Ballard Investment Company Limited - Period Ending 2022-03-31

Ballard Investment Company Limited

Contents

Company Information	1
Strategic Report	2
Directors' Report	3
Statement of Directors' Responsibilities	4
Independent Auditor's Report	5 to 7
Profit and Loss Account	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 to 15

Ballard Investment Company Limited

Company Information

Directors

K A Bushnell N Delaney

Registered office

42 Dingwall Road Croydon CR0 2NE

Auditors

Hazlewoods LLP Windsor House Bayshill Road Cheltenham GL50 3AT

Ballard Investment Company Limited

Strategic Report for the Year Ended 31 March 2022

The directors present their strategic report for the year ended 31 March 2022.

Principal activity

The principal activity of the company is that of an investment company.

Fair review of the business

The results for the year, which are set out in the profit and loss account show an operating loss before exceptional items of £49,657 (2021 - £185,675). At 31 March 2022, the company had net assets of £444,316 (2021 - £851,546). The directors consider the performance for the year and the financial position at the year end to be satisfactory.

Given the straightforward nature of the business, the company's directors are of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company's subsidiary are considered to relate to the uptake of rehabilitation case management within the insurance, legal and corporate sectors, competition activity and the attraction and retention of employees. There are no specific risks and uncertainties relating to the company.

Approved by the Board on 30 November 2022 and signed on its behalf by:

N Delaney
Director

Ballard Investment Company Limited

Directors' Report for the Year Ended 31 March 2022

The directors present their report and the financial statements for the year ended 31 March 2022.

Directors of the company

The directors who held office during the year were as follows:

K A Bushnell

N Delaney (appointed 12 November 2021)

M D Henchey (ceased 12 November 2021)

A B Wigmore (ceased 12 November 2021)

Financial instruments

Objectives and policies

The board constantly monitors the company's trading results and revise projections as appropriate to ensure that the company can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The company incurrs management costs in relation to it's subsidiaries and is financed by intercompany loans. Risks relating to price, credit, liquidity and cash flow are therefore considered to be minimal.

In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', the directors of all companies are now required to provide disclosures regarding the adoption of the going concern basis of accounting.

The company has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the company to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Future developments

The directors continue to explore opportunities to grow the group either organically or through acquisition

Disclosure of information to the auditors

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period, following the resignation of Jeffreys Henry LLP, and have expressed their willingness to continue in office.

Approved by the Board on 30 November 2022 and signed on its behalf by:

N Delaney
Director

Ballard Investment Company Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, 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 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 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 apply them consistently;
•	make judgements and accounting 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; and
•	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 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 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.

Ballard Investment Company Limited

Independent Auditor's Report to the Members of Ballard Investment Company Limited

Opinion

We have audited the financial statements of Ballard Investment Company Limited (the 'company') for the year ended 31 March 2022, which comprise the Profit and Loss Account, Balance Sheet, 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 March 2022 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 Auditor’s 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

In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.

Ballard Investment Company Limited

Independent Auditor's Report to the Members of Ballard Investment Company Limited

Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

•	the Strategic Report and Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Directors' Report.

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 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 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, and for such internal control as the directors determine is 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor’s 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 an auditor’s report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Ballard Investment Company Limited

Independent Auditor's Report to the Members of Ballard Investment Company Limited

Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements in the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISA's (UK).

In identifying and assessing risks of material mis-statement in respect of fraud, including irregularities and non-compliance with laws and regulations, our procedures included the following:

• We obtained an understanding of the legal and regulatory frameworks applicable to the company financial statements or that had a fundamental effect on the company's operations. We determined that the most significant laws and regulations included UK GAAP, UK Companies Act 2006 and taxation laws.
• We understood how the company is complying with those legal and regulatory frameworks by making inquiries of management, those responsible for legal and compliance procedures.
• We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud might occur.

Audit procedures performed by the engagement team included:

• Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process. Detailed analysis of journals posted through the accounting system during the year to 31 March 2022 has been undertaken;
• Understanding the controls in place to prevent and detect fraud. Reliance was not placed on controls for the entirety of the audit, instead taking a substantive testing approach, however controls were in place to prevent fraud, and they appeared to be working effectively;
• Challenging assumptions and judgements made by management in its significant accounting estimates.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

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 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.

James Morter (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

30 November 2022

Ballard Investment Company Limited

Profit and Loss Account for the Year Ended 31 March 2022

	Note	2022  £	2021  £
Turnover		-	-
Administrative expenses		(49,657)	(185,675)
Operating loss before exceptional items		(49,657)	(185,675)
Exceptional items	3	(309,399)	-
Operating loss after exceptional items		(359,056)	(185,675)
Other interest receivable and similar income	4	67,668	2,511,094
Interest payable and similar charges	5	(115,842)	(50,581)
(Loss)/profit before tax		(407,230)	2,274,838
Taxation		-	-
(Loss)/profit for the financial year		(407,230)	2,274,838

The above results were derived from continuing operations.

The company has no other comprehensive income for the year.

Ballard Investment Company Limited

(Registration number: 06630791)
Balance Sheet as at 31 March 2022

	Note	2022  £	2021  £
Fixed assets
Investments	9	1,852,335	1,852,335
Current assets
Debtors: Amounts falling due within one year	10	-	35,502
Debtors: Amounts falling due after more than one year	10	2,097,722	-
		2,097,722	35,502
Creditors: Amounts falling due within one year	11	(3,001)	(128,747)
Net current assets/(liabilities)		2,094,721	(93,245)
Total assets less current liabilities		3,947,056	1,759,090
Creditors: Amounts falling due after more than one year	11	(3,502,740)	(907,544)
Net assets		444,316	851,546
Capital and reserves
Called up share capital	14	1,753,335	1,753,335
Other reserves		367,428	367,428
Profit and loss account		(1,676,447)	(1,269,217)
Total equity		444,316	851,546

Approved and authorised by the Board on 30 November 2022 and signed on its behalf by:
 

N Delaney
Director

Ballard Investment Company Limited

Statement of Changes in Equity for the Year Ended 31 March 2022

	Share capital £	Equity reserve £	Profit and loss account £	Total £
At 1 April 2021	1,753,335	367,428	(1,269,217)	851,546
Loss for the year	-	-	(407,230)	(407,230)
At 31 March 2022	1,753,335	367,428	(1,676,447)	444,316

	Share capital £	Equity reserve £	Profit and loss account £	Total £
At 1 April 2020	1,753,335	367,428	(3,544,055)	(1,423,292)
Profit for the year	-	-	2,274,838	2,274,838
At 31 March 2021	1,753,335	367,428	(1,269,217)	851,546

Ballard Investment Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2022

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
42 Dingwall Road
Croydon
CR0 2NE

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Summary of disclosure exemptions

The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the ultimate parent company.

Name of parent of group

These financial statements are consolidated in the financial statements of Hamburg Topco Limited.

The financial statements of Hamburg Topco Limited may be obtained from Companies House.

Group accounts not prepared

The financial statements present information about the company as an individual undertaking and not about its group. The company has not prepared group accounts as it is exempt from the requirements to do so by section 400 of the Companies Act 2006 as it is a subsidiary undertaking of Hamburg Topco Limited, a company incorporated in England and Wales, and is included in the consolidated accounts of that company.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

Ballard Investment Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2022

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the company has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

 Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Ballard Investment Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2022

3

Exceptional items

	2022  £	2021  £
Exceptional expenses	309,399	-

Exceptional items relate to expenses in relation to the sale of the company.

4

Other interest receivable and similar income

	2022 £	2021 £
Interest income on investments	-	11,094
Interest receivable from group undertakings	67,668	-
Dividend income	-	2,500,000
	67,668	2,511,094

5

Interest payable and similar expenses

	2022 £	2021 £
Interest payable to group undertakings	112,992	-
Interest expense on other finance liabilities	2,850	50,581
	115,842	50,581

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

	2022  £	2021  £
Wages and salaries	217,791	19,165
Social security costs	28,208	1,411
Pension costs, defined contribution scheme	964	828
	246,963	21,404

The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:

	2022  No.	2021  No.
Directors	2	2

7

Directors' remuneration

The directors' remuneration for the year was as follows:

	2022 £	2021 £
Remuneration	142,088	19,165
Contributions paid to money purchase schemes	964	828
	143,052	19,993

Ballard Investment Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2022

8

Auditors' remuneration

	2022 £	2021 £
Audit of the financial statements	2,510	7,000

9

Investments

	2022 £	2021 £
Investments in subsidiaries	1,852,335	1,852,335

Subsidiaries	£
Cost and carrying amount
At 1 April 2021 and at 31 March 2022	1,852,335

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2022	2021
Subsidiary undertakings
Excell Medical Reporting Limited	England and Wales	Ordinary	100%	100%
Health & Case Management Limited	England and Wales	Ordinary	100%	100%

Health & Case Management Limited is held directly.

Subsidiary undertakings

Excell Medical Reporting Limited The principal activity of Excell Medical Reporting Limited is a dormant company.

Health & Case Management Limited The principal activity of Health & Case Management Limited is the provision of medical and vocational assessments, rehabilitation care management and treatment services.

10

Debtors

	2022  £	2021  £
Amounts owed by group undertakings	2,097,722	35,502
Less non-current portion	(2,097,722)	-
	-	35,502

Details of non-current trade and other debtors

£2,097,722 (2021 - £Nil) of amounts owed by group undertakings is classified as non-current.

Ballard Investment Company Limited

Notes to the Financial Statements for the Year Ended 31 March 2022

11

Creditors

	Note	2022  £	2021  £
Due within one year
Accrued expenses		3,001	128,747
Due after one year
Loans and borrowings	12	-	907,544
Amounts owed to group undertakings		3,502,740	-
		3,502,740	907,544

12

Loans and borrowings

	2022 £	2021 £
Non-current loans and borrowings
Other borrowings	-	907,544

Other loans in the prior year was a director's loan to Maurice Henchey, a former director. This loan was unsecured and carried interest at 6% per annum.

13

Pension and other schemes

Defined contribution pension scheme

The company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the company to the scheme and amounted to £964 (2021 - £828).

14

Share capital

Allotted, called up and fully paid shares

	2022		2021
	No.	£	No.	£
Ordinary shares of £1 each	1,335	1,335	1,335	1,335
Preference shares of £1 each	1,752,000	1,752,000	1,752,000	1,752,000
	1,753,335	1,753,335	1,753,335	1,753,335

15

Related party transactions

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 7 to the financial statements.

16

Parent and ultimate parent undertaking

The company's immediate parent undertaking is Hamburg Bidco Limited, incorporated in England and Wales.

 The company's ultimate parent undertaking is Hamburg Topco Limited, incorporated in England and Wales.

 The ultimate controlling party is Apposite Healthcare III GP LLP, a limited liability partnership registered in England and Wales which is considered to have no single controlling party.