WHC01 Limited - Limited company accounts 18.2

REGISTERED NUMBER: 10292972 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST DECEMBER 2018

FOR

WHC01 LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Statement of Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

M W Fell

A Healing

M McGowan

R C Queen

Ms J A Lindsay

REGISTERED OFFICE:

Suite A, Fernbank House Springwood Way

Tytherington Business Park

Macclesfield

SK10 2XA

REGISTERED NUMBER:

10292972 (England and Wales)

AUDITORS:

French Ludlam & Co Limited

Statutory Auditors and Accountants

Mountfield House

661 High Street

Kingswinford

West Midlands

DY6 8AL

The directors present their strategic report of the company and the group for the year ended 31st December 2018.

PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS

The principal activity of the group in the year under review was that of the provision of healthcare services, predominantly

within the domiciliary care environment.

The directors aim to present a balanced and comprehensive review of the development and performance of the business

during the period and its position at the period end.

The key performance indicators are as follows :

2018

2017

£

£

Turnover

15,611,741

14,095,612

Gross profit

5,272,603

5,031,163

Operating profit

423,322

437,479

Gross profit %

33.8%

35.7%

Average number of employees

675

595

The group has continued to grow its regional presence and benefit from strong development of services across its established

branch network. The availability of appropriate, sufficiently trained personnel remains a key challenge within the industry as

a whole. The group has continued to invest in its central resources, including its recruitment and training infrastructure to

drive the required increase in personnel as it expands its service offering over a wider geographical footprint across the

North of England.

The gross margin has decreased from 35.7% to 33.8% as a direct result of investment in personnel training costs, together

with other statutory increases to the National Living Wage, pension and other associated national insurance increases.

The directors, during 2018 and continuing into 2019, have invested significant resources within its central functions to

facilitate the addition of centralised recruitment and clinical teams to facilitate future expansion and to transition its

operations to more specialised, higher acuity areas within the domiciliary homecare sector.

The directors are confident the current financial year will show an increase in turnover and profitability as a result of its

development activities.

Environment

The group continually seeks to minimise the environmental impact of its operations by complying with all relevant

legislation and being aware of its environmental responsibilities.

Health and Safety

The group is committed to providing a safe environment for its employees and customers.

Employees

The directors recognise the importance of investing in the training and development of employees. Retention of key staff is

also an important factor in the ongoing success of the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The group would be exposed to interest rate risk on any borrowings. Loan notes in issue carry a fixed rate of interest,

however the bank loan carries a variable interest rate based on LIBOR plus a margin between 1.85% and 2.85%. Bank

interest rates continue to be low and the directors consider any risk continues to be low.

Credit risk is managed by strict credit control and through credit checks on new customers.

Sales are to UK customers only and all suppliers are UK based, thus removing and exchange rate risk.

ON BEHALF OF THE BOARD:

M McGowan - Director

8th August 2019

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

31st December 2018.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of the provision of healthcare services, predominantly

within a domiciliary care environment.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2018.

DIRECTORS

The directors shown below below have held office during the whole of the period from 1 January 2018 to the date of this

report.

A Healing

M W Fell

R C Queen

Other changes in directors holding office are as follows:

Mr M McGowan resigned as a director on 20th August 2018, was reappointed on 26th October 2018.

Miss E Young resigned as a director on 23rd November 2018.

Ms J A Lindsay was appointed as a director after 31st December 2018 but prior to the date of this report.

EMPLOYEES

Applications for employment by disabled persons are always fully considered, bearing in mind the respective aptitudes and

abilities of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that

their employment with the group continues and the appropriate training is arranged. It is the policy of the group that training,

career development and promotion of a disabled person should, as far as possible, be identical to that of a person who does

not suffer from a disability. Consultation with employees or their representatives continues at all levels, with the aim of

ensuring that their views are taken into account when decisions are made that are likely to affect their interests .

DISCLOSURE IN THE STRATEGIC REPORT

The group has chosen in accordance with Section 414C (11) to set out in the group's strategic report information required to

be disclosed by Schedule 7 of the Companies Act 2006.

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), including Financial Reporting Standard 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 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 ought to have taken as a

director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware

of that information.

ON BEHALF OF THE BOARD:

M McGowan - Director

8th August 2019

Opinion

We have audited the financial statements of WHC01 Limited (the 'parent company') and its subsidiaries (the 'group') for the

year ended 31st December 2018 which comprise the Consolidated Statement of Comprehensive Income, Consolidated

Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity,

Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement

of Cash Flows, 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 31st December 2018 and of the group's loss 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you

where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

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 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.

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 pages four and five, 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.

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.

Stephen B Ludlam (Senior Statutory Auditor)

for and on behalf of French Ludlam & Co Limited

Statutory Auditors and Accountants

Mountfield House

661 High Street

Kingswinford

West Midlands

DY6 8AL

12th August 2019

TURNOVER

15,611,741

14,095,612

Cost of sales

10,339,138

9,064,449

GROSS PROFIT

5,272,603

5,031,163

Administrative expenses

4,864,681

4,607,924

407,922

423,239

Other operating income

15,400

14,240

OPERATING PROFIT

4

423,322

437,479

Interest receivable and similar income

2,137

1,198

425,459

438,677

Interest payable and similar expenses

5

588,897

931,172

LOSS BEFORE TAXATION

(163,438

)

(492,495

)

Tax on loss

6

148,734

123,534

LOSS FOR THE FINANCIAL YEAR

(312,172

)

(616,029

)

OTHER COMPREHENSIVE INCOME

Cancelled shares

99

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

99

-

TOTAL COMPREHENSIVE LOSS FOR THE YEAR

(312,073

)

(616,029

)

Loss attributable to:

Owners of the parent

(312,172

)

(616,029

)

Total comprehensive income attributable to:

Owners of the parent

(312,073

)

(616,029

)

FIXED ASSETS

Intangible assets

8

7,150,863

8,093,834

Tangible assets

9

112,297

97,426

Investments

10

-

-

7,263,160

8,191,260

CURRENT ASSETS

Debtors

11

1,701,217

2,162,428

Cash at bank and in hand

1,956,249

1,595,587

3,657,466

3,758,015

CREDITORS

Amounts falling due within one year

12

2,192,125

2,061,878

NET CURRENT ASSETS

1,465,341

1,696,137

TOTAL ASSETS LESS CURRENT LIABILITIES

8,728,501

9,887,397

CREDITORS

Amounts falling due after more than one year

13

(6,345,052

)

(7,195,052

)

PROVISIONS FOR LIABILITIES

17

(20,260

)

(16,984

)

NET ASSETS

2,363,189

2,675,361

CAPITAL AND RESERVES

Called up share capital

18

3,605,952

3,606,051

Capital redemption reserve

19

99

-

Retained earnings

19

(1,242,862

)

(930,690

)

SHAREHOLDERS' FUNDS

2,363,189

2,675,361

The financial statements were approved by the Board of Directors on 8th August 2019 and were signed on its behalf by:

M McGowan - Director

FIXED ASSETS

Intangible assets

8

-

-

Tangible assets

9

-

-

Investments

10

11,003,294

11,003,294

11,003,294

11,003,294

CURRENT ASSETS

Debtors

11

841,964

1,176,564

CREDITORS

Amounts falling due within one year

12

1,299,984

1,216,211

NET CURRENT LIABILITIES

(458,020

)

(39,647

)

TOTAL ASSETS LESS CURRENT LIABILITIES

10,545,274

10,963,647

CREDITORS

Amounts falling due after more than one year

13

6,345,052

7,195,052

NET ASSETS

4,200,222

3,768,595

CAPITAL AND RESERVES

Called up share capital

18

3,605,952

3,606,051

Capital redemption reserve

99

-

Retained earnings

594,171

162,544

SHAREHOLDERS' FUNDS

4,200,222

3,768,595

Company's profit for the financial year

431,627

34,949

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 8th August 2019 and were signed on its behalf by:

M McGowan - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2017

3,606,051

(314,661

)

-

3,291,390

Changes in equity

Total comprehensive loss

-

(616,029

)

-

(616,029

)

Balance at 31st December 2017

3,606,051

(930,690

)

-

2,675,361

Changes in equity

Issue of share capital

(99

)

-

-

(99

)

Total comprehensive loss

-

(312,172

)

99

(312,073

)

Balance at 31st December 2018

3,605,952

(1,242,862

)

99

2,363,189

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st January 2017

3,606,051

127,595

-

3,733,646

Changes in equity

Total comprehensive income

-

34,949

-

34,949

Balance at 31st December 2017

3,606,051

162,544

-

3,768,595

Changes in equity

Issue of share capital

(99

)

-

-

(99

)

Total comprehensive income

-

431,627

99

431,726

Balance at 31st December 2018

3,605,952

594,171

99

4,200,222

Cash flows from operating activities

Cash generated from operations

1

1,516,675

1,640,613

Interest paid

(300,407

)

(1,164,571

)

Tax paid

(123,416

)

(254,734

)

Taxation refund

139,324

-

Net cash from operating activities

1,232,176

221,308

Cash flows from investing activities

Purchase of tangible fixed assets

(66,594

)

(51,421

)

Interest received

2,137

1,198

Net cash from investing activities

(64,457

)

(50,223

)

Cash flows from financing activities

New loans in year

-

4,250,000

Loan repayments in year

(850,000

)

(3,599,326

)

Deferred consideration

-

(253,468

)

Amount introduced by directors

42,943

-

Amount withdrawn by directors

-

(42,943

)

Net cash from financing activities

(807,057

)

354,263

Increase in cash and cash equivalents

360,662

525,348

Cash and cash equivalents at beginning of year

2

1,595,587

1,070,239

Cash and cash equivalents at end of year

2

1,956,249

1,595,587

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

2018

2017

£

£

Loss before taxation

(163,438

)

(492,495

)

Depreciation charges

993,864

990,203

Loss on disposal of fixed assets

830

-

Finance costs

588,897

931,172

Finance income

(2,137

)

(1,198

)

1,418,016

1,427,682

Decrease/(increase) in trade and other debtors

278,944

(220,352

)

(Decrease)/increase in trade and other creditors

(180,285

)

433,283

Cash generated from operations

1,516,675

1,640,613

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these

Statement of Financial Position amounts:

Year ended 31st December 2018

31.12.18

1.1.18

£

£

Cash and cash equivalents

1,956,249

1,595,587

Year ended 31st December 2017

31.12.17

1.1.17

£

£

Cash and cash equivalents

1,595,587

1,070,239

1.	STATUTORY INFORMATION

WHC01 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.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Basis of consolidation

The consolidated statements include the financial statements of the company and its subsidiary undertakings made up

to 31 December 2018.The purchase method of accounting has been adopted. Under this method, the results of the

subsidiary undertakings acquired or disposed of during the year are included in the consolidated profit and loss

account from the date of acquisition or up to the date of disposal.The purchase consideration has been allocated to

the assets and liabilities on the basis of fair value at the date of acquisition. All subsidiary companies have been

included in the consolidation.

In the company's separate financial statements, investments are stated at cost less any provision for impairment.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial

Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with

wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the

financial statements.

Significant judgements and estimates

Estimates and judgements are continually evaluated and are based on historical experience and other factors,

including expectations of future events, that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by

definition, seldom equal the related actual results. In the opinion of the directors there are no estimates or

assumptions that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities

within the next financial year.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Goodwill

Purchased goodwill (representing the excess of fair value of the consideration given over the fair value of the

separable net assets aquired) arising on consolidation is capitalised. It is amortised on a straight line basis over an

estimated useful economic life of 10 years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less

any accumulated amortisation and any accumulated impairment losses.