendered | (413) | 156
| Remeasurement of deferred tax for changes in tax rates | 38 | (96)
| Movement in deferred tax not recognised | (401) | 401
| Total tax charge for the period/year | - | -
| Factors that may affect future tax charges
From 1 April 2023, the rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less are continuing to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase. Deferred tax recognised during the year has been calculated at 25%. - 26 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
11. | Investments in subsidiaries
|  | Investments in subsidiary companies
|  | £000
| Cost |
| At 1 October 2022 | 15,513
| Additions | 7,377
| At 31 December 2023 | 22,890
| Accumulated impairment |
| At 1 October 2022 | -
| Charge for the period | 22,108
| At 31 December 2023 | 22,108
| Net book value |
| At 31 December 2023 | 782
| At 30 September 2022 | 15,513
| During the period the Company carried out a review of the carrying value of the investments based upon business plans approved by management and impairment amounting to £22,108k was identified and charged. During the period, additions of £7,377k were recognised in respect of debt to equity conversion between Lyra APAC Pte Ltd (Singapore) (formerly known as ICAS South East Asia) and the Company.
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Country of incorporation | Principal activity | Class of shares | Holding
| ICAS Global Limited*** | UK | Counselling services | Ordinary | 100%
| Lyra Health International Limited | UK | Counselling services | Ordinary | 100%
| Lyra UK & Ireland Limited | UK | Counselling services | Ordinary | 100%
| ICAS Belgium B.V. | Belgium | Counselling services | Ordinary | 50.05%
| Lyra Health Hungary Kft | Hungary | Counselling services | Ordinary | 100%
| Lyra Schweiz GmbH | Switzerland | Counselling services | Ordinary | 100%
| Lyra Services SA Proprietary Limited | South Africa | Counselling services | Ordinary | 100%
| Lyra APAC Pte Ltd (Singapore) | Singapore | Counselling services | Ordinary | 100%
| Lyra International Tech Limited | UK | Software development | Ordinary | 100%
| Lyra Netherlands BV | Netherlands | Counselling services | Ordinary | 100%
| Lyra Mental Health India Private Limited ** | India | Counselling services | Ordinary | 99.99%
| Hello Tomo Limited* | UK | Software development | Ordinary | 100%
| Velocity Cubed Technologies Proprietary Limited* | South Africa | Software development | Ordinary | 51%
| Lyra Health Singapore Pte Ltd* | Singapore | Counselling services | Ordinary | 100%
| Lyra Health Malaysia Sdn Bhd* | Malaysia | Counselling services | Ordinary | 100%
| Sangano Investment Holdings (RF) Proprietary Limited* | South Africa | Investment holding company | Ordinary | 34%
| Lyra Health Spain SLU* | Spain | Counselling services | Ordinary | 100%
| Lyra Southern Africa Proprietary Limited* | South Africa | Counselling services | Ordinary | 40.1%
| IPAC Integrity Proprietary Ltd*^ | South Africa | Counselling services | Ordinary | 100%
| Evident Healthcare Ltd* | South Africa | Counselling services | Ordinary | 100%
| Lyra Deutschland GmbH* | Germany | Counselling services | Ordinary | 100%
| Lyra France SASU* | France | Counselling services | Ordinary | 100%
| ICAS Austria GmbH* | Austria | Counselling services | Ordinary | 100%
| Lyra Italy SRL* | Italy | Counselling services | Ordinary | 100%
| Lyra International Luxembourg SARL* | Luxemberg | Counselling services | Ordinary | 100%
| *denotes indirect holding ^de-registered on 12 November 2024 **the Company owns 100% of Lyra Mental Health India Private Limited by virtue of its shareholding of Lyra Health International Limited. *** ICAS Global Limited was held till 12 March 2024 after which it was dissolved by a majority vote of the directors.
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
12. | Debtors: amounts falling due within one year
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Amounts owed by group undertakings | 3,406 | 6,979
| Other debtors | - | 1
|  | 3,406 | 6,980
| Amounts owed by related parties includes a debtor of £nil (30 September 2022: £6,922k) with Lyra APAC Pte Ltd (Singapore) (formerly known as ICAS South East Asia) which attracts an interest rate of 6.00% and are fully repayable in May 2027. There is no security associated with this loan.
13. | Cash and cash equivalents
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Cash at bank and in hand | 268 | 703
14. | Creditors: amounts falling due within one year
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Trade creditors | - | 66
| Amounts owed to group undertakings | 212 | 585
| Accruals | 10 | -
|  | 222 | 651
| Amounts owed to group undertakings is interest free, unsecured and repayable on demand.
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LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
15. | Creditors: amounts falling due after more than one year
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
| Revolving credit facility | 21,040 | 20,248
| Amounts owed to group undertakings | 207 | 112
|  | 21,247 | 20,360
| The revolving credit facility relates to a credit facility between Lyra International Holdings Limited (formerly known as ICAS World Limited) and Lyra Health Inc. The loan attracts an interest rate of 1.82% and is fully repayable on 31 December 2026.
16. | Called up share capital
|  |  |  |  | 31 December | 30 September
|  |  |  |  | 2023 | 2022
|  |  |  |  | £000 | £000
|  | Allotted, called up and fully paid |  |
|  | 77,000,000 (2022: 77,000,000) Ordinary A shares of £0.00001 each | 1 | 1
|  | 22,999,793 (2022: 23,000,000) Ordinary G shares of £0.00001 each | - | -
|  |  | 1 | 1
| The Company has two classes of ordinary shares; each share has attached to it full voting, dividend and capital distribution rights.
17. | Reserves
Share premium account This reserve represents the amount above the nominal value received for issued share capital, less transaction costs. Capital contribution reserve Reserve represents the amounts introduced by the Company’s parent as a non-repayable contribution to equity, without issuance of shares. Where the funding is provided at below-market rate of interest, the difference between the fair value of the loan and its transaction price is treated as a capital contribution. Profit and loss account This reserve represents the cumulative profits or losses of the Company, net of dividends paid and other adjustments. - 30 -
LYRA INTERNATIONAL HOLDINGS LIMITED (FORMERLY KNOWN AS ICAS WORLD LIMITED) NOTES TO THE FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31 DECEMBER 2023
18. | Contingent liabilities
A cross guarantee agreement is filed at Companies House between the Company and a number of its fellow group undertakings whereby each company has guaranteed the bank accounts and bank borrowings of the others. There are no such borrowings as at 31 December 2023 (30 September 2022: £nil).
19. | Related party transactions
| The Company has taken advantage of exemptions offered by FRS 101 from the requirements of paragraph 17 of IAS 24 Related Party Disclosures, not to disclose key management personnel compensation and from the requirements in IAS 24 Related Party Disclosures not to disclose related party transactions entered into between two or more members of the Group.
20. | Post balance sheet events
Lyra Mental Health India was acquired post year end. 99.9% of the shareholding was acquired. There have been no other significant events affecting the Company since the year end.
21. | Controlling party
The immediate parent company is Lyra Health Holdings, LLC, a company incorporated in the USA. Its registered office address 270 East Lane, Burlingame, CA 94010. The ultimate controlling party is Lyra Health Inc., a company incorporated in the USA. Lyra Health Inc., is both the smallest and largest group into which the Company's financial statements are consolidated. These consolidated financial statements may be requested from 270 East Lane, Burlingame, CA 94010.
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