GPS Medsol Holdings Limited - Limited company accounts 20.1

REGISTERED NUMBER: 09860707 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31ST MAY 2020

FOR

GPS MEDSOL HOLDINGS LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

J P Brown

I Oxley

Mrs P E Jarvis

D S Simpkin

REGISTERED OFFICE:

Amlin House

90-96 Victoria Road

Chelmsford

Essex

CM11QU

REGISTERED NUMBER:

09860707 (England and Wales)

AUDITORS:

ESW Limited

Chartered Accountants

& Registered Auditors

162-164 High Street

Rayleigh

United Kingdom

Essex

SS6 7BS

BANKERS:

HSBC Bank PLC

Coventry DSC

Harry Weston Road

Binley

Coventry

CV3 2TQ

The directors present their strategic report of the company and the group for the year ended 31st May 2020.

REVIEW OF BUSINESS

With Covid-19 presenting various and unforeseen challenges in Q4 of year end 2019/2020 we are very pleased to report a successful and strong financial year end for 2019/2020. The group was able to increase turnover by approximately £1.8 million, decrease overheads by approximately £300k and drive the overall operating profit up by approximately £388k.

Cost control was a big factor for 2019/2020, we took some time to review suppliers, streamline back office process and update our internal CRM system to increase efficiency and decrease costs.

We also put into place a new management structure ready for the business to grow to the next level. This has received positive feedback from internal staff and results are already visible.

KEY PERFORMANCE INDICATORS

Sales £18.2m (2019 - £16.4m) - up 11%

Gross profit £3.8m (2019 - £4.9m) - down 22%

Gross margin 20.9% (2019 - 29.8%) - down 8.9%

Operating profit £1,134,000 (2019 - £746,000) - up 52%

INVESTMENT

As discussed above, investment for 2019/2020 was mainly in updating and streamlining our CRM software to bring it in line with the needs of the business. The main aim for this should be a decrease in back-office costs and increase in productivity.

In 2019/2020 we also invested in increasing our number of sales staff with a mix of senior and junior who will be supported by management to increase overall gross profit over the next few years. This is also the plan for 2020/2021 where we are looking at gaps within client areas that we need to focus on to increase overall brand recognition and market share.

CUSTOMERS AND PIPELINE

Although we finished the year end with many clients and projects paused, the contracts were there, and we knew they were to return.

We took this time to map the market and new clients we knew would be struggling with a patient backlog after Covid restrictions eased to ensure that we would have a larger client base than we did prior to Covid-19. This has already been a success in 2020/2021 and we have increased our client base over the group.

We also were awarded the 2 new NHS frameworks that went live in 2020/2021 giving us access to more clients than we ever have had.

ON BEHALF OF THE BOARD:

I Oxley - Director

25th May 2021

The directors present their report with the financial statements of the company and the group for the year ended 31st May 2020.

PRINCIPAL ACTIVITY

The principal activity of the group in the year under review was that of recruitment and placement of staff in the private and public medical sector.

DIVIDENDS

During the period total interim dividends of £516 per share were paid. The directors recommend that no final dividend be paid.

DIRECTORS

The directors shown below have held office during the whole of the period from 1st June 2019 to the date of this report.

J P Brown

I Oxley

Other changes in directors holding office are as follows:

Mrs P E Jarvis and D S Simpkin were appointed as directors after 31st May 2020 but prior to the date of this report.

FINANCIAL INSTRUMENTS

Financial risk management

The group's operations expose it to a variety of financial risks that include the effect of changes in liquidity risk and

interest rate risk. The group has in place a risk management programme that seeks to limit the adverse effects on the financial performance of the group by monitoring levels of debt finance and the related finance costs.

Given the size of the group, the directors have not delegated the responsibility of monitoring financial risk management to a sub-committee of the board. The policies set by the board of directors are implemented by the group's finance department.

Liquidity risk

The group actively maintains a mixture of long-term and short-term debt finance that is designed to ensure the group has sufficient available funds for operations and planned extensions.

Interest rate cash flow risk

The group only has interest bearing liabilities.

Credit risk

The group has implemented policies that require appropriate credit checks on potential customers in the private sector before sales are made. The amount of exposure to individual customers is subject to a limit, which is reassessed regularly by the board.

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). 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.

AUDITORS

The auditors, ESW Limited, will be proposed for appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

I Oxley - Director

25th May 2021

Opinion

We have audited the financial statements of GPS Medsol Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31st May 2020 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 May 2020 and of the group's profit 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 three and four, 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 Cracknell FCA (Senior Statutory Auditor)

for and on behalf of ESW Limited

Chartered Accountants

& Registered Auditors

162-164 High Street

Rayleigh

United Kingdom

Essex

SS6 7BS

25th May 2021

TURNOVER

3

18,177,854

16,390,464

Cost of sales

(14,374,889

)

(12,676,480

)

GROSS PROFIT

3,802,965

3,713,984

Administrative expenses

(2,668,684

)

(2,968,230

)

OPERATING PROFIT

6

1,134,281

745,754

Interest payable and similar expenses

7

-

(10,000

)

PROFIT BEFORE TAXATION

1,134,281

735,754

Tax on profit

8

(215,143

)

(139,560

)

PROFIT FOR THE FINANCIAL YEAR

919,138

596,194

Profit attributable to:

Owners of the parent

919,138

596,194

PROFIT FOR THE YEAR

919,138

596,194

OTHER COMPREHENSIVE INCOME

-

(41,500

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

-

(41,500

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

554,694

Note

Prior year adjustment

11

(678,000

)

TOTAL COMPREHENSIVE INCOME SINCE LAST ANNUAL REPORT

241,138

Total comprehensive income attributable to:

Owners of the parent

241,138

554,694

FIXED ASSETS

Intangible assets

12

3,995

3,995

Tangible assets

13

44,845

44,080

Investments

14

-

-

48,840

48,075

CURRENT ASSETS

Stocks

15

107,722

8,312

Debtors

16

1,963,937

2,734,199

Cash at bank

390,028

13,487

2,461,687

2,755,998

CREDITORS

Amounts falling due within one year

17

(2,171,629

)

(2,600,816

)

NET CURRENT ASSETS

290,058

155,182

TOTAL ASSETS LESS CURRENT LIABILITIES

338,898

203,257

CREDITORS

Amounts falling due after more than one year

18

(250,000

)

-

PROVISIONS FOR LIABILITIES

21

(6,758

)

(8,255

)

NET ASSETS

82,140

195,002

CAPITAL AND RESERVES

Called up share capital

22

2,000

2,000

Capital redemption reserve

23

533,425

533,425

Retained earnings

23

(453,285

)

(340,423

)

82,140

195,002

The financial statements were approved by the Board of Directors and authorised for issue on 25th May 2021 and were signed on its behalf by:

I Oxley - Director

J P Brown - Director

FIXED ASSETS

Intangible assets

12

-

-

Tangible assets

13

-

-

Investments

14

320,066

320,066

320,066

320,066

CURRENT ASSETS

Debtors

16

2,000

2,000

Cash at bank

252,438

3,635

254,438

5,635

CREDITORS

Amounts falling due within one year

17

(5,938

)

(321,289

)

NET CURRENT ASSETS/(LIABILITIES)

248,500

(315,654

)

TOTAL ASSETS LESS CURRENT LIABILITIES

568,566

4,412

CREDITORS

Amounts falling due after more than one year

18

(250,000

)

-

NET ASSETS

318,566

4,412

CAPITAL AND RESERVES

Called up share capital

22

2,000

2,000

Retained earnings

316,566

2,412

318,566

4,412

Company's profit for the financial year

1,346,154

389,583

The financial statements were approved by the Board of Directors and authorised for issue on 25th May 2021 and were signed on its behalf by:

I Oxley - Director

J P Brown - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1st June 2018

2,000

(548,617

)

533,425

(13,192

)

Changes in equity

Dividends

-

(346,500

)

-

(346,500

)

Total comprehensive income

-

1,232,694

-

1,232,694

Balance at 31st May 2019

2,000

337,577

533,425

873,002

Prior year adjustment

-

(678,000

)

-

(678,000

)

As restated

2,000

(340,423

)

533,425

195,002

Changes in equity

Dividends

-

(1,032,000

)

-

(1,032,000

)

Total comprehensive income

-

919,138

-

919,138

Balance at 31st May 2020

2,000

(453,285

)

533,425

82,140

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st June 2018

2,000

829

2,829

Changes in equity

Dividends

-

(346,500

)

(346,500

)

Total comprehensive income

-

348,083

348,083

Balance at 31st May 2019

2,000

2,412

4,412

Changes in equity

Dividends

-

(1,032,000

)

(1,032,000

)

Total comprehensive income

-

1,346,154

1,346,154

Balance at 31st May 2020

2,000

316,566

318,566

Cash flows from operating activities

Cash generated from operations

1

1,386,331

260,771

Interest paid

-

(10,000

)

Tax paid

(216,640

)

(140,616

)

Net cash from operating activities

1,169,691

110,155

Cash flows from investing activities

Purchase of tangible fixed assets

(23,300

)

(1,877

)

Sale of tangible fixed assets

12,150

-

Net cash from investing activities

(11,150

)

(1,877

)

Cash flows from financing activities

New loans in year

250,000

-

Share buyback

-

(41,500

)

Equity dividends paid

(1,032,000

)

(346,500

)

Net cash from financing activities

(782,000

)

(388,000

)

Increase/(decrease) in cash and cash equivalents

376,541

(279,722

)

Cash and cash equivalents at beginning of year

2

13,487

293,209

Cash and cash equivalents at end of year

2

390,028

13,487

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

2020

2019

as restated

£

£

Profit before taxation

1,134,281

735,754

Depreciation charges

9,270

7,598

Loss on disposal of fixed assets

1,115

-

Finance costs

-

10,000

1,144,666

753,352

(Increase)/decrease in stocks

(99,410

)

317,814

Decrease/(increase) in trade and other debtors

770,262

(604,071

)

Decrease in trade and other creditors

(429,187

)

(206,324

)

Cash generated from operations

1,386,331

260,771

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31st May 2020

31.5.20

1.6.19

£

£

Cash and cash equivalents

390,028

13,487

Year ended 31st May 2019

31.5.19

1.6.18

as restated

£

£

Cash and cash equivalents

13,487

293,209

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.6.19

Cash flow

At 31.5.20

£

£

£

Net cash

Cash at bank

13,487

376,541

390,028

13,487

376,541

390,028

Debt

Debts falling due after 1 year

-

(250,000

)

(250,000

)

-

(250,000

)

(250,000

)

Total

13,487

126,541

140,028

1.	STATUTORY INFORMATION

GPS Medsol 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 General 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.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

- Section 4 'Statement of Financial Position' - Reconciliation of the opening and closing number of shares;

- Section 7 'Statement of Cash Flows' - Presentation of a statement of cash flow and related notes and disclosures;

- Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;

- Section 33 'Related Party Disclosures' - Compensation for key management personnel.

Basis of consolidation

The consolidated financial statements present the results of GPS Medsol Holdings Limited and its subsidiaries ("the group") as if they formed a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business, and is shown net of VAT and trade discounts.

Turnover from the rendering of services is recognised in the period in which the service has been completed.

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.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

25% on reducing balance and 15% on reducing balance

Fixtures and fittings

-

25% on reducing balance and 15% on reducing balance

Computer equipment

-

33% on reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit and loss.

Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the group estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Government grants

Grants are accounted for under the accruals model as permitted by FRS 102. Grants of a revenue nature are

recognised within profit or loss.

The group was also a beneficiary of a Government-backed loan under the Coronavirus Business Interruption

Loan Scheme, which is recognised within bank loans and overdrafts as per note 18 in the accounts.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Stocks

Work in progress is measured at the lower of cost and net realisable value, being the selling price less costs of completing the contract.