Omnes Healthcare Ltd 31/03/2019 iXBRL

OMNES HEALTHCARE LTD - Company Information

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Company registration number: 07751362

Omnes Healthcare Ltd

Filleted financial statements

Year ended

31 March 2019

Omnes Healthcare Ltd

Contents

Directors responsibilities statement

Statement of financial position

Notes to the financial statements

Omnes Healthcare Ltd

Directors responsibilities statement

Year ended 31 March 2019

The directors are responsible for preparing 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 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 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 judgments and accounting estimates that are reasonable and prudent; 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. 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.

Omnes Healthcare Ltd

Statement of financial position

31 March 2019

			31/03/19		31/03/18
		Note	£	£	£	£

Fixed assets
Intangible assets		6	178,265		-
Tangible assets		7	197,746		3,283
			_______		_______
				376,011		3,283

Current assets
Debtors:
	Amounts falling due after more than one year	8	-		1,794,574
	Amounts falling due within one year	8	834,224		305,969
Cash at bank and in hand			38,875		38,149
			_______		_______
			873,099		2,138,692
Creditors: amounts falling due
within one year		9	( 828,702)		( 132,130)
			_______		_______
Net current assets				44,397		2,006,562
				_______		_______
Total assets less current liabilities				420,408		2,009,845

Creditors: amounts falling due
after more than one year		10		-		( 2,036,220)
				_______		_______
Net assets/(liabilities)				420,408		( 26,375)
				_______		_______

Capital and reserves
Called up share capital - allotted and fully paid				1,000		1,000
Profit and loss account				419,408		( 27,375)
				_______		_______
Shareholders funds/(deficit)				420,408		( 26,375)
				_______		_______

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.

These financial statements were approved by the board of directors and authorised for issue on 18 December 2019 , and are signed on behalf of the board by:

Mr T Hurd

Director

Company registration number: 07751362

Omnes Healthcare Ltd

Notes to the financial statements

Year ended 31 March 2019

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Alexandra House, 43 Alexandra Street, Nottingham, NG5 1AY. The main business address is Unit 132-136, Metal Box Factory, 30 Great Guildford Street, London, SE1 0HS. The principal activity of the company is the provision of diagnostic medical services and related consultancy in the fields of ultrasound and cardiology. The current period reports the year ended 31 March 2019. The comparatives report an 18 month period from 1 October 2016 to 31 March 2018.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis.The financial statements are prepared in sterling, which is the functional currency of the entity, rounded to the nearest £.

Going concern

The accounts have been prepared on the going concern basis. The directors are satisfied that the going concern basis is appropriate having reviewed the company's trading performance since the statement of financial position date, together with budgets and forecasts for the foreseeable future, defined as being no less than one year from the date of approving the accounts. The Board remain active in developing new business.The company's results have been significantly affected by the impact of inter-company debtors and creditors being written off in the year, due to several group companies being placed into administration shortly after the year end as part of a group restructuring. The company has reached agreement with the administrator to take over certain profitable contracts from those companies. The Board are also comfortable that sufficient cash flow funding can be made available from sources of finance to pay debts as they become due. This includes external facilities from the company's bank, including invoice finance, and investment from new shareholders that has been received from the newly created Omnes group shortly after the year end as a part of the group restructuring exercise.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the statement of financial position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates. The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.Completeness of contract liabilities - given the nature of the company's business liabilities in relation to certain contracts can be received some time after the event and the company provides for the anticipated costs in its financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable for medical services supplied during the year.

Taxation

The taxation expense represents the aggregated amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, respectively.Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted at the reporting date.Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probably that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and any accumulated impairment losses.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:


Combined other intangible assets	-	Over the contract term

No amortisation was charged in the year because the intangible assets were purchased very close to the financial year end. If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Tangible assets

Tangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated depreciation and impairment losses.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:


Medical equipment	-	33.33 %	straight line
Fittings fixtures and equipment	-	20.00 %	straight line

If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.

Impairment

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. When it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that are largely independent of the cash inflows from other assets or groups of assets.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument.

Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Debt instruments are subsequently measured at amortised cost.

For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets or either assessed individually or grouped on the basis of similar credit risk characteristics.

Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.

4. Employee numbers

The average number of persons employed by the company during the year amounted to 5 (2018: 9 ).

5. Profit before taxation

Profit before taxation is stated after charging/(crediting):

	Year	Period
	ended	ended
	31/03/19	31/03/18
	£	£
Depreciation of tangible assets	284	9,963
	_______	_______

Exceptional inter-company loan impairments and new investment in the business

The last 18 months has been an important period for the company. During this time the company has completed its restructuring which included a significant injection of capital by affiliates of Blandford Capital (www.blandfordcap.com) on 18 October 2019 who aim to develop proactive, successful strategies alongside management teams helping them and their businesses to achieve their true potential. The new Board of Directors look forward to the next phase of the company's growth with a much stronger financial position. As part of this transaction the company was rebranded as part of the Omnes Healthcare group. The company is now strongly placed to benefit from new opportunities as they arise and has the funding in place for investment in the business. As part of the restructuring that took place to facilitiate this new investment, certain fellow subsidiaries of the previous holding entity, Concordia Health Holdings LLP, were placed in administration. The Board concluded that inter-company debtor balances with those entities are no longer recoverable and they have been impaired in full. The impairments were non-recurring adjustments to inter-companty financing loans, and do not directly impact on the underlying trading of the Omnes Healthcare business which was profitable during the year ended 31 March 2019 and remains so in the period since the statement of financial position date. The Board further agreed a final settlement with the administrators for inter-company creditors due to the companies under administration, and the inter-company creditor balance within these accounts has been written back to that final settlement amount.

6. Intangible assets

	Customer contracts	Total
	£	£
Cost
At 1 April 2018	-	-
Additions	178,265	178,265
	_______	_______
At 31 March 2019	178,265	178,265
	_______	_______
Amortisation
At 1 April 2018 and 31 March 2019	-	-
	_______	_______
Carrying amount
At 31 March 2019	178,265	178,265
	_______	_______
At 31 March 2018	-	-
	_______	_______

7. Tangible assets

	Medical equipment	Fixtures, fittings and equipment	Total
	£	£	£
Cost
At 1 April 2018	65,887	4,918	70,805
Additions	123,925	70,822	194,747
	_______	_______	_______
At 31 March 2019	189,812	75,740	265,552
	_______	_______	_______
Depreciation
At 1 April 2018	62,604	4,918	67,522
Charge for the year	284	-	284
	_______	_______	_______
At 31 March 2019	62,888	4,918	67,806
	_______	_______	_______
Carrying amount
At 31 March 2019	126,924	70,822	197,746
	_______	_______	_______
At 31 March 2018	3,283	-	3,283
	_______	_______	_______

8. Debtors

Debtors falling due within one year are as follows:

	31/03/19	31/03/18
	£	£
Trade debtors	-	99,792
Amounts owed by group undertakings and undertakings in which the company has a participating interest	14,095	-
Other debtors	820,129	206,177
	_______	_______
	834,224	305,969
	_______	_______

Debtors falling due after one year are as follows:

	31/03/19	31/03/18
	£	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	-	1,794,574
	_______	_______

In previous years, the directors classified the inter-company loans as falling due after more than one year.Whilst the loans could fluctuate during the year as cash flow demands required, the Board considered them to be financing in nature and there was no intention for them to be fully repaid within a year of the statement of financial position date. The loans provided the necessary finance for the group companies to achieve the significant growth envisaged and expected by the directors over the medium term. A repayment plan was planned to be put in place when trading conditions demonstrated this to be appropriate.Following Concordia Health Group Limited and certain of its subsidiaries being placed in voluntary liquidation and administration after the statement of financial position date this position no longer applied to the loans with those companies. Consequently, the full value of loans with those companies have been written off in the year ended 31 March 2019.Similarly, the directors have re-assessed the position with regards the other inter-company loans and have determined that these are repayable on demand with no fixed repayment terms.The directors have concluded that it is now appropriate for all of the inter-company loan balances to be transferred into current assets.

9. Creditors: amounts falling due within one year

	31/03/19	31/03/18
	£	£
Trade creditors	147,172	117,145
Amounts owed to group undertakings and undertakings in which the company has a participating interest	493,107	-
Corporation tax	31,151	-
Social security and other taxes	2,110	3,530
Other creditors	155,162	11,455
	_______	_______
	828,702	132,130
	_______	_______

The company's bank has taken out security against any debts due to it from the company by means of a fixed and floating charge incorporating a negative pledge.On 3 April 2019 the company's invoice finance provider also took out a charge by way of legal mortgage containing a fixed and floating charge and incorporating a negative pledge. On 18 October 2019 Mr A Hurd and Mr T Hurd , both directors of the company, and Omnes Healthcare Topco Limited took out a charge to secure lending by those parties to the company.

10. Creditors: amounts falling due after more than one year

	31/03/19	31/03/18
	£	£
Other creditors	-	2,036,220
	_______	_______

In previous years, the directors classified the inter-company loans as falling due after more than one year.Whilst the loans could fluctuate during the year as cash flow demands required, the Board considered them to be financing in nature and there was no intention for them to be fully repaid within a year of the statement of financial position date. The loans provided the necessary finance for the company to achieve the significant growth envisaged and expected by the directors over the medium term. A repayment plan was planned to be put in place when trading conditions demonstrated this to be appropriate.Following Concordia Health Group Limited being placed in voluntary administration after the statement of financial position date this position no longer applied to the loan with that company. The loan has been written back to the final settlement balance with the administrator. The remaining loan is repayable on demand to the administrator as the insolvency process is followed. The directors have concluded that it is now appropriate for all of the inter-company loan balances to be transferred into current liabilities.

11. Events after the end of the reporting period

Shortly after the statement of financial position date, the company's immediate parent company, together with two other fellow subsidiaries, were placed in administration. The Board have concluded that all sums due to Omnes Healthcare Ltd from those companies should be impaired in full, as the recoverability of the related balances is now highly unlikely. The inter-company creditor balance owed by Omnes Healthcare Limited to one of the companies placed into administration has also been written back to the final settlement balance agreed with the administrator.

12. Summary audit opinion

The auditor's report for the year dated 18 December 2019 was unqualified.

The senior statutory auditor was Steven Newman LLB BFP FCA for and on behalf of Hobsons CA Limited

13. Directors advances, credits and guarantees

	During the year the directors entered into the following advances and credits with the company:

Year ended 31/03/19
		Balance brought forward	Advances /(credits) to the directors	Balance o/standing
		£	£	£
	Mr A Hurd	76,850	( 100,000)	( 23,150)
	Mr T Hurd	-	( 100,000)	( 100,000)
		_______	_______	_______
		76,850	( 200,000)	( 123,150)
		_______	_______	_______

Period ended 31/03/18
		Balance brought forward	Advances /(credits) to the directors	Balance o/standing
		£	£	£
	Mr A Hurd	-	76,850	76,850
		_______	_______	_______

14. Related party transactions

The company has taken advantage of the exemption from disclosing transactions and balances with fellow Concordia Health Holdings LLP group companies where one party to the transaction is wholly owned.There are no other related party transactions to disclose.

15. Ultimate parent company

During the majority of the year ended 31 March 2019, the immediate parent undertaking of the company was Concordia Health Group Limited, owning 100% of the issued share capital, and the ultimate parent undertaking was Concordia Health Holdings LLP. Following a group restructuring that took place with an agreement date of 29 March 2019 the immediate parent company became Omnes Healthcare Bidco Limited, and the ultimate parent company became Omnes Healthcare Topco Limited .Given the change of control brought about by the group restructuring and the launch of the Omnes group, the results of Omnes Healthcare Ltd are not included in any consolidated accounts for the year ended 31 March 2019.