Allied HCG Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 09882886 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements

for the Year Ended 31 December 2018

for

Allied HCG Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Dr C F Trautwein

REGISTERED OFFICE:

6th Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

09882886 (England and Wales)

AUDITORS:

Silbury Business Advisers Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The director presents his strategic report for the year ended 31 December 2018.

Review of Business

The company is a holding company. At the start of the year to 31 December 2018 the company held a group

of companies through Allied HC Group Ltd being the Allied Healthcare group of companies. On 20 December

2018 the company acquired from Allied HC Group Ltd Allied Healthcare Group Holdings Ltd and its

subsidiaries. On the same day, it sold Allied HC Group Ltd. .Allied HC Group Ltd was subsequently wound up

and Allied Healthcare Group Holdings Ltd and its subsidiaries were sold on.

The company also continued to extend a loan to Allied HC Group Ltd. This was funded by a loan from its

parent Aurelius Equity Opportunities SE & Co. KGaA. Both loans were repaid after the year end.

There are no key performance indicators of the company.

Principal Risks And Uncertainties

The principal risks and uncertainties remain the performance of the investment. The company relies on the

continued support of the parent.

Going concern

With the disposal of Allied Healthcare Group Holdings Ltd after the year end the company has no

investments.

Not with standing the above, given the nature of the principal activity, the investing in and granting of loans to

group companies, the going concern presumption of the company relies upon the continued credit offered by

the parent company. This continued support of the parent company has been sought and confirmed.

ON BEHALF OF THE BOARD:

Dr C F Trautwein - Director

1 November 2019

The director presents his report with the financial statements of the company for the year ended 31 December 2018.

DIVIDENDS

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

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

Dr G Engleder held office from 1 January 2018 until after 31 December 2018 but prior to the date of this report.

Dr C F Trautwein was appointed as a director after 31 December 2018 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial

statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the

director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair

view of the state of affairs of the company and of the profit or loss of the company for that period. In

preparing these financial statements, the director is required to:

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is

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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the

Companies Act 2006) of which the company's auditors are unaware, and he 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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

Dr C F Trautwein - Director

1 November 2019

Opinion

We have audited the financial statements of Allied HCG Holdings Limited (the 'company') for the year ended

31 December 2018 which comprise the Income Statement, Other Comprehensive Income, Statement of

Financial Position, Statement of Changes in Equity and 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 company's affairs as at 31 December 2018 and of its 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

company in accordance with the ethical requirements that are relevant to our audit of the financial statements

in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in

accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and

appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

-

the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company'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 director is responsible for the other information. The other information comprises the information in the

Strategic Report and the Report of the Director, 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 Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of

the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to

report to you if, in our opinion:

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

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

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

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is

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 director determines 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 director is responsible for assessing the company's ability to

continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the director either intends to liquidate the company or to cease

operations, or has 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.

Christopher Baylis (Senior Statutory Auditor)

for and on behalf of Silbury Business Advisers Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

1 November 2019

REVENUE

3

653,125

781,476

Cost of sales

559,294

749,838

GROSS PROFIT

93,831

31,638

Administrative expenses

89,213

69,019

OPERATING PROFIT/(LOSS)

5

4,618

(37,381

)

Sale of investment

6

1,520,100

-

(1,515,482

)

(37,381

)

Interest receivable and similar income

20,000

45,000

(1,495,482

)

7,619

Interest payable and similar expenses

7

45,000

45,000

LOSS BEFORE TAXATION

(1,540,482

)

(37,381

)

Tax on loss

8

14,630

(6,000

)

LOSS FOR THE FINANCIAL YEAR

(1,555,112

)

(31,381

)

LOSS FOR THE YEAR

(1,555,112

)

(31,381

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,555,112

)

(31,381

)

FIXED ASSETS

Investments

9

1,500,000

3,000,000

CURRENT ASSETS

Debtors

10

98,035

167,868

Cash at bank

15,489

33,186

113,524

201,054

CREDITORS

Amounts falling due within one year

11

1,663,893

1,696,311

NET CURRENT LIABILITIES

(1,550,369

)

(1,495,257

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(50,369

)

1,504,743

CAPITAL AND RESERVES

Called up share capital

12

1

1

Share premium

13

1,500,000

1,500,000

Retained earnings

13

(1,550,370

)

4,742

SHAREHOLDERS' FUNDS

(50,369

)

1,504,743

The financial statements were approved by the director on 1 November 2019 and were signed by:

Dr C F Trautwein - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2017

1

36,123

1,500,000

1,536,124

Changes in equity

Total comprehensive income

-

(31,381

)

-

(31,381

)

Balance at 31 December 2017

1

4,742

1,500,000

1,504,743

Changes in equity

Total comprehensive income

-

(1,555,112

)

-

(1,555,112

)

Balance at 31 December 2018

1

(1,550,370

)

1,500,000

(50,369

)

1.	STATUTORY INFORMATION

Allied HCG Holdings 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 Company

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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and

Republic of Ireland":

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Preparation of consolidated financial statements

The financial statements contain information about Allied HCG Holdings Limited as an individual

company and do not contain consolidated financial information as the parent of a group. The company

is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare

consolidated financial statements as it and its subsidiary undertaking are included by full consolidation

in the consolidated financial statements of its parent, Aurelius Equity Opportunities SE & Co. KGaA,

Ludwig-Ganghofer-Straße 6 82031 Grünwald Germany.

Turnover

Turnover is consultancy sales and interest receivable on loans.

Investments in subsidiaries

Investment in subsidiaries are shown at cost less any impairment.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the statement of financial position 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at

the statement of financial position date. Transactions in foreign currencies are translated into sterling

at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account

in arriving at the operating result.

3.

REVENUE

The revenue and loss before taxation are attributable to the principal activities of the company.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2018 nor for the year ended

31 December 2017.

31.12.18

31.12.17

£

£

Director's remuneration

-

-

5.	OPERATING PROFIT/(LOSS)

The operating profit (2017 - operating loss) is stated after charging:

31.12.18

31.12.17

£

£

Auditors' remuneration

2,250

2,250

Auditors' remuneration for non audit work

3,750

3,750

6.	EXCEPTIONAL ITEMS

During the year the company disposed of its shares in Allied HC Group Limited. The loss on this

disposal was £1,520,000.

During the year the company bought and sold Helenus Limited, this resulted in a £100 loss.

7.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.18

31.12.17

£

£

Loan

45,000

45,000

8.

TAXATION

Analysis of the tax charge/(credit)

The tax charge/(credit) on the loss for the year was as follows:

31.12.18

31.12.17

£

£

Current tax:

UK corporation tax

8,630

-

Deferred tax

6,000

(6,000

)

Tax on loss

14,630

(6,000

)

Reconciliation of total tax charge/(credit) included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The

difference is explained below:

31.12.18

31.12.17

£

£

Loss before tax

(1,540,482

)

(37,381

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2017 - 20%)

(292,692

)

(7,476

)

Effects of:

Expenses not deductible for tax purposes

301,322

-

Income not taxable for tax purposes

-

1,476

Deferred tax

6,000

-

Total tax charge/(credit)

14,630

(6,000

)

9.	FIXED ASSET INVESTMENTS

31.12.18

31.12.17

£

£

Shares in group undertakings

-

1,500,000

Loans to group undertakings

1,500,000

1,500,000

1,500,000

3,000,000

Additional information is as follows:

Shares in

group

undertakings

£

COST

At 1 January 2018

1,500,000

Additions

100

Disposals

(1,500,100

)

At 31 December 2018

-

NET BOOK VALUE

At 31 December 2018

-

At 31 December 2017

1,500,000

Loans to

group

undertakings

£

At 1 January 2018

and 31 December 2018

1,500,000

Directly held

Allied Healthcare Group Holdings Limited

Indirectly held

Allied Healthcare Holdings Limited

Nightingale Nursing Bureau Limited

Omnicare Limited

Allied Healthcare Group Limited

All of the above companies are incorporated in England and Wales and are 100% owned.

The company also continued to extend a loan to Allied HC Group Ltd. This was funded by a loan from

Allied HCG Holdings parent Aurelius Equity Opportunities SE & Co. KGaA. These loans were repaid

after the year end.

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

£

£

Amounts owed by group undertakings

98,035

161,868

Deferred taxation asset

-

6,000

98,035

167,868

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.18

31.12.17

£

£

Trade creditors

3,643

193

Amounts owed to group undertakings

1,638,875

1,657,135

Tax

13,374

8,891

Other creditors

-

24,092

Accrued expenses

8,001

6,000

1,663,893

1,696,311

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.18

31.12.17

value:

£

£

1,500,000

ordinary

£1

1

1

13.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2018

4,742

1,500,000

1,504,742

Deficit for the year

(1,555,112

)

(1,555,112

)

At 31 December 2018

(1,550,370

)

1,500,000

(50,370

)

14.	ULTIMATE PARENT COMPANY

Aurelius Equity Opportunities SE & Co KGaA (incorporated in Germany) is regarded by the director as

being the company's direct and ultimate parent.

15.	POST BALANCE SHEET EVENTS

In March 2019 the company sold Allied Healthcare Group Holdings Limited to Alma Nutrix Limited.

Alma Nutrix Limited is owned by the director of Allied Healthcare Group Holdings Limited, Dr C F

Trautwein, who is also the director of the company and its new parent company.

The loans to Allied HC Group Ltd, funded by a loan from Allied HCG Holdings parent Aurelius Equity

Opportunities SE & Co. KGaA were repaid after the year end.

16.	GOING CONCERN

With the disposal of all of Allied Healthcare Group Holdings Ltd after the year end the company has no

investments.

Not with standing the above, given the nature of the principal activity, the investing in and granting of

loans to group companies, the going concern presumption of the company relies upon the continued

credit offered by the parent company and its support of borrowing group companies. This continued

support of the parent company which has been sought and confirmed.