Care UK (UKSH) Limited - Limited company accounts 18.2

Care UK (UKSH) Limited - Limited company accounts 18.2


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REGISTERED NUMBER: 05111488 (England and Wales)















Strategic Report, Directors' Report and

Audited Financial Statements for the Year Ended 30 September 2019

for

Care UK (UKSH) Limited

Care UK (UKSH) Limited (Registered number: 05111488)






Contents of the Financial Statements
for the Year Ended 30 September 2019




Page

Company Information 1

Strategic Report 2

Directors' Report 4

Statement of Directors' Responsibilities 5

Report of the Independent Auditors 6

Statement of Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Care UK (UKSH) Limited

Company Information
for the Year Ended 30 September 2019







Directors: J W Easton
D G Stickland



Registered office: Hawker House
5-6 Napier Court
Napier Road
Reading
Berkshire
RG1 8BW



Registered number: 05111488 (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

Care UK (UKSH) Limited (Registered number: 05111488)

Strategic Report
for the Year Ended 30 September 2019

The Directors present their Strategic report, Directors' report and financial statements for the year
ended 30 September 2019.

Review of business
The Company is an intermediary holding company. The Company's results, together with its
subsidiaries are included in the consolidated Financial Statements of Care UK Health & Social
Care Holdings Limited ("Care UK" or "group"). Due to its nature the Company does not trade and
therefore generates no revenue but does incur operating expenses and depreciation in the course
of providing administration and central support services to its subsidiaries, which it fully recharges
to its subsidiaries.

As a holding company, there are not considered to be any KPI measurements of note.

The core strategies of its subsidiaries continue to be:
- To retain and grow our existing contract base, so that Care UK continues to provide large
scale support to the NHS and to be highly regarded by patients and communities.
- To work with commissioners and other partners to transform the way secondary care is
provided, proactively managing health and wellness and avoiding unnecessary
hospitalisation.
- To continue to focus on the training and development of our employees, ensuring that they
are offered opportunities for career development and are rewarded for enhancing their skills
and expertise.

Principal risks and uncertainties
The Company's subsidiaries operate facilities regulated by the Care Quality Commission and must
comply with relevant standards and legislation.

Care UK faces potential risks associated with the exit by the UK from its membership of the
European Union, and the potential uncertainty around the transition period. The UK exiting the
European Union could materially change both the fiscal and legal framework in which Care UK
operates, and it could have a material impact on the UK's economy and its future economic
growth. In addition, prolonged uncertainty regarding aspects of the UK economy due to the
uncertainty around the exit could damage customers' and investors' confidence. These aspects
could have a material adverse effect on Care UK's business, results of operations, financial
condition and growth prospects.

The Company is exposed to general and industry specific wage inflation pressures, including
legislative changes concerning the minimum wage, national living wage and apprenticeship levy.

The Company is also exposed to commodity price increases. During the last financial year the
impact of Brexit on sterling has resulted in a number of price increases for the medical
consumables and pharmacy items utilised in the provision of our services. However, fortunately
the savings from the procurement programme more than offset these cost pressures.

The Company has no significant concentrations of credit risk. Customers are CCG's, NHS Trusts
and NHS England.

Care UK (UKSH) Limited (Registered number: 05111488)

Strategic Report
for the Year Ended 30 September 2019


The Company prepares regular forecasts of cash flow and liquidity and any requirement for
additional funding is managed as part of the overall Care UK financing arrangements. The
company has access to debt finance through its parent company.

The Company's principal financial assets are intercompany debtors. The amounts presented in
the balance sheet are net of allowances for doubtful debts. An allowance for impairment is made
where there is an identified loss event which, based on previous experience, is evidence of a
reduction in the recoverability of the cash flows.

Payment of suppliers
The Company does not follow a specific code or statement on payment practice. However, it is the
Company's policy to pay suppliers in accordance with the payment terms agreed at the outset of
the relationship providing the supplier adheres to its obligations. The only significant expenses
incurred by the company relate to interest charges from group companies.

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 as a holding
company,COVID-19 is not expected to create any additional risks for this specific company nor to
impact on the company's activities going forward, although it could have an impact on the value
and operations of its subsidiary undertakings.

Taking all available information into account, the Directors believe that it remains appropriate to
prepare the financial statement on a going concern basis. For further information, please see note
2 in the Accounting Policies section of these financial statements.

On behalf of the board:





J W Easton - Director


24 June 2020

Care UK (UKSH) Limited (Registered number: 05111488)

Directors' Report
for the Year Ended 30 September 2019

The Directors present their Strategic report, Directors' report and financial statements for the year
ended 30 September 2019.

Principal activity
The Company is a holding company.

Dividends
A dividend of £11,419,573 was distributed for the year ended 30 September 2019 (2018: £nil).

Future developments
During the year ended 30 September 2020 the Company is expected to upstream its investment
portfolio to its sole shareholder Care UK Clinical Services Limited.

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.

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

Political and charitable donations
The Company made £nil political or charitable donations during the year ended
30 September 2019 (2018: £nil).

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

Care UK (UKSH) Limited (Registered number: 05111488)

Statement of Directors' Responsibilities
for the Year Ended 30 September 2019

The Directors are responsible for preparing the Strategic report, 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 UK accounting
standards and applicable law (UK Generally Accepted Accounting Practice), including FRS 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 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;
-state whether applicable UK accounting standards have been followed, subject to any
material departures disclosed and explained in the financial statements;
-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.

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.

Report of the Independent Auditors to the Members of
Care UK (UKSH) Limited

Opinion
We have audited the financial statements of Care UK (UKSH) Limited ("the Company") for the year
ended 30 September 2019 which comprise, the Statement of Comprehensive Income account, the
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 profit for the year then ended;
-have been properly prepared in accordance with UK accounting standards, including 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. We believe that the audit evidence we have
obtained is a sufficient and appropriate basis for our opinion.

Going concern

The Directors have prepared the financial statements on the going concern basis as they do not
intend to liquidate the company or to cease its operations, and as they have concluded that the
company's financial position means that this is realistic. They have also concluded that there are
no material uncertainties that could have cast significant doubt over its ability to continue as a
going concern for at least a year from the date of approval of the financial statements ("the going
concern period").

We are required to report to you if we have concluded that the use of the going concern basis of
accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant
doubt over the use of that basis for a period of at least a year from the date of approval of the
financial statements. In our evaluation of the Directors' conclusions, we considered the inherent
risks to the Company's business model and analysed how those risks might affect the Company's
financial resources or ability to continue operations over the going concern period. We have
nothing to report in these respects.

However, as we cannot predict all future events or conditions and as subsequent events may result
in outcomes that are inconsistent with judgements that were reasonable at the time they were
made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee
that the company will continue in operation.













Report of the Independent Auditors to the Members of
Care UK (UKSH) Limited

Strategic report and Directors' report

The Directors are responsible for the Strategic report and the Directors' report. Our opinion on the
financial statements does not cover those reports and we do not express an audit opinion thereon.

Our responsibility is to read the Strategic report and 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 Strategic report and 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.

Responsibilities of Directors

As explained more fully in their statement set out on page 5, 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.

Our 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 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 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/auditorresponsibilities. This description
forms part of our Report of the Auditors.


Report of the Independent Auditors to the Members of
Care UK (UKSH) Limited

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

Care UK (UKSH) Limited (Registered number: 05111488)

Statement of Comprehensive Income
for the Year Ended 30 September 2019

2019 2018
Notes £'000 £'000

Turnover - -
Operating profit 4 - -

Dividends receivable 6,986 -
6,986 -
Impairment of investments 5 (100 ) -
Profit before taxation 6,886 -

Tax on profit 6 (7 ) (250 )
Profit/(loss) for the financial year 6,879 (250 )

Other comprehensive income - -
Total comprehensive income/(loss)
for the year

6,879

(250

)

Care UK (UKSH) Limited (Registered number: 05111488)

Balance Sheet
30 September 2019

2019 2018
Notes £'000 £'000
Fixed assets
Investments 8 - 100

Current assets
Debtors 9 - 4,441
Total assets less current liabilities - 4,541

Capital and reserves
Called up share capital 11 - 3
Share premium 12 - 99
Profit and Loss account 12 - 4,439
Shareholders' funds - 4,541

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


Care UK (UKSH) Limited (Registered number: 05111488)

Statement of Changes in Equity
for the Year Ended 30 September 2019

Called up Profit and
share Loss Share Total
capital account premium equity
£'000 £'000 £'000 £'000

Balance at 1 October 2017 3 4,689 99 4,791

Changes in equity
Total comprehensive loss - (250 ) - (250 )
Balance at 30 September 2018 3 4,439 99 4,541

Changes in equity
Reduction in share capital (3 ) 102 (99 ) -
Dividends - (11,420 ) - (11,420 )
Total comprehensive income - 6,879 - 6,879
Balance at 30 September 2019 - - - -

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements
for the Year Ended 30 September 2019

1. Statutory information

Care UK (UKSH) 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.

The financial statements have been prepared on a going concern basis which the Directors
believe to be appropriate for the following reasons:
a) The Company is a holding company and has no ongoing obligations.
b) As detailed in the Strategic Report, COVID-19 has not had any impact on the
Company's operations being a holding company, however it may impact on the performance
of its subsidiary undertakings going forward. Given the Company is not reliant on cash
flows from its subsidiary undertakings, this will not have any impact on the Company's ability
to continue as a going concern.

The Directors have prepared cash flow forecasts for a period of at least 12 months from the
date of approval of these financial statements which indicate that, taking account of severe
but plausible downsides, the Company will have sufficient funds to meet its liabilities as they
fall due for that period.

Within the severe but plausible downsides the Directors have considered the potential
impacts of COVID-19 on the trading performance of subsidiaries. However, the Company is
not reliant on dividends or receipt of receivables from their subsidiaries to meet its liabilities.
As such, the Directors have concluded that even with the severe but plausible downsides
from COVID-19, it remains appropriate to prepare the financial statements on a going
concern basis.

The accounting policies set out below have, unless otherwise stated, been applied
consistently to all periods presented in these financial statements.

Judgements made by the Directors, in the application of these accounting policies that have
significant effect on the financial statements and estimates with a significant risk of material
adjustment in the next year are discussed below.


Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

2. Accounting policies - continued

Preparation of consolidated financial statements
The company's ultimate parent undertaking, Care UK Health & Social Care Holdings Limited
includes the company in its consolidated financial statements. The consolidated financial
statements of Care UK Health & Social Care Holdings Limited are prepared in accordance
with International Financial Reporting Standards as adopted by the EU and are available to
the public and may be obtained from its registered office as per note 15.

In these financial statements the company is considered to be a qualifying entity (for the
purpose of this FRS) and has applied the exceptions available under FRS102 in respect of
the following disclosures:

- the requirements of Section 7 Statement of Cash Flows;
- the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);
- the requirement of Section 33 Related Party Disclosures paragraph 33.7.

The Company is exempt by virtue of Section 400 of the Companies Act 2006 from the
requirement to prepare consolidated financial statements. These financial statements
present information about the company as an individual undertaking and not about its
group.

Significant judgements and estimates
The preparation of the Financial Statements in conformity with FRS 102 requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities at the date of the Financial Statements and the reported amounts of revenue
and expenses during the year then ended. Management bases its estimates on historical
experience and various other assumptions that are believed to be reasonable under the
circumstances. Actual results may differ from those estimates.

Estimates are used in accounting for allowances for uncollectible receivables, depreciation,
amortisation and impairment, pensions, taxes, provisions, and contingencies. 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.

Significant accounting judgements in applying the Company's accounting policies have been
applied by the Company in order to prepare the financial statements with respect to the
value of investments and are described below.

Investments
The Company assesses the recoverable amount of investments where there are indications
that the assets could be impaired. Indicators of impairment include factors internal and
external to the organisation that suggest the asset's value may have declined. Where
indicators suggest that the value of the asset may have declined, the Company estimates
the recoverable amount of the cash generating unit (CGU) to which the investment belongs.
Recoverable amount is the higher of fair value less cost of disposal and value in use. The
value in use calculation requires an estimate of the future cash flows expected to arise from
the CGU and a suitable discount rate in order to calculate present value.

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

2. Accounting policies - continued

Investments in subsidiaries
Investments in subsidary undertakings are recognised at cost less any provision for
impairment.

Taxation
Taxation for the year comprises current and deferred tax. 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 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 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.

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

2. Accounting policies - continued

Impairment excluding stocks and deferred tax assets
Financial assets (including trade and other debtors)
A financial asset not carried at fair value through profit or loss is assessed at each reporting
date to determine whether there is objective evidence that it is impaired. A financial asset is
impaired if objective evidence indicates that a loss event has occurred after the initial
recognition of the asset, and that the loss event had a negative effect on the estimated
future cash flows of that asset that can be estimated reliably.

An impairment loss in respect of a financial asset measured at amortised cost is calculated
as the difference between its carrying amount and the present value of the estimated future
cash flows discounted at the asset's original effective interest rate. For financial instruments
measured at cost less impairment an impairment is calculated as the difference between its
carrying amount and the best estimate of the amount that the Company would receive for
the asset if it were to be sold at the reporting date. Interest on the impaired asset continues
to be recognised through the unwinding of the discount. Impairment losses are recognised in
profit or loss. When a subsequent event causes the amount of impairment loss to decrease,
the decrease in impairment loss is reversed through profit or loss.

Non-financial assets
The carrying amounts of the Company's non-financial assets, other than stocks and deferred
tax assets, are reviewed at each reporting date to determine whether there is any indication
of impairment. If any such indication exists, then the asset's recoverable amount is
estimated. The recoverable amount of an asset or cash-generating unit is the greater of its
value in use and its fair value less costs to sell. In assessing value in use, the estimated
future cash flows are discounted to their present value using a pre-tax discount rate that
reflects current market assessments of the time value of money and the risks specific to the
asset. For the purpose of impairment testing, assets that cannot be tested individually are
grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of
assets (the "cash-generating unit"). The goodwill acquired in a business combination, for the
purpose of impairment testing is allocated to cash-generating units, or ("CGU") that are
expected to benefit from the synergies of the combination. For the purpose of goodwill
impairment testing, if goodwill cannot be allocated to individual CGUs or groups of CGUs on
a non-arbitrary basis, the impairment of goodwill is determined using the recoverable amount
of the acquired entity in its entirety, or if it has been integrated then the entire entity into
which it has been integrated.

An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its
estimated recoverable amount. Impairment losses are recognised in profit or loss.
Impairment losses recognised in respect of CGUs are allocated first to reduce the carrying
amount of any goodwill allocated to the units, and then to reduce the carrying amounts of the
other assets in the unit (group of units) on a pro rata basis.

An impairment loss is reversed if and only if the reasons for the impairment have ceased to
apply.

Impairment losses recognised in prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An impairment loss is reversed
only to the extent that the asset's carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had
been recognised.

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

2. Accounting policies - continued

Financial guarantee
Where the Company enters into financial guarantee contracts to guarantee the indebtedness
of other companies within its group, the company treats the guarantee contract as a
contingent liability until such time as it becomes probable that the company will be required
to make a payment under the guarantee.

Classification of financial instruments issued by the Company
In accordance with FRS 102.22, financial instruments issued by the Company are treated as
equity only to the extent that they meet the following two conditions:

(a) they include no contractual obligations upon the company to deliver cash or other
financial assets or to exchange financial assets or financial liabilities with another party under
conditions that are potentially unfavourable to the company; and

(b) where the instrument will or may be settled in the company's own equity instruments, it is
either a non-derivative that includes no obligation to deliver a variable number of the
company's own equity instruments or is a derivative that will be settled by the company's
exchanging a fixed amount of cash or other financial assets for a fixed number of its own
equity instruments.

To the extent that this definition is not met, the proceeds of issue are classified as a financial
liability. Where the instrument so classified takes the legal form of the company's own
shares, the amounts presented in these financial statements for called up share capital and
share premium account exclude amounts in relation to those shares.

Basic financial instruments

Trade and other debtors / creditors
Trade and other debtors are recognised initially at transaction price less attributable
transaction costs. Trade and other creditors are recognised initially at transaction price plus
attributable transaction costs. Subsequent to initial recognition they are measured at
amortised cost using the effective interest method, less any impairment losses in the case of
trade debtors. If the arrangement constitutes a financing transaction, for example if payment
is deferred beyond normal business terms, then it is measured at the present value of future
payments discounted at a market rate of instrument for a similar debt instrument.

Interest-bearing borrowings classified as basic financial instruments
Interest-bearing borrowings are recognised initially at the present value of future payments
discounted at a market rate of interest. Subsequent to initial recognition, interest-bearing
borrowings are stated at amortised cost using the effective interest method, less any
impairment losses.

Investments in preference and ordinary shares
Investments in equity instruments are measured initially at fair value, which is normally the
transaction price. Transaction costs are excluded if the investments are subsequently
measured at fair value through profit and loss. Subsequent to initial recognition investments
that can be measured reliably are measured at fair value with changes recognised in profit or
loss. Other investments are measured at cost less impairment in profit or loss




Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

2. Accounting policies - continued

Investments in subsidiaries, jointly controlled entities and associates
These are separate financial statements of the company. Investments in subsidiaries, jointly
controlled entities and associates are carried at cost less impairment.

3. 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.

4. Operating profit

The operating profit is stated after charging:

2019 2018
£'000 £'000
Auditor's remuneration 1 1

The remuneration of the auditor in the current and prior financial years was borne by another
group company. The amount above is management's best estimate of the proportion
relating to this company.

5. Impairment of investments
2019 2018
£'000 £'000
Impairment of investments 100 -

6. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2019 2018
£'000 £'000
Deferred tax - current year 7 250
Tax on profit 7 250

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

6. Taxation - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK.
The difference is explained below:

2019 2018
£'000 £'000
Profit before tax 6,886 -
Profit multiplied by the standard rate of corporation tax in the
UK of 19% (2018 - 19%)

1,308

-

Effects of:
Expenses not deductible for tax purposes 19 -
Income not taxable for tax purposes (1,327 ) -
Group relief surrendered - 2


Deferred tax not recognised 7 248
Total tax charge 7 250

Factors that may affect future tax charges
Reduction in the UK corporation tax rate from 19% to 17% (effective 1 April 2020) was fully
enacted on 15 September 2016. This will reduce the company's future current tax charge
accordingly. The deferred tax asset at 30 September 2019 has been calculated based on
these rates fully enacted at the year-end date.

The March 2020 Budget announced that a rate of 19% would continue to apply with effect
from 1 April 2020, and this change was substantively enacted on 17 March 2020.

7. Dividends
2019 2018
£'000 £'000
A Ordinary shares share of 10p
Interim dividend paid 11,420 -

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

8. Fixed asset investments
Shares in
group
undertakings
£'000
Cost
At 1 October 2018
and 30 September 2019 100
Provisions

Impairment in year 100
At 30 September 2019 100
Net book value
At 30 September 2019 -
At 30 September 2018 100

The Company's investments at the Balance Sheet date in the share capital of companies
include the following:



Participating Interest
Class of
share capital
held
Effective
holding
percentage

Nature of
business
20192018
Care UK (AGW) Limited **Ordinary100%100%Medical services
Care UK (Shepton Mallet) LimitedOrdinary100%100%Medical services
Care UK (Peninsula) LimitedOrdinary100%100%Medical services

The companies in which the Company has a participating interest all have their registered
office at Hawker House, 5-6 Napier Court, Napier Road, Reading, Berkshire, RG1 8BW.

** On 1 October 2019 the subsidiary undertaking was dissolved at Companies House, as a
result the carrying value of the investment was impaired to £nil.

9. Debtors: amounts falling due within one year
2019 2018
£'000 £'000
Amounts owed by group undertakings - 4,434
Deferred tax asset - 7
- 4,441

The amounts owed by group undertakings bear no interest. The loan is unsecured. The
amounts advanced were repaid in full by 30 September 2019.

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

10. Deferred tax asset
£'000
Balance at 1 October 2018 (7 )
Charge to Statement of Comprehensive Income during year 7
Balance at 30 September 2019 -

11. Called up share capital

Allotted, issued and fully paid Nominal 2019 2018
Number: Class: value: £ £

1 (2018 - 16,280) A Ordinary shares £0.10 - 1,628
- (2018 - 7,583) B Ordinary shares £0.10 - 758
- (2018 - 1,788) C Ordinary shares £0.10 - 179
- (2018 - 863) E Ordinary shares £0.30 - 259
- 2,824

The share capital of the company has been reduced from £2,824 divided as shown above
(which have been issued and are fully paid up) to £0.10 divided into one ordinary A share
and that such reduction be effected by returning £0.10 to the holders of the A, B and C
shares and by returning £0.30 per share to the holders of the E shares,

12. Reserves
Profit and
Loss Share
account premium Totals
£'000 £'000 £'000

At 1 October 2018 4,439 99 4,538
Profit for the year 6,879 - 6,879
Dividends (11,420 ) - (11,420 )
Reduction in share capital 102 (99 ) 3
At 30 September 2019 - - -

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

13. Contingent liabilities

The Company has a number of cross guarantees between group companies relating to
debtor balances. In addition, the Company has provided parent company guarantees over
the lease obligations and delivery of certain healthcare services by certain subsidiary
companies. These guarantees cover the period of the contractual obligations. The Directors
consider that the likelihood of these guarantees being called upon is remote.

In addition the Company is a guarantor to the funding arrangements disclosed in the
Financial Statements of Care UK Health & Social Care Investments Limited - please refer to
those Financial Statements for full details; a brief summary of which is given below.

Facility B Term Loan

On 25th January 2019, the Group successfully completed the refinancing of its 2014 Loan
Notes and 2014 Senior Secured Notes Interest through a £250m utilisation under a new
Facility B Term Loan which was put in place on the same date. The margin payable on any
loan utilisation is in the range of 5.0% to 5.5% above LIBOR depending on the total net
leverage of the Group which is paid in arrears based on agreed utilisation period. At 30
September 2019, the £250m loan had been issued under a 3 month utilisation period. The
termination date of Facility B is 25th July 2024.

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.

Care UK (UKSH) Limited (Registered number: 05111488)

Notes to the Financial Statements - continued
for the Year Ended 30 September 2019

15. Ultimate controlling party

The controlling party is Care UK Clinical Services 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.