TIDMUHS
RNS Number : 6694Y
Umuthi Healthcare Solutions PLC
14 May 2021
14 May 2021
Umuthi Healthcare Solutions PLC
("Umuthi" or the "Company" or the "Group")
Financial statements for Umuthi Healthcare Solutions PLC the
years ending 28 February 2019 and 29 February 2020
Shareholders are referred to the RNS dated 12 May 2021.
The financial statements for Umuthi Healthcare Solutions PLC as
referred to in that RNS for the years ended 29 February 2020 and 28
February 2019, are detailed below.
UMUTHI HEALTHCARE SOLUTIONS PLC
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEARED 29 FEBRUARY 2020
Year to 29 Period to
28
February February
2020 2019
GBP GBP
Revenue - -
Administrative expenses 135,216 214,150
---------- ---------
Operating result (135,216) (214,150)
Finance income/(expense) - -
---------- ---------
Result Before Taxation (135,216) (214,150)
Income tax - -
---------- ---------
Total comprehensive loss for the period (135,216) (214,150)
---------- ---------
Other comprehensive income:
Items that may be reclassified profit or
loss: - -
Exchange differences on translating foreign
operations
---------------------- -------------------
Other comprehensive loss for the year (135,216) (214,150)
====================== ===================
Weighted average number of shares in issue
('million) 92 92
LOSS PER SHARE
Basic and diluted loss per share (pence) (0.15) (0.23)
From continuing operations
STATEMENT OF FINANCIAL POSITION
AS AT 29 FEBRUARY 2020
29 February 28 February
2020 2019
GBP GBP
ASSETS
Non-Current Assets
Investment in Subsidiary 86,999 86,999
--------- --------------
Total Non-Current Assets 86,999 86,999
========= ==============
Current Assets
Other receivables 5,001 5,001
--------- --------------
Total Assets 92,000 92,000
========= ==============
EQUITY AND LIABILITIES
Current liabilities
Intercompany Loan 349,366 214,150
--------- --------------
Total liabilities 349,366 214,150
========= ==============
Equity Attributable to owners
Share capital 90,000 87,000
Unpaid Share Capital 2,000 5,000
Retained earnings (349,366) (214,150)
--------- --------------
Total equity attributable to owners (257,366) (122,150)
========= ==============
Total equity and liabilities 92,000 92,000
========= ==============
These financial statements were approved and authorised for
issue by the Board of Directors On 20 April 2021 and were signed on
its behalf by:
G P VILJOEN
Director
Company Registration No. 11208220
STATEMENT OF CASH FLOWS
FOR THE YEARED 29 FEBRUARY 2020
29th February 28th February
2020 2019
GBP GBP
Cash flows from operating activities (135,216) (214,150)
Operating loss
Changes in working capital:
Trade and other receivables - -
Trade and other payables 135,216 214,150
Cash flows from financing activities - -
Net increase/(decrease) in cash
and cash equivalent - -
Cash and cash equivalents at
beginning of period - -
-------------- --------------
Cash and cash equivalents at
end of period - -
-------------- --------------
Notes to the cash flow statement
1. Non-cash transactions
During 2020 and 2019 the company did not hold any bank accounts
and all payments are made from Lems Pharmaceutical Ltd based in
South Africa, the wholly owned subsidiary of the Company, who is
also responsible for the currency fluctuations. In 2019 the company
acquired 100% in Lems Pharmaceutical Ltd by way of share for share
exchange.
STATEMENT OF CHANGES IN EQUITY
Share capital Share Accumulated Total equity
premium deficit
GBP GBP GBP GBP
At incorporation 1 - - 1
Total comprehensive income
for the period ended 28 February 2019
- - (214,150) (214,150)
----------------------------------------- -------- ----------- --------------
Issue of shares 94,999 94,999
----------------------------------------- -------- ----------- --------------
Cancellation of shares (3,000) (3,000)
----------------------------------------- -------- ----------- --------------
As at 28 February 2019 92,000 - (214,150) (122,150)
----------------------------------------- -------- ----------- --------------
Total comprehensive income
for the year ended 29 February 2020
- - (135,216) (135,216)
----------------------------------------- -------- ----------- --------------
As at 29 February 2020 92,000 - (349,366) (257,366)
----------------------------------------- -------- ----------- --------------
NOTES TO THE ACCOUNTS
FOR THE YEARED 29 FEBRUARY 2020
General information
The Company was incorporated on 15 Feb 2018 as private company
in England and Wales with Registered Number 11208220 under the
Companies Act 2006. The Company re-registered as a plc. on 20
February 2019.
The Company has not yet commenced business and no dividends have
been declared or paid since the date of incorporation. The address
of its registered office is Eastcastle House, 27/28 Eastcastle
Street, London, W1W 8DH.
The Financial statements are presented in Sterling, which is the
Company's functional and presentational currency and has been
prepared under the historical cost convention.
1. Significant accounting policies
1.1 Basis of preparation
The financial statements are prepared in accordance with
applicable International Financial Reporting Standards ("IFRS")
including standards and interpretations issued by the International
Accounting Board, as adopted by the European Union.
The company has adopted IFRS since incorporation for the basis
of preparing these financial statements. The financial statements
have been prepared under the historical cost convention.
The preparation of financial statements in conformity with IFRS
requires the use of certain critical accounting estimates. It also
requires management to exercise its judgement in the process of
applying the company's accounting policies. The areas involving a
higher degree of judgement or complexity, or areas where
assumptions and estimates are significant to the financial
statements are disclosed in Note 2.3
1.2 Going Concern
The financial information is prepared on a going concern basis
as the directors are satisfied that the Company has the resources
to continue in business for the foreseeable future (which has been
taken as 12 months from the date of approval of the historical
financial information). The directors have made enquiries with
management and considered budgets and cash flow forecasts for the
Company and the support of the largest shareholder, and have, at
the time of approving this Financial Information, a reasonable
expectation that the Company has adequate resources to continue in
operational existence for the foreseeable future.
1.3 Financial instruments
Classification
The Company classifies financial assets and financial
liabilities into the following categories:
- Loans and receivables
- Financial liabilities measured at amortised cost
Classification depends on the purpose for which the financial
instruments were obtained / incurred and takes place at initial
recognition. Classification is re-assessed on an annual basis,
except for derivatives and financial assets designated as at fair
value through profit or loss, which shall not be classified out of
the fair value through profit or loss category.
Initial recognition and measurement
Financial instruments are recognised initially when the Company
becomes a party to the contractual provisions of the
instruments.
The Company classifies financial instruments, or their component
parts, on initial recognition as a financial asset, a financial
liability, or an equity instrument in accordance with the substance
of the contractual arrangement.
Financial instruments are measured initially at fair value,
except for equity investments for which a fair value is not
determinable, which are measured at cost and are classified as
available-for-sale financial assets.
For financial instruments which are not at fair value through
profit or loss, transaction costs are included in the initial
measurement of the instrument.
Listing costs are recognised initially as prepayments, due to
the certainty that the Board has as it pertains to the Company
being admitted for trading. Such costs will be expensed in the
period following admission.
Subsequent measurement
Loans and receivables are subsequently measured at amortised
cost, using the effective interest method, less accumulated
impairment losses.
Financial liabilities at amortised cost are subsequently
measured at amortised cost, using the effective interest
method.
Derecognition
Financial assets are derecognized when the rights to receive
cash flows from the investments have expired or have been
transferred and the Company has transferred substantially all risks
and rewards of ownership.
Fair value determination
The fair values of quoted investments are based on current bid
prices. If the market for a financial asset is not active (and for
unlisted securities), the Company establishes fair value by using
valuation techniques. These include the use of recent arm's length
transactions, reference to other instruments that are substantially
the same, discounted cash flow analysis, and option pricing models
making maximum use of market inputs and relying as little as
possible on entity-specific inputs.
Impairment of financial assets
At each reporting date the Company assesses all financial
assets, other than those at fair value through profit or loss, to
determine whether there is objective evidence that a financial
asset or Company of financial assets has been impaired.
For amounts due to the Company, significant financial
difficulties of the debtor, probability that the debtor will enter
bankruptcy and default of payments are all considered indicators of
impairment.
Impairment losses are recognised in profit or loss
Impairment losses are reversed when an increase in the financial
asset's recoverable amount can be related objectively to an event
occurring after the impairment was recognised, subject to the
restriction that the carrying amount of the financial asset at the
date that the impairment is reversed shall not exceed what the
carrying amount would have been had the impairment not been
recognised.
Reversals of impairment losses are recognised in profit or loss
except for equity investments classified as available-for-sale.
Impairment losses are also not subsequently reversed for
available-for-sale equity investments which are held at cost
because fair value was not determinable.
Where financial assets are impaired through use of an allowance
account, the amount of the loss is recognised in profit or loss
within operating expenses. When such assets are written off, the
write off is made against the relevant allowance account.
Subsequent recoveries of amounts previously written off are
credited against operating expenses.
Loans to shareholders, directors, managers and employees
These financial assets are classified as loans and
receivables
Trade and other payables
Trade payables are initially measured at fair value, and are
subsequently measured at amortised cost, using the effective
interest rate method.
1.4 Impairment of assets
The Company assesses at each end of the reporting period whether
there is any indication that an asset may be impaired. If any such
indication exists, the Company estimates the recoverable amount of
the asset.
Irrespective of whether there is any indication of impairment,
the Company also:
- tests intangible assets with an indefinite useful life or
intangible assets not yet available for use for impairment annually
by comparing its carrying amount with its recoverable amount. This
impairment test is performed during the annual period and at the
same time every period
- tests goodwill acquired in a business combination for
impairment annually.
- tests prepayments against the likelihood of the recoverability
of the amounts, in relation to the culmination of a future
event.
If there is any indication that an asset may be impaired, the
recoverable amount is estimated for the individual asset. If it is
not possible to estimate the recoverable amount of the individual
asset, the recoverable amount of the cash-generating unit to which
the asset belongs is determined.
The recoverable amount of an asset or a cash-generating unit is
the higher of its fair value less costs to sell and its value in
use.
If the recoverable amount of an asset is less than its carrying
amount, the carrying amount of the asset is reduced to its
recoverable amount. That reduction is an impairment loss.
An impairment loss of assets carried at cost less any
accumulated depreciation or amortization is recognised immediately
in profit or loss. Any impairment loss of a revalued asset is
treated as a revaluation decrease.
An entity assesses at each reporting date whether there is any
indication that an impairment loss recognised in prior periods for
assets other than goodwill may no longer exist or may have
decreased. If any such indication exists, the recoverable amounts
of those assets are estimated.
The increased carrying amount of an asset other than goodwill
attributable to a reversal of an impairment loss does not exceed
the carrying amount that would have been determined had no
impairment loss been recognised for the asset in prior periods.
A reversal of an impairment loss of assets carried at cost less
accumulated depreciation or amortisation other than goodwill is
recognised immediately in profit or loss. Any reversal of an
impairment loss of a revalued asset is treated as a revaluation
increase.
1.5 Share capital & equity
An equity instrument is any contract that evidences a residual
interest in the assets of an entity after deducting all its
liabilities.
Ordinary shares are classified as equity.
1.6 Borrowing Costs
All other borrowing costs are recognised as an expense in the
period in which they are incurred.
1.7 Translation of foreign currencies
Functional and presentation currency
Items included in the financial statements of each of the
Company entities are measured using the currency of the primary
economic environment in which the entity operates (functional
currency).
This consolidated financial information is presented in Pounds
Sterling which is the Company presentation currency. Umuthi
functional currency is Pounds Sterling.
Foreign currency transactions
A foreign currency transaction is recorded, on initial
recognition in Pounds, by applying to the foreign currency amount
the spot exchange rate between the functional currency and the
foreign currency at the date of the transaction.
At the end of the reporting period:
- foreign currency monetary items are translated using the
closing rate;
- non-monetary items that are measured in terms of historical
cost in a foreign currency are translated using the exchange rate
at the date of the transaction; and
- non-monetary items that are measured at fair value in a
foreign currency are translated using the exchange rates at the
date when the fair value was determined.
Exchange differences arising on the settlement of monetary items
or on translating monetary items at rates different from those at
which they were translated on initial recognition during the period
or in previous consolidated and separate financial statements are
recognised in profit or loss in the period in which they arise.
When a gain or loss on a non-monetary item is recognised to
other comprehensive income and accumulated in equity, any exchange
component of that gain or loss is recognised to other comprehensive
income and accumulated in equity. When a gain or loss on a
non-monetary item is recognised in profit or loss, any exchange
component of that gain or loss is recognised in profit or loss.
Cash flows arising from transactions in a foreign currency are
recorded in Pounds by applying to the foreign currency amount the
exchange rate between the Pounds and the foreign currency at the
date of the cash flow.
2. New Standards and Interpretations
2.1 Standards and interpretations effective and adopted in the
current year
To all periods reported, the Company has adopted those standards
and interpretations that are effective and that are relevant to its
operations.
2.2 Standards and interpretations not yet effective
The Company has chosen not to early adopt the following
standards and interpretations, which have been published and are
mandatory for the Company's accounting periods beginning on or
after 01 March 2018 or later periods:
Standard/ Interpretation: Effective date: Years Expected Impact:
beginning on or After
(*Subject to EU endorsement)
IAS 28 Investments in associates 01 January 2018 No Impact
and Joint
Ventures: Annual Improvements
IAS 40 Investment Property: Transfers 01 January 2018 No Impact
of Investment Property
IFRS 9 Financial Instruments 01 January 2018 No Impact
IFRS 15 Revenue from Contracts 01 January 2018 No Impact
with Customers
Amendments to IFRS 15: Clarifications 01 January 2018 No Impact
to IFRS 15 Revenue from Contracts
with Customers
Amendments to IFRS 2: Classification 01 January 2018 No Impact
and Measurement of Share-based
Payment Transactions
Amendments to IFRS 4: Applying 01 January 2018 No Impact
IFRS 9 Financial Instruments with
IFRS 4 Insurance Contracts
2.3 Significant judgements and sources of estimation
uncertainty
The Company makes estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on
historical experience and other factors, including expectations of
future events that are believed to be reasonable under the
circumstances. In the future, actual results may differ from these
estimates and assumptions. There are no estimates and assumptions
that have a significant risk of causing a material adjustment to
the carrying amounts of assets and liabilities within the next
financial year.
Prepayments are a currently treated as current assets due to it
consisting predominantly of costs attributed to the listing of the
Company which is considered to be a certain event by the Board.
These prepayments will be expenses in the period following the
admission of the Company to trading.
Critical judgements in applying accounting policies
Management made critical judgements around the carrying value of
the investment in Lems and any impairment considerations pertaining
to the value of the value of the investment as well as with regard
to the treatment of prepaid listing expenses.
Fair value estimation
Assets and liabilities of the Company are either measured at
fair value or disclosure is made of their fair values.
3. Risk management
Capital risk management
The Company's objectives when managing capital are to safeguard
the Company's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
In order to maintain or adjust the capital structure, the
Company may adjust the amount of dividends paid to shareholders,
return capital to shareholders, issue new shares or sell assets to
reduce debt.
Consistent with others in the industry, the Company monitors
capital based on the gearing ratio.
This ratio is calculated as net debt divided by total capital.
Net debt is calculated as total borrowings (including 'current and
non-current borrowings' as shown in the statement of financial
position) less cash and cash equivalents. Total capital is
calculated as 'equity' as shown in the statement of financial
position plus net debt.
There are no externally imposed capital requirements.
There have been no changes to what the entity manages as
capital, the strategy for capital maintenance or externally imposed
capital requirements from the previous year.
The gearing ratio in 2020, 2019 respectively were as
follows:
2020 2019
Intercompany Loan 349,366 214,150
Other financial liabilities - -
Less: Cash and cash equivalents - -
Net debt - -
Total equity (257,366) (122,150)
Total capital (257,366) (122,150)
Gearing ratio 136% 175%
Liquidity risk
Cash flow forecasting is performed by the Company. The Company
finance department monitors rolling forecasts of the Company's
liquidity requirements to ensure it has sufficient cash to meet
operational needs while maintaining sufficient headroom on its
undrawn committed borrowing facilities at all times so that the
Company does not breach borrowing limits or covenants (where
applicable) on any of its borrowing facilities. Such forecasting
takes into consideration the Company's debt financing plans,
covenant compliance, compliance with internal statement of
financial position ratio targets and, if applicable external
regulatory or legal requirements - for example, currency
restrictions.
The table below analyses the Company's financial liabilities and
net-settled derivative financial liabilities into relevant maturity
Companying's based on the remaining period at the statement of
financial position to the contractual maturity date. The amounts
disclosed in the table are the contractual undiscounted cash flows.
Balances due within 12 months equal their carrying balances as the
impact of discounting is not significant.
Company
At 29 February Less than Between 1 Between 2 and Over 5 years
2020 1 year and 2 years 5 years
Loan Account 349,366 - - -
Trade and other - - - -
payables
At 28 February Less than Between 1 Between 2 and Over 5 years
2019 1 year and 2 years 5 years
Loan Account 214,150 - - -
Trade and other - - - -
payables
Cash flow and fair value interest rate risk
As the Company has no significant interest-bearing assets,
changes in market interest rates do not have any significant direct
effect on its income.
Credit risk
Credit risk is managed on a Company basis.
Foreign exchange risk
The Company operates in the UK and is not exposed to foreign
exchange risk.
4. Receivables
As at 29 Feb 2020 As at 28 Feb 2019
GBP GBP
Amounts falling due within
1 year:
Other receivables 5,001 5,001
------------------ ------------------
5,001 5,001
------------------ ------------------
5. Intercompany loan
As at 29 Feb 2020 As at 28 Feb 2019
GBP GBP
Amounts falling due within
1 year:
Lems Pharmaceutical Ltd 349,366 214,150
------------------ ------------------
349,366 215,150
------------------ ------------------
Amounts loaned to Lems Pharmaceutical Ltd is interest free and
unsecured.
6. Share Capital
Number of Shares Share premium Total
shares
GBP GBP GBP
At incorporation 1 1 - 1
Issue of shares 5,000,000 5,000 5,000
Share for Share
exchange 89,999,999 89,999 89,999
Share cancelation (3,000,000) (3,000) (3,000)
At 29 February
2020 92,000,000 92,000 - 92,000
------------ -------- -------------- --------
On incorporation, the Company issued 1 ordinary share of GBP1
for consideration of GBP1 cash. No Earnings Per Share has been
calculated as the Company did not trade in the year to 29 February
2020.
7. Investment in Lems Pharmaceuticals
On 29 January 2019, the Company and Lems Pharmaceutical Limited
entered into a share exchange agreement with each of the
shareholders of Lems Pharmaceutical at that time, pursuant to which
the Company agreed to purchase the entire issued share capital of
Lems Pharmaceutical in exchange for the issue and allotment of
89,999,999 Ordinary Shares to the shareholders of Lems
Pharmaceutical, pro rate to their holdings in Lems
Pharmaceutical.
The Ordinary Shares were issued based on 1 Ordinary Share for
each share held in Lems Pharmaceutical (after taking into account
the subscriber shares of the Company). On completion of the
agreement, Lems Pharmaceutical became a wholly owned subsidiary of
the Company and the former shareholders of Lems Pharmaceutical held
the Ordinary Shares in the same proportions as they had held shares
in Lems Pharmaceutical.
8. Related parties
There were no transactions with related parties for the
reporting period save for the items disclosed in note 5 and note 1
to the Cash flow statement.
9. Subsequent events
There were no material subsequent events.
10. Control
There is no one controlling shareholder.
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END
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