Care UK Community Diagnostics Limited - Limited company accounts 18.2

REGISTERED NUMBER: 05256452 (England and Wales)

Directors' Report and

Audited Financial Statements for the Year Ended 30 September 2019

for

Care UK Community Diagnostics Limited

Page

Company Information

1

Directors' Report

2

Statement of Directors' Responsibilities

4

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Directors:

J W Easton

D G Stickland

Registered office:

Hawker House

5-6 Napier Court

Napier Road

Reading

Berkshire

RG1 8BW

Registered number:

05256452 (England and Wales)

Senior statutory auditor:

Ian Brokenshire

Independent auditors:

KPMG LLP

Chartered Accountants

Registered Auditors

Regus, 4th Floor

Salt Quay House

6 North East Quay

Plymouth

PL4 0HP

The Directors present their Director's report and financial statements for the year ended

30 September 2019.

Principal activity

Care UK Community Diagnostics Limited had no operational contracts during the year and is not

expected to have any in the future. The Company benefitted from rental income from surplus

equipment during the year however this finished during the year. As such the financial statements

have not been prepared on a going concern basis.

Review of business

Although there were no trading activities during the year the Company rented out its remaining

scanning equipment and received a small amount of rental income.

Dividends

No dividends will be distributed for the year ended 30 September 2019 (2018: £nil).

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.

Directors

J W Easton has held office during the whole of the period from 1 October 2018 to the date of this report.

Other changes in directors holding office are as follows:

D G Stickland was appointed as a director after 30 September 2019 but prior to the date of this report.

A J M Prosser , M R Parish and P J Whitecross ceased to be directors after 30 September 2019 but prior to the date of this report.

Political donations and expenditure

The Company made £nil political donations during the year (2018: £nil), and £nil charitable

donations during the year (2018: £nil).

Covid-19

Since the year end, COVID-19 has become a global pandemic which is causing a significant

impact across a number of different industries and sectors, particularly the healthcare sector.

Given the nature of the Company's current operations and activities, the virus is not expected to

create any additional risks for this specific company or impact on the company's activities going

forward.

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 Company's auditor is 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 Company's auditor is aware of that information.

Auditors

Pursuant to Section 487 of the Companies Act 2006, the auditors will be deemed to be reappointed

and KPMG LLP, will therefore continue in office.

On behalf of the board:

J W Easton - Director

24 June 2020

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 they have elected to prepare the financial statements in accordance with applicable law

and Section 1A of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of

Ireland (UK Generally Accepted Accounting Practice applicable to Smaller Entities).

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 of 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 judgements and estimates that are reasonable and prudent;

-

assess the Company's ability to continue as a going concern, disclosing, as applicable,

matters related to going concern; and

-

use the going concern basis of accounting unless they either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. As explained in 'Basis of preparation' in the principal accounting policies on page 10, the Directors do not believe that it is appropriate to prepare these financial statements on a going concern basis.

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 responsible for such internal control as they determine is

necessary to enable the preparation of financial statements that are free from material

misstatement, whether due to fraud or error, and have general responsibility for taking such steps

as are reasonably open to them to safeguard the assets of the Company and to prevent and detect

fraud and other irregularities.

Opinion

We have audited the financial statements of Care UK Community Diagnostics Limited ("the

Company") for the year ended 30 September 2019, which comprise the Statement of

Comprehensive Income, Balance sheet, Statement of changes in equity and related notes,

including the accounting policies in note 2.

In our opinion the financial statements:

-

give a true and fair view of the state of the Company's affairs as at 30 September 2019

and of its loss for the year then ended;

-

have been properly prepared in accordance with UK accounting standards, applicable

to smaller entities, including Section 1A of FRS 102 The Financial Reporting Standard

applicable in the UK and Republic of Ireland; 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 are described below. We have fulfilled our ethical

responsibilities under, and are independent of the Company in accordance with, UK ethical

requirements including the FRC Ethical Standard, and the provisions available for small entities, in

the circumstances set out in note 2 to the financial statements. We believe that the audit evidence

we have obtained is a sufficient and appropriate basis for our opinion.

Emphasis of matter - non-going concern basis of preparation

We draw attention to the disclosure made in note 2 to the financial statements which explains that

the financial statements have not been prepared on the going concern basis for the reasons set

out in that note. Our opinion is not modified in respect of this matter.

Directors' report

The Directors are responsible for the Directors' report. Our opinion on the financial statements

does not cover this report and we do not express an audit opinion thereon.

Our responsibility is to read the Directors' report and, in doing so, consider whether, based on our

financial statements audit work, the information therein is materially misstated or inconsistent with

the financial statements or our audit knowledge. Based solely on that work:

-

we have not identified material misstatements in the Directors' report;

-

in our opinion the information given in those reports for the financial year is consistent with

the financial statements; and

-

in our opinion those reports have been prepared in accordance with the Companies

Act 2006.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required 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 Directors' remuneration specified by law are not made; or

-

we have not received all the information and explanations we require for our audit; or

-

the Directors were not entitled to take advantage of the small companies exemption from the requirement to prepare a Strategic report

We have nothing to report in these respects.

Directors' responsibilities

As explained more fully in their statement set out on page 4, the Directors are responsible for: the

preparation of the financial statements and for being satisfied that they give a true and fair view;

such internal control as they determine is necessary to enable the preparation of financial

statements that are free from material misstatement, whether due to fraud or error; 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 they either intend to

liquidate the Company or to cease operations, or have no realistic alternative but to do so

Auditor's responsibilities

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 our opinion

in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of the financial statements.

A fuller description of our responsibilities is provided on the FRC's website at

www.frc.org.uk/auditorsresponsibilities.

The purpose of our audit work and to whom we owe our responsibilities

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 an auditor's report 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.

Ian Brokenshire (Senior Statutory Auditor)

for and on behalf of KPMG LLP

Chartered Accountants

Registered Auditors

Regus, 4th Floor

Salt Quay House

6 North East Quay

Plymouth

PL4 0HP

25 June 2020

Turnover

4

11

Cost of sales

(104

)

(22

)

Gross loss

(100

)

(11

)

Administrative expenses

(54

)

(1

)

Operating loss and

Loss before taxation

(154

)

(12

)

Tax on loss

6

-

-

Loss for the financial year

(154

)

(12

)

Other comprehensive income

-

-

Total comprehensive income for the year

(154

)

(12

)

Current assets

Stocks

7

-

104

Debtors

8

8

10

8

114

Creditors

Amounts falling due within one year

9

(90

)

(41

)

Net current (liabilities)/assets

(82

)

73

Total assets less current liabilities

(82

)

73

Provisions for liabilities

11

(119

)

(120

)

Net liabilities

(201

)

(47

)

Capital and reserves

Called up share capital

12

-

-

Capital contribution reserve

13

1,055

1,055

Profit and Loss account

13

(1,256

)

(1,102

)

Shareholders' funds

(201

)

(47

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors on 24 June 2020 and were signed on its behalf by:

J W Easton - Director

Called up

Profit and

Capital

share

Loss

contribution

Total

capital

account

reserve

equity

£'000

£'000

£'000

£'000

Balance at 1 October 2017

-

(1,090

)

-

(1,090

)

Changes in equity

Total comprehensive income

-

(12

)

-

(12

)

Capital contribution

-

-

1,055

1,055

Balance at 30 September 2018

-

(1,102

)

1,055

(47

)

Changes in equity

Total comprehensive income

-

(154

)

-

(154

)

Balance at 30 September 2019

-

(1,256

)

1,055

(201

)

1.	Statutory information

Care UK Community Diagnostics 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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have not been prepared on the going concern basis. The directors

took the decision not to tender for contracts in the Company, and there will be no more

on-going activities within the Company. The services will continue to be operated by a

related company, Care UK Clinical Services Limited.

Significant judgements and estimates

The preparation of the Financial Statements in conformity with FRS 102 require

management to make estimates and assumptions that affect the reported amounts of assets

and liabilities at the date of the Financial Statements. Management bases its estimates on

historical experience and various other assumptions that are believed to be reasonable

under the circumstances. Actual results may defer from the estimates. Estimates and

assumptions are reviewed periodically and the effects of revisions are reflected in the

Financial Statements in the year that an adjustment is determined to be required.

Management regularly discusses with the Group Audit Committee the development,

selection and disclosure of the company's critical accounting policies and estimates and the

application of these policies and estimates.

There are no significant accounting judgements in the year.

Turnover

Revenue represents the fair value of sales and services to third party customers in the

health and social care sector during the year. Revenue is recognised based on activities

completed.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance

for obsolete and slow moving items.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income

Statement, except to the extent that it relates to items recognised in other comprehensive

income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that

have been enacted or substantively enacted by the balance sheet date.

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

reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in

periods different from those in which they are recognised in financial statements. Deferred

tax is measured using tax rates and laws that have been enacted or substantively enacted

by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it

is probable that they will be recovered against the reversal of deferred tax liabilities or other

future taxable profits.

Deferred taxation

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

reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in

periods different from those in which they are recognised in financial statements. Deferred

tax is measured using tax rates and laws that have been enacted or substantively enacted

by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it

is probable that they will be recovered against the reversal of deferred tax liabilities or other

future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over

the period of the lease.

Pensions

The Company operates a defined contribution pension scheme. Contributions payable for

the year are charged to the profit and loss account.

3.	Employees and directors

The average number of persons employed by the company (including directors), during the

year were nil (2018 : nil) and staff costs were £nil (2018: £nil).

4.	Directors' emoluments

The Directors received £nil emoluments during the financial year ended 30 September 2019

for their services to the Company (2018: £nil).

The emoluments of A Prosser and J Easton for services to the Healthcare division are paid

by and disclosed within the accounts of Care UK Healthcare Holdings Ltd.

The emoluments of M Parish and P Whitecross for services to the Group are paid by Care

UK Ltd and disclosed within the accounts of Care UK Health and Social Care Investments

Ltd.

5.	Operating loss

The operating loss is stated after charging:

2019

2018

£'000

£'000

Other operating leases

50

-

Auditor's remuneration

1

1

6.

Taxation

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 September 2019 nor for the

year ended 30 September 2018.

Reconciliation of total tax charge 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:

2019

2018

£'000

£'000

Loss before tax

(154

)

(12

)

Loss multiplied by the standard rate of corporation tax in the UK of 19% (2018 - 19%)

(29

)

(2

)

Effects of:

Expenses not deductible for tax purposes

2

-

Group Relief not paid for

10

(3

)

Deferred tax not recognised

17

5

Total tax charge

-

-

7.

Stocks

As stated in the Directors` report, the entity accounts has not been prepared on a going

concern basis, following review of the fixed asset balance, moved into stock in a previous

year, accelerated deprecation has been charged, as the assets were deemed irrecoverable.

8.

Debtors: amounts falling due within one year

2019

2018

£'000

£'000

Trade debtors

-

2

Other debtors

8

8

8

10

9.

Creditors: amounts falling due within one year

2019

2018

£'000

£'000

Trade creditors

5

4

Amounts owed to group undertakings

85

36

Accruals

-

1

90

41

The amounts owed to group undertakings bear no interest, the loan is unsecured. The

amounts advanced are repayable in full by 30 September 2020. The Company may, at its

discretion, make repayments on account of the principal amounts outstanding.

10.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2019

2018

£'000

£'000

Within one year

40

55

Between one and five years

42

16

82

71

11.	Provisions for liabilities

Onerous Contracts

Total

£'000

£'000

Balance at 1 October 2018

(120

)

(120

)

Provisions made during the year

(50

)

(50

)

Provisions used during the year

51

51

Balance at 30 September 2019

(119

)

(119

)

The amount is in respect of an onerous lease and other ongoing costs arising from the

closure of a site.

12.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2018

value:

£

£

100

Ordinary

1

100

100

13.

Reserves

Profit and

Capital

Loss

contribution

account

reserve

Totals

£'000

£'000

£'000

At 1 October 2018

(1,102

)

1,055

(47

)

Deficit for the year

(154

)

-

(154

)

At 30 September 2019

(1,256

)

1,055

(201

)

14.	Post balance sheet events

On 25th October 2019, the Group sold its shares in Care UK Healthcare Holdings Limited to

a new company Care UK Healthcare Bidco Ltd, whose equity ownership sits outside the

Group but continues to be managed by Bridgepoint. On this date, as part of the ongoing

financing and capital arrangements of the Group, Care UK Healthcare Bidco Ltd has

entered into an agreement for a new revolving credit facility of £10m.

15.	Ultimate controlling party

The controlling party is Care UK Healthcare Holdings Limited.

The ultimate controlling party is Bridgepoint Europe IV (Nominees)Limited.

Bridgepoint Europe IV (Nominees) Limited holds 78.2% of the issued ordinary share capital

that carries voting rights of Care UK Health & Social Care Holdings Limited as nominee for

Bridgepoint Europe IV "A" LP, Bridgepoint Europe IV "B" LP, Bridgepoint Europe IV "C" LP,

Bridgepoint Europe IV "D" LP, Bridgepoint Europe IV "E" LP, Bridgepoint Europe IV "F" LP

and Bridgepoint Europe IV "G" LP (together the "BEIV Fund"). The BEIV Fund is managed

by Bridgepoint.

Copies of the Financial Statements of Care UK Health & Social Care Holdings Limited, the

largest group consolidated Financial Statements which include the results of this company,

are available from its registered office at:

Connaught House

850 The Crescent

Colchester Business Park

Colchester

Essex

CO4 9QB

From 25 October 2019, BEP IV (Nominees) Limited has held 99.86% of the issued ordinary

share capital of Care UK Health Care Topco Limited as nominee for the Bridgepoint Europe

Portfolio IV LP fund. Bridgepoint Advisers Limited acts as fund manager for and on behalf of

Bridgepoint Europe Portfolio IV LP fund.