Company No:
Contents
| DIRECTORS | J D Hallock |
| C R Jeffus | |
| K J Malley | |
| M J Oakman (Resigned 01 November 2024) | |
| S J Olin (Resigned 01 November 2025) |
| SECRETARY | Gravitas Company Secretarial Services Limited |
| REGISTERED OFFICE | 5th Floor One New Change |
| London | |
| EC4M 9AF | |
| United Kingdom |
| COMPANY NUMBER | 10065411 (England and Wales) |
| AUDITOR | S&W Audit |
| Chartered Accountants Statutory Auditor | |
| Statutory Auditor | |
| Onslow House | |
| Onslow Street | |
| Guildford | |
| GU1 4TL |
The directors present their Strategic Report for the financial year ended 31 December 2024.
Healthline UK Holdings Limited is a holding company of a wholly owned subsidiary, Healthline Media UK Limited (“HL Media”), which provides health information online via MedicalNewsToday.com.
REVIEW OF THE BUSINESS
The company’s purpose is to act as a holding company for HL Media and was dormant for the year ended 31 December 2024.
KEY PERFORMANCE INDICATORS ('KPIS')
The key financial performance indicators are those of HL Media in so far as they impact on the Company’s investment in HL Media. The Company has no KPIs of its own.
PRINCIPAL RISKS AND UNCERTAINTIES
The principal risk of the business is associated with the performance of HL Media, which could be affected by unfavourable search engine results that reduce the amount of traffic to HL Media’s website and the impact of AI on how people access information published on websites.
Approved by the Board of Directors and signed on its behalf by:
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J D Hallock
Director |
The directors present their annual report on the affairs of the Company, together with the financial statements and auditors’ report, for the financial year ended 31 December 2024.
REVIEW OF THE BUSINESS
The Company did not trade during the current financial year or the preceding financial year.
The net current liability position of the Company as at the financial year end amounted to £2,188,695 (2023: net current liability £2,188,695).
The net asset position of the Company as at the financial year end amounted to £9,814,321 (2023: net asset £9,814,321).
DIRECTORS
The directors, who served during the financial year and to the date of this report except as noted, were as follows:
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(Resigned 01 November 2024) |
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(Resigned 01 November 2025) |
Financial instruments
The company's significant financial instruments are the equity investment in Healthline Media UK Limited ("HL Media") and amounts due from the Company to HL Media. The Company is exposed to a valuation risk in respect of the equity investment.
AUDITOR
Each of the persons who is a director at the date of approval of this report confirms 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 they ought to have taken as a director in order to make himself/herself aware of any relevant audit information and to establish that the Company's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of s418 of the Companies Act 2006.
S&W Audit have expressed their willingness to continue in office as auditor and appropriate arrangements have been put in place for them to be deemed reappointed as auditors in the absence of an Annual General Meeting.
Approved by the Board of Directors and signed on its behalf by:
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J D Hallock
Director |
The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. 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 financial 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; and
* 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 enable them to ensure that the financial statements comply with the Companies Act 2006. The directors 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.
Report on the audit of the financial statements
We have audited the financial statements of Healthline UK Holdings Limited (the 'Company') for the year ended 31 December 2024 which comprise the Profit and Loss account, Balance Sheet, Statement of Changes in Equity and the 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 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 Company's affairs as at 31 December 2024 and of its result 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 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.
The other information comprises the information included in the Annual Report and Financial Statements, other than the financial statements and our auditor's report thereon. The Directors are responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Report on other legal and regulatory requirements
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 directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
• the directors' report has been prepared in accordance with applicable Legal requirements.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit. we have not identified material misstatements in the directors' report.
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. 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.
As explained more fully in the Directors' responsibilities statement set out on page 6, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high Level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We obtained a general understanding of the Company's legal and regulatory framework through enquiry of management in respect of their understanding of the relevant laws and regulations. We also obtained an understanding of the Company's policies and procedures in relation to compliance with relevant Laws and regulations and drew on our existing understanding of the Company's industry and regulation.
We understand that the Company complies with the framework through:
• Updating operating procedures, manuals and internal controls as legal and regulatory requirements change
• Management's oversight through regular meetings and compliance reporting
In the context of the audit. we considered those laws and regulations which determine the form and content of the financial statements, those which are central to the Company's ability to conduct operations and those where failure to comply could result in material penalties. We have identified that the requirements of the Companies Act 2006 in respect of the preparation and presentation of the financial statements and FRS 102 are of significance in the context of the Company.
We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations above:
• Making enquiries with management as to the risks of non-compliance and whether there had been any non-compliance
• Reading minutes of meetings of those charged with governance
The senior statutory auditor led a discussion with senior members of the engagement team regarding the susceptibility of the Company's financial statements to material misstatement. including how fraud might occur. The key area identified as part of the discussion was the management override of controls and the carrying value of investments as at the year end. The procedures carried out to gain evidence included:
• Reviewing and challenging judgements made by management
The senior statutory auditor was satisfied that the engagement team collectively had the appropriate competence and capabilities to identify or recognise irregularities. In particular, both the senior statutory auditor and the audit manager have a number of years' experience in dealing with companies with similar risk profiles.
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 our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report. or for the opinions we have formed.
For and on behalf of
Chartered Accountants Statutory Auditor
Statutory Auditor
Onslow Street
Guildford
GU1 4TL
The Company did not trade during the current financial year or the preceding financial year and received no income and incurred no expenditure. Consequently, in the current financial year or the preceding financial year the Company made neither a profit nor a loss and there were no movements in retained earnings.
| Note | 2024 | 2023 | ||
| £ | £ | |||
| Fixed assets | ||||
| Investments | 5 |
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| 12,003,016 | 12,003,016 | |||
| Current assets | ||||
| Debtors | 6 |
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| 1,000 | 1,000 | |||
| Creditors: amounts falling due within one year | 7 | (
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| Net current liabilities | (2,188,695) | (2,188,695) | ||
| Total assets less current liabilities | 9,814,321 | 9,814,321 | ||
| Net assets | 9,814,321 | 9,814,321 | ||
| Capital and reserves | ||||
| Called-up share capital | 8 |
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| Share premium account | 9 |
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| Profit and loss account | 10 |
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| Total shareholder's funds | 9,814,321 | 9,814,321 |
The financial statements of Healthline UK Holdings Limited (registered number:
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J D Hallock
Director |
| Called-up share capital | Share premium account | Profit and loss account | Total | ||||
| £ | £ | £ | £ | ||||
| At 01 January 2023 |
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| Total comprehensive income |
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| At 31 December 2023 |
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| At 01 January 2024 |
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| Total comprehensive income |
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| At 31 December 2024 |
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The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.
Healthline UK Holdings Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 5th Floor One New Change, London, EC4M 9AF, United Kingdom.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with ‘The Financial Reporting Standard applicable in the UK and the Republic of Ireland’ issued by the Financial Reporting Council, Financial Reporting Standard 102 (FRS102), and the requirements of the Companies Act 2006.
The functional currency of Healthline UK Holdings Limited is considered to be pounds sterling because that is the currency of the primary economic environment in which the Company operates.
These financial statements are separate financial statements.
Healthline UK Holdings Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it. Exemptions have been taken in relation to share-based payments, financial instruments, presentation of a Cash Flow Statement and remuneration of key management personnel.
This information is included in the consolidated financial statements of RV0 Health LLC as at 31 December 2024 and these financial statements may be obtained from 1101 Red Ventures Drive. Fort Mill. South Carolina. 29707-5005, USA.
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.
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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.
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.
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.
Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Investments
Investments in subsidiaries and associates are measured at cost less impairment.
Critical judgements in applying the Company’s accounting policies
Investments in subsidiaries - indicators of impairment
At each reporting date, management has to assess whether there are any indicators which could indicate that the investments in subsidiaries are impaired in value. This assessment requires the exercise of judgement.
As at the reporting date, management considered that there were no impairment indicators. The carrying value of the investments are detailed in a later note.
An analysis of the auditor's remuneration is as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| Fees payable to the Company’s auditor and its associates for the audit of the Company's annual financial statements: | 4,725 | 4,500 | |
| Fees payable to the Company’s auditor and its associates for other services: | |||
| 1,850 | 1,850 | ||
| Total audit fees |
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These fees are borne by a fellow subsidiary.
| 2024 | 2023 | ||
| Number | Number | ||
| The average monthly number of employees (including directors) was: |
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| 2024 | 2023 | ||
| £ | £ | ||
| Subsidiary undertakings |
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Investments in subsidiaries
| 2024 | |
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| Cost | |
| At 01 January 2024 |
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| At 31 December 2024 |
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| Carrying value at 31 December 2024 |
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| Carrying value at 31 December 2023 |
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Investments in shares
The following was a subsidiary undertaking of the Company:
| Name of entity | Registered office | Class of shares |
Ownership 31.12.2024 |
Ownership 31.12.2023 |
Held |
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5th Floor, One New Change, London, EC4M 9 AF |
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Direct |
| 2024 | 2023 | ||
| £ | £ | ||
| Trade debtors |
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| 2024 | 2023 | ||
| £ | £ | ||
| Amounts owed to Group undertakings |
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Allotted, called-up and fully-paid
| 2024 | 2023 | ||
| £ | £ | ||
| 1,001 A ordinary shares of £1.00 each (2023: 1,001 share of £1.00) | 1,001 | 1,001 |
Presented as follows:
| 2024 | 2023 | ||
| £ | £ | ||
| Called-up share capital presented as equity | 1,001 | 1,001 |
The share premium reserve contains the premium arising on issue of equity shares, net of issue expenses.
The profit and loss reserve represents cumulative profits or losses, net of dividends paid and other adjustments.
Parent Company:
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| USA |
Ultimate controlling party:
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| USA |
Parent of smallest group for which group accounts are drawn up:
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