Gluco RX Limited - Limited company accounts 22.3

REGISTERED NUMBER: 07513682 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2022

for

Gluco RX Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

7

Consolidated Balance Sheet

8

Company Balance Sheet

9

Consolidated Statement of Changes in Equity

10

Company Statement of Changes in Equity

11

Consolidated Cash Flow Statement

12

Notes to the Consolidated Cash Flow Statement

13

Notes to the Consolidated Financial Statements

14

DIRECTORS:

P Khiroya

N Nathwani

Mrs V Khiroya

Mrs P Nathwani

REGISTERED OFFICE:

1C Henley Business Park

Pirbright Road

Guildford

Surrey

GU3 2DX

REGISTERED NUMBER:

07513682 (England and Wales)

AUDITORS:

NSO Associates LLP

Statutory Auditors

75 Springfield Road

Chelmsford

Essex

CM2 6JB

The directors present their strategic report of the company and the group for the year ended 31 March 2022.

REVIEW OF BUSINESS

Gluco RX Limited is a leading UK healthcare company in diabetes management, devoted to launching technologies to support and save NHS money and improve patient care. The subsidiary company, GlucoRX Technologies Limited, undertakes research and development activity.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing GlucoRx relate to the highly competitive market place in which the company operates. Technological advances from competitors may also threaten market share.

STRATEGY

The company's vision is to be the number one diabetic product and service provider to both the patient and the NHS in the UK, and expand products and services worldwide.

BUSINESS ENVIRONMENT

GlucoRx operates in a highly competitive healthcare market in the UK. The company continues to provide quality products, offering the NHS significant cost savings without compromising on quality. The success of GlucoRx is attributed to synergy with NHS practices so that savings achieved are re-invested into the care of the local population. We continue to get our message to more CCGs.

RESULTS AND PERFORMANCE

The results of the group for the year to 31 March 2022 show a profit on ordinary activities before tax of £18,249,154 (2021: £14,721,708). This reflects the planned growth in business activity during 2021/22.

FUTURE DEVELOPMENTS

The group is well placed for further business growth, including strategic acquisitions. In response to known business risks and uncertainties GlucoRX will continue to expand its portfolio of diabetes products and services. The group has a pipeline of products and related diabetes products developed and being developed to strengthen the company's position in the diabetes market.

The Directors remain confident of continuing the current trend of strong business growth.

ON BEHALF OF THE BOARD:

P Khiroya - Director

19 December 2022

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2022.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2022.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2021 to the date of this report.

P Khiroya

N Nathwani

Mrs V Khiroya

Mrs P Nathwani

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

ON BEHALF OF THE BOARD:

P Khiroya - Director

19 December 2022

Opinion

We have audited the financial statements of Gluco RX Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2022 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

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

Conclusions relating to going concern

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

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

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

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

Auditors' responsibilities for the audit of the financial statements

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

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

Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements.

During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team,

as well as consideration as to where and how fraud may occur.

The laws and regulations considered to have a direct effect on the financial statements include pharmaceutical licensing regulations, UK trade regulations, VAT legislation and UK Government State Aid regulations..

Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business

and therefore may have a material effect on the financial statements include health and safety legislation, employment law, anti-bribery and corruption, and GDPR. Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries concerning any actual fraud; enquiries concerning any actual or potential litigation or claims;

inspection of any relevant legal correspondence; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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

Use of our report

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

Elaine Anne Oddie (Senior Statutory Auditor)

for and on behalf of NSO Associates LLP

Statutory Auditors

75 Springfield Road

Chelmsford

Essex

CM2 6JB

19 December 2022

32,210,085

TURNOVER

35,354,460

12,426,913

Cost of sales

14,495,311

19,783,172

GROSS PROFIT

20,859,149

5,250,785

Administrative expenses

2,742,267

14,532,387

18,116,882

42,220

Other operating income

7,973

14,574,607

OPERATING PROFIT

4

18,124,855

151,861

Interest receivable and similar income

135,918

14,726,468

18,260,773

4,760

Interest payable and similar expenses

5

11,619

14,721,708

PROFIT BEFORE TAXATION

18,249,154

433,769

Tax on profit

6

1,680,323

14,287,939

PROFIT FOR THE FINANCIAL YEAR

16,568,831

FIXED ASSETS

253,586

Tangible assets

8

138,453

175,000

Investments

9

1,052,723

428,586

1,191,176

CURRENT ASSETS

2,275,621

Stocks

10

3,815,364

6,026,535

Debtors

11

7,008,242

9,492,997

Investments

12

14,707,424

29,713,885

Cash at bank and in hand

38,589,552

47,509,038

64,120,582

CREDITORS

2,945,390

Amounts falling due within one year

13

3,750,693

44,563,648

NET CURRENT ASSETS

60,369,889

44,992,234

TOTAL ASSETS LESS CURRENT LIABILITIES

61,561,065

CAPITAL AND RESERVES

20,700

Called up share capital

15

20,700

9,300

Capital redemption reserve

16

9,300

44,962,234

Retained earnings

16

61,531,065

44,992,234

SHAREHOLDERS' FUNDS

61,561,065

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2022 and were signed on its behalf by:

P Khiroya - Director

FIXED ASSETS

193,114

Tangible assets

8

133,143

175,000

Investments

9

1,052,723

368,114

1,185,866

CURRENT ASSETS

2,244,557

Stocks

10

3,787,434

6,001,624

Debtors

11

6,974,125

9,492,997

Investments

12

14,707,424

29,651,494

Cash at bank

38,515,036

47,390,672

63,984,019

CREDITORS

2,313,324

Amounts falling due within one year

13

2,700,223

45,077,348

NET CURRENT ASSETS

61,283,796

45,445,462

TOTAL ASSETS LESS CURRENT LIABILITIES

62,469,662

CAPITAL AND RESERVES

20,700

Called up share capital

15

20,700

9,300

Capital redemption reserve

16

9,300

45,415,462

Retained earnings

16

62,439,662

45,445,462

SHAREHOLDERS' FUNDS

62,469,662

14,605,588

Company's profit for the financial year

17,024,200

The financial statements were approved by the Board of Directors and authorised for issue on 19 December 2022 and were signed on its behalf by:

P Khiroya - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2020

20,700

30,674,295

9,300

30,704,295

Changes in equity

Total comprehensive income

-

14,287,939

-

14,287,939

Balance at 31 March 2021

20,700

44,962,234

9,300

44,992,234

Changes in equity

Total comprehensive income

-

16,568,831

-

16,568,831

Balance at 31 March 2022

20,700

61,531,065

9,300

61,561,065

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2020

20,700

30,809,874

9,300

30,839,874

Changes in equity

Total comprehensive income

-

14,605,588

-

14,605,588

Balance at 31 March 2021

20,700

45,415,462

9,300

45,445,462

Changes in equity

Total comprehensive income

-

17,024,200

-

17,024,200

Balance at 31 March 2022

20,700

62,439,662

9,300

62,469,662

Cash flows from operating activities

14,597,822

Cash generated from operations

1

16,616,601

(4,760

)

Interest paid

(11,619

)

(384,634

)

Tax paid

(1,409,999

)

14,208,428

Net cash from operating activities

15,194,983

Cash flows from investing activities

(8,850

)

Purchase of tangible fixed assets

(5,500

)

(175,000

)

Purchase of fixed asset investments

(877,723

)

(8,143,092

)

Purchase of current asset investments

(5,579,984

)

151,861

Interest received

135,918

(8,175,081

)

Net cash from investing activities

(6,327,289

)

Cash flows from financing activities

42,220

Government grants

7,973

42,220

Net cash from financing activities

7,973

6,075,567

Increase in cash and cash equivalents

8,875,667

23,638,318

Cash and cash equivalents at beginning of year

2

29,713,885

29,713,885

Cash and cash equivalents at end of year

2

38,589,552

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

31.3.22

31.3.21

£

£

Profit before taxation

18,249,154

14,721,708

Depreciation charges

120,633

119,533

Loss/(gain) on revaluation of fixed assets

365,557

(32,075

)

Government grants

(7,973

)

(42,220

)

Finance costs

11,619

4,760

Finance income

(135,918

)

(151,861

)

18,603,072

14,619,845

Increase in stocks

(1,539,743

)

(163,104

)

(Increase)/decrease in trade and other debtors

(981,707

)

749,698

Increase/(decrease) in trade and other creditors

534,979

(608,617

)

Cash generated from operations

16,616,601

14,597,822

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 March 2022

31.3.22

1.4.21

£

£

Cash and cash equivalents

38,589,552

29,713,885

Year ended 31 March 2021

31.3.21

1.4.20

£

£

Cash and cash equivalents

29,713,885

23,638,318

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.21

Cash flow

At 31.3.22

£

£

£

Net cash

Cash at bank and in hand

29,713,885

8,875,667

38,589,552

29,713,885

8,875,667

38,589,552

Liquid resources

Current asset investments

9,492,997

5,214,427

14,707,424

9,492,997

5,214,427

14,707,424

Total

39,206,882

14,090,094

53,296,976

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

20% on cost

Fixtures and fittings

-

50% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

31.3.22

31.3.21

£

£

Wages and salaries

2,369,770

2,402,649

Social security costs

202,190

236,833

Other pension costs

74,162

57,232

2,646,122

2,696,714

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

31.3.22

31.3.21

Directors

2

2

Sales

16

25

Administration

12

12

Healthcare

4

3

Research & development

22

21

56

63

The remuneration paid to key management personnel (including directors) in the year was £153,735 (2021: £161,962).

31.3.22

31.3.21

£

£

Directors' remuneration

18,360

18,000

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

31.3.22

31.3.21

£

£

Other operating leases

146,931

137,000

Depreciation - owned assets

120,633

119,534

Auditors' remuneration

9,800

9,750

Foreign exchange differences

(2,245,536

)

(67,113

)

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.3.22

31.3.21

£

£

Bank interest

8,155

389

Interest on tax

3,464

4,371

11,619

4,760

6.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

31.3.22

31.3.21

£

£

Current tax:

UK corporation tax

1,680,323

1,145,261

Prior year corporation tax

-

(711,492

)

Tax on profit

1,680,323

433,769

Reconciliation of total tax charge included in profit and loss

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.22

31.3.21

£

£

Profit before tax

18,249,154

14,721,708

Profit multiplied by the standard rate of corporation tax in the UK of 19 % (2021 - 19 %)

3,467,339

2,797,125

Effects of:

Expenses not deductible for tax purposes

847

287,156

Depreciation in excess of capital allowances

18,597

11,734

Adjustments to tax charge in respect of previous periods

-

(711,492

)

Patent box tax relief

(1,286,952

)

(1,152,302

)

Research & development tax relief

(519,508

)

(798,452

)

Total tax charge

1,680,323

433,769

7.	INDIVIDUAL INCOME STATEMENT

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