ACCOUNTS - Final Accounts preparation

An analysis of turnover by class of business is as follows:

HEALTHSHARE LIMITED - Company Information

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Registered number: 06896144

HEALTHSHARE LIMITED

ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

HEALTHSHARE LIMITED

COMPANY INFORMATION

Directors	N J McGrath
	N R Cook
	A M Watson
	K P Doyle
	J C Nel (resigned 30 June 2020)
	G L Tsangarides (resigned 30 October 2020)
	D Jackson (appointed 2 March 2021)
	M P Simcox (appointed 30 October 2020)


Registered number	06896144


Registered office	Suite 9
	20 Churchill Square
	Kings Hill
	West Malling
	Kent
	ME19 4YU


Independent auditor	MHA MacIntyre Hudson
	Maidstone
	United Kingdom

HEALTHSHARE LIMITED

CONTENTS

	Page
Group strategic report	1 - 3
Directors' report	4 - 5
Independent auditor's report	6 - 9
Consolidated statement of comprehensive income	10
Consolidated balance sheet	11 - 12
Company balance sheet	13 - 14
Consolidated statement of changes in equity	15
Company statement of changes in equity	16
Consolidated Statement of cash flows	17 - 18
Analysis of net debt	19
Notes to the financial statements	20 - 46

HEALTHSHARE LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MARCH 2021

Introduction

The directors present their Strategic Report of the Company and Group for the year ended 31 March 2021.
The principal activity of the Company is the provision of medical services.
Company Overview
Healthshare Group is a leading Independent Integrated Community and Diagnostic Service Provider delivering physiotherapy, MSK (musculoskeletal), chronic pain, orthopaedics, rheumatology, podiatry and women’s health across its Community Services division, with endoscopy, MRI, CT, ultrasound, x-ray, DEXA, interventional radiology and day-case surgical procedures across its Diagnostics and HM Prisons Healthcare Division.
The company serves over 500,000 NHS patients per annum across 40 partner agencies including Clinical Commissioning Groups (CCG), Primary Care Networks (PCN) and Secondary Care NHS Trust partners while supporting Her Majesty’s Prisons Service in delivering onsite community care and diagnostics services to 27 prisons nationwide.
With the acquisition of Global Diagnostics in 2018 Healthshare has successfully vertically integrated and expanded its NHS provision allowing it to move care closer to home while successfully delivering better patient outcomes and whole systems savings to its commissioners.
Following the acquisition of Global Diagnostics and subsequent onboarding of The Business Growth Fund (BGF) in 2019 as a shareholder, the company has successfully delivered on its strategy to establish a national network of Community Integrated Diagnostic, Endoscopy and Ambulatory Surgical Centre’s with the establishment of 2 centres in 2019/20 based in Norwich and Orpington with subsequent site role outs planned for 21/22. The success of these sites validates the company strategy to vertically integrate community services away from the acute hospital setting while demonstrating whole systems savings for the NHS across Community Clinical Services and Diagnostics.
In line with the developing integration of Independent and NHS provision of care, accelerated during the COVID-19 pandemic, and to ensure sustainability, innovation and financial performance the organisation will continue to build on its successful mixed model of NHS and private provision.
The organisation is unique in that it has proven its ability to deliver service transformation in a whole systems context with external validation of its success, while investing in infrastructure projects such as Community Diagnostic Hubs to sustain service delivery, transformation and sustainability and will continue to do so in 21/22 with new sites and services identified.
As with all healthcare providers Healthshare recognised the need to harness a data driven approach to its services while acknowledging the need to ensure external validation of its innovative models of care and has partnered with the University of East Anglia (UEA) Medical School and department of Nutrition and Preventive Medicine to further develop, assess and peer review its models of care linked to its Virtual Digital MSK Management Platform, while supporting the university in its research into Healthy Ageing as a co-researcher. Nationally the company has been recognized by UK Research and Innovation (UKRI) with the award of grants for its digital management platform while being identified by UKRI as a candidate to scale both nationally and internationally and has been accepted onto the government funded UKRI Scale Up Program.

Page 1

HEALTHSHARE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2021

Fair review of the business

The results for the period which are set out in the profit and loss account show an operating profit before exceptional items and amortisation of £4,774,147 (2020: £1,711,313). This increase in operating profit occurred firstly due to the improved performance from Healthshare’s Diagnostic division following the integration of the Global Diagnostics acquisition in 2019/20, and secondly due to efficiencies made in Healthshare’s Clinical Division during 2020 mainly arising from the adoption of a number of new digital health pathways.
The balance sheet remained strong during 2020-21 despite the disruption to trading which arose at various times during the pandemic. Net Assets at £10,772,884 were £3.7m above prior year (2019: £7,103,091), with £5,289,144 of tangible fixed asset additions in the year, mainly in respect of the new diagnostic centres in Brentford (Riverside) opened in June 2020. The Directors consider the result for the year and the financial position of the group at the year-end to be satisfactory.
As part of corporate monthly reporting the Directors use Key Performance Indicators (KPIs) to assist in the understanding of the development, performance and position of the business of the group. The KPIs used by the company to measure its own performance include contract and site revenues and profitability, Earnings before Interest, tax, depreciation and amortisation (EBITDA) operating cash flow conversion, number of patient visits/ tests, equipment capacity and utilisation, patient outcomes, new contracts won and quality ratings including Care Quality Commission ratings.

Principal risks and uncertainties

The business, in common with every other business, is subject to several risks and uncertainties which are monitored by the company’s board of directors and sub-committees. The key business risks and uncertainties affecting the group are considered to relate to uncertainty on the commissioning environment linked to the disestablishment of CCG’s, formation of new Integrated Care Systems, quality compliance in a highly challenging marketplace, staff resourcing and from disruption to normal trading caused by possible further future waves of the COVID-19 pandemic if these occur.

Financial key performance indicators

Normalised pro forma revenues and EBITDA of the Group:
2021 2020
Turnover £26.0M £22.0M
EBITDA £6.1M £2.0M
EBITDA % 23.1% 9.1%

Page 2

HEALTHSHARE LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2021

Future developments

The company is well positioned to sustain its current growth trajectory linked to service demands and capacity needs as outlined in the NHS Long-term plan. We are aware that our vertical integration strategy aligns with the findings of the recent Sir Mike Richards report on both National Screening Programmes and Diagnostics Capacity which highlight the need for the UK to develop a significant number of additional Community Diagnostic Hubs away from the traditional hospital setting to ensure that overall imaging and scoping additionality is added to the currently under-resourced NHS system. The company is also confident that the breadth of its offering across a wider range of Community Services is well positioned to offer whole system solutions to the newly emerging NHS commissioning structures.

This report was approved by the board and signed on its behalf.

N J McGrath

Director

Date: 13 October 2021

Page 3

HEALTHSHARE LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MARCH 2021

The directors present their report and the financial statements for the year ended 31 March 2021.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 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 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 for the Group's financial statements and then 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;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to 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.

Results and dividends

The profit for the year, after taxation, amounted to £3,938,956 (2020 - £171,382).

A dividend of £400,000 (2020: £400,000) has been approved and paid for the year end 31 March 2021.

Directors

The directors who served during the year were:

N J McGrath

N R Cook

A M Watson

K P Doyle

J C Nel (resigned 30 June 2020)

G L Tsangarides (resigned 30 October 2020)

D Jackson (appointed 2 March 2021)

M P Simcox (appointed 30 October 2020)

Matters covered in the strategic report

Information on future developments of the group can be found in strategic report.

Page 4

HEALTHSHARE LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2021

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

COVID-19

The directors have considered the impact of the COVID-19 pandemic on the Group, further details of which can be found in the accounting policy 2.3.
Based on their assessments and having regard to the resources available to the Group, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the accounts.

Auditor

The auditor, MHA MacIntyre Hudson, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

N J McGrath

Director

Date: 13 October 2021

Page 5

HEALTHSHARE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHSHARE LIMITED

Opinion

We have audited the financial statements of Healthshare Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2021, which comprise the Group Statement of comprehensive income, the Group and Company Balance sheets, the Group Statement of cash flows, the Group and Company Statement of changes in equity and the related notes, 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's affairs as at 31 March 2021 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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 directors' 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are 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.

Page 6

HEALTHSHARE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHSHARE LIMITED (CONTINUED)

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.

Opinion 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Group strategic report and the 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 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 Directors' report.

We have nothing to report in respect of the following matters in relation to which 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.

Page 7

HEALTHSHARE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHSHARE LIMITED (CONTINUED)

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, 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 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.

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 Group 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:

∙Enquiry of entity staff to identify any instances of non-compliance with laws and regulations;

∙Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and revieing accounting estimates for bias;

∙Reviewing minutes of meetings of those charged with governance; and

∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditor's report.

Page 8

HEALTHSHARE LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHSHARE LIMITED (CONTINUED)

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.

Duncan Cochrane-Dyet BSc BFP FCA (Senior statutory auditor)

for and on behalf of

MHA MacIntyre Hudson

Statutory Auditors

Maidstone

United Kingdom

13 October 2021

Page 9

HEALTHSHARE LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MARCH 2021

		As restated
	2021	2020
Note	£	£


Turnover	4	26,064,147	21,997,104
Cost of sales		(13,760,333)	(14,408,850)
Gross profit		12,303,814	7,588,254
Administrative expenses		(7,813,970)	(5,929,798)
Other operating income	5	933,488	52,857
Operating profit before amortisation of goodwill and non-recurring costs		5,423,332	1,711,313
Non-recurring costs	13	(226,716)	(856,781)
Amortisation of intangible fixed assets		(324,309)	(324,309)
Total operating profit		4,872,307	530,223
Income from participating interests		151,208	143,607
Interest receivable and similar income	9	43,947	50,087
Interest payable and similar expenses	10	(922,082)	(719,246)
Profit before taxation		4,145,380	4,671
Tax on profit	11	(206,424)	(45,215)
Profit/(loss) for the financial year		3,938,956	(40,544)

Profit/(loss) for the year attributable to:
Owners of the parent Company	3,938,956	(40,544)
	3,938,956	(40,544)

Total comprehensive income for the year attributable to:
Owners of the parent Company	3,938,956	(40,544)
	3,938,956	(40,544)

There were no recognised gains and losses for 2021 or 2020 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2021 (2020:£NIL).

The notes on pages 20 to 46 form part of these financial statements.

Page 10

HEALTHSHARE LIMITED

REGISTERED NUMBER: 06896144

CONSOLIDATED BALANCE SHEET

AS AT 31 MARCH 2021

		As restated
	2021	2020
Note	£	£

Fixed assets
Intangible assets	14		2,513,399		2,837,708
Tangible assets	15		11,853,434		7,212,396
Investments	16		379,522		262,866
			14,746,355		10,312,970
Current assets
Stocks	17	114,901		39,480
Debtors: amounts falling due after more than one year	18	882,000		840,000
Debtors: amounts falling due within one year	18	6,177,598		5,350,770
Cash at bank and in hand	19	4,179,556		4,004,553
		11,354,055		10,234,803
Creditors: amounts falling due within one year	20	(5,913,310)		(5,340,421)
Net current assets			5,440,745		4,894,382
Total assets less current liabilities			20,187,100		15,207,352
Creditors: amounts falling due after more than one year	21		(9,214,295)		(7,861,737)
Provisions for liabilities
Deferred taxation	25	-		(111,686)
Other provisions		(199,921)		-
			(199,921)		(111,686)
Net assets			10,772,884		7,233,929

Capital and reserves
Called up share capital	27	113	114
Capital redemption reserve	28	1	-
Profit and loss account	28	10,772,770	7,233,815
		10,772,884	7,233,929

Page 11

HEALTHSHARE LIMITED

REGISTERED NUMBER: 06896144

CONSOLIDATED BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2021

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N J McGrath

Director

Date: 13 October 2021

The notes on pages 20 to 46 form part of these financial statements.

Page 12

HEALTHSHARE LIMITED

REGISTERED NUMBER: 06896144

COMPANY BALANCE SHEET

AS AT 31 MARCH 2021

		As restated
	2021	2020
Note	£	£

Fixed assets
Tangible assets	15		1,230,315		1,292,363
Investments	16		1,115,006		1,115,006
			2,345,321		2,407,369
Current assets
Stocks	17	66,213		39,480
Debtors: amounts falling due within one year	18	16,668,730		12,876,530
Cash at bank and in hand	19	2,597,210		3,118,327
		19,332,153		16,034,337
Creditors: amounts falling due within one year	20	(2,839,897)		(2,881,883)
Net current assets			16,492,256		13,152,454
Total assets less current liabilities			18,837,577		15,559,823

Creditors: amounts falling due after more than one year	21		(6,713,073)		(6,725,998)
Provisions for liabilities
Deferred taxation	25	(38,258)		(49,565)
			(38,258)		(49,565)
Net assets			12,086,246		8,784,260

Capital and reserves
Called up share capital	27		113		114
Capital redemption reserve	28		1		-
Profit and loss account brought forward		8,784,146		7,873,516
Profit for the year		3,701,987		1,310,630
Other changes in the profit and loss account		(400,001)		(400,000)
Profit and loss account carried forward			12,086,132		8,784,146
			12,086,246		8,784,260

Page 13

HEALTHSHARE LIMITED

REGISTERED NUMBER: 06896144

COMPANY BALANCE SHEET (CONTINUED)

AS AT 31 MARCH 2021

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

N J McGrath

Director

Date: 13 October 2021

The notes on pages 20 to 46 form part of these financial statements.

Page 14

HEALTHSHARE LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2021

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2019	100	-	7,674,359	7,674,459
Comprehensive income for the year
Loss for the year	-	-	(40,544)	(40,544)
Total comprehensive income for the year	-	-	(40,544)	(40,544)
Dividends: Equity capital	-	-	(400,000)	(400,000)
Shares issued during the year	14	-	-	14

At 1 April 2020	114	-	7,233,815	7,233,929
Comprehensive income for the year
Profit for the year	-	-	3,938,956	3,938,956
Total comprehensive income for the year	-	-	3,938,956	3,938,956
Dividends: Equity capital	-	-	(400,000)	(400,000)
Consideration paid on purchase of own shares	-	1	(1)	-
Shares redeemed during the year	(1)	-	-	(1)
At 31 March 2021	113	1	10,772,770	10,772,884

The notes on pages 20 to 46 form part of these financial statements.

Page 15

HEALTHSHARE LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MARCH 2021

	Called up share capital	Capital redemption reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 April 2019	100	-	7,873,516	7,873,616
Comprehensive income for the year
Profit for the year	-	-	1,310,630	1,310,630
Total comprehensive income for the year	-	-	1,310,630	1,310,630
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(400,000)	(400,000)
Shares issued during the year	14	-	-	14

At 1 April 2020	114	-	8,784,146	8,784,260
Comprehensive income for the year
Profit for the year	-	-	3,701,987	3,701,987
Total comprehensive income for the year	-	-	3,701,987	3,701,987
Contributions by and distributions to owners
Dividends: Equity capital	-	-	(400,000)	(400,000)
Purchase of own shares	-	1	(1)	-
Shares redeemed during the year	(1)	-	-	(1)
At 31 March 2021	113	1	12,086,132	12,086,246

The notes on pages 20 to 46 form part of these financial statements.

Page 16

HEALTHSHARE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MARCH 2021

				As restated
			2021	2020
			£	£

Cash flows from operating activities
Profit for the financial year	3,938,956	(40,544)
Adjustments for:
Amortisation of intangible assets	324,309	324,309
Depreciation of tangible assets	637,579	188,406
Loss on disposal of tangible assets	(3,509)	-
Interest paid	922,082	719,246
Interest received	(195,155)	(193,694)
Taxation charge	206,424	45,215
(Increase)/decrease in stocks	(75,421)	-
(Increase) in debtors	(708,035)	(63,908)
(Increase) in amounts owed by associates	(132,260)	(845,614)
Increase in creditors	31,802	858,602
Increase in provisions	199,921	-
Corporation tax (paid)	(192,574)	(439,294)
Net cash generated from operating activities	4,954,119	552,724

Cash flows from investing activities
Purchase of tangible fixed assets	(5,289,144)	(5,657,539)
Sale of tangible fixed assets	14,036	-
Purchase of share in associates	-	(80,000)
Interest received	1,947	10,087
HP interest paid	(65,613)	(9,599)
Associates interest received	42,000	40,000
Income from investments in related companies	34,552	143,607
Net cash from investing activities	(5,262,222)	(5,553,444)

Page 17

HEALTHSHARE LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)

FOR THE YEAR ENDED 31 MARCH 2021

			As restated
		2021	2020
		£	£


Cash flows from financing activities
Issue of ordinary shares	-	14
Purchase of ordinary shares	(1)	-
Repayment of loans	(418,884)	(764,053)
Other new loans	569,269	4,443,828
Repayment of/new finance leases	1,589,191	1,241,981
Dividends paid	(400,000)	(400,000)
Interest paid	(856,469)	(709,647)
Net cash used in financing activities	483,106	3,812,123
Net increase/(decrease) in cash and cash equivalents	175,003	(1,188,597)
Cash and cash equivalents at beginning of year	4,004,553	5,193,150
Cash and cash equivalents at the end of year	4,179,556	4,004,553

Cash and cash equivalents at the end of year comprise:
Cash at bank and in hand	4,179,556	4,004,553
	4,179,556	4,004,553

The notes on pages 20 to 46 form part of these financial statements.

Page 18

HEALTHSHARE LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MARCH 2021


At 1 April 2020	Cash flows	New finance leases	At 31 March 2021
£	£	£	£

Cash at bank and in hand	4,004,553	175,003	-	4,179,556
Debt due after 1 year	(6,725,998)	12,925	-	(6,713,073)
Debt due within 1 year	(782,937)	(147,591)	-	(930,528)
Finance leases	(1,397,132)	-	(1,589,191)	(2,986,323)
	(4,901,514)	40,337	(1,589,191)	(6,450,368)

The notes on pages 20 to 46 form part of these financial statements.

Page 19

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

1.	General information

Healthshare Limited is a private company limited by shares incorporated in England and Wales in the United Kingdom. The address of the registered office is Suite 9, 20 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU.
The financial statements are presented in sterling wich is the functional currency of the company and rounded to the nearest £1.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102.

2.3

Going concern

The financial statements have been prepared on a going concern basis. The directors have considered relevant information, including the annual budget, forecast future cashflows and the impact of subsequent events in making their assessment. The COVID-19 pandemic and the ensuing economic shutdown has not had a significant impact on the Gorup's operations. In response to the COVID-19 pandemic, the directors have performed a robust analysis of forecast future cash flows taking into account the potential impact on the business of possible future scenarios arising from the impact of COVID-19. This analysis also considers the effectiveness of available measures to assist in mitigating the impact of COVID-19.

Page 20

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:

∙the amount of revenue can be measured reliably;

∙it is probable that the Group will receive the consideration due under the contract;

∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and

∙the costs incurred and the costs to complete the contract can be measured reliably.

2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.6

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Consolidated statement of comprehensive income in the same period as the related expenditure.

2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 21

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.10

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred, net of the costs of arrangement.

2.11

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 22

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

2.13

Non-recurring costs

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.14

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated statement of comprehensive income over its useful economic life of ten years.

2.15

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method and reducing balance basis.

Depreciation is provided on the following basis:

Freehold property	-	1% on cost of freehold excluding land
Long-term leasehold property	-	over the term of the lease
Motor vehicles	-	20% on reducing balance method
Fixtures and fittings	-	25% on reducing balance method
Office equipment	-	25% on reducing balance method
Computer equipment	-	25% on reducing balance method
Medical equipment	-	10% - 25% reducing balance and 3 - 12 years straight line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 23

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

2.17

Associates and joint ventures

An entity is treated as a joint venture where the Group is a party to a contractual agreement with one or more parties from outside the Group to undertake an economic activity that is subject to joint control.

An entity is treated as an associated undertaking where the Group exercises significant influence in that it has the power to participate in the operating and financial policy decisions.
In the consolidated accounts, interests in associated undertakings are accounted for using the equity method of accounting. Under this method an equity investment is initially recognised at the transaction price (including transaction costs) and is subsequently adjusted to reflect the investors share of the profit or loss, other comprehensive income and equity of the associate. The Consolidated statement of comprehensive income includes the Group's share of the operating results, interest, pre-tax results and attributable taxation of such undertakings applying accounting policies consistent with those of the Group. In the Consolidated balance sheet, the interests in associated undertakings are shown as the Group's share of the identifiable net assets, including any unamortised premium paid on acquisition.
Any premium on acquisition is dealt with in accordance with the goodwill policy.

2.18

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first outbasis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

2.19

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.20

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 24

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

2.Accounting policies (continued)

2.21

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.22

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

2.23

Financial instruments

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:

∙at fair value with changes recognised in the Consolidated statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;

∙at cost less impairment for all other investments.

2.24

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 25

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Group's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions in respect of the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revisiion effects that period alone, or in the period of the revision and future periods if the revision effects both current and future periods.

Contract sales	23,851,951	19,801,873
Self-funders sales	359,152	152,102
NHS sales	1,623,594	1,748,228
Insurance sales	229,450	294,901
	26,064,147	21,997,104

All turnover arose within the United Kingdom.

5.	Other operating income
		2021	2020
		£	£

Net rents receivable	53,593	52,857
Government grants receivable	879,895	-
	933,488	52,857

Page 26

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

6.	Auditor's remuneration
		2021	2020
		£	£

Fees payable to the Group's auditor and its associates for the audit of the Group's annual financial statements

33,288

22,745

Fees payable to the Group's auditor and its associates in respect of:
All other assurance services	21,648	16,850
	21,648	16,850

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2021	2020	2021	2020
£	£	£	£


Wages and salaries	11,454,922	11,921,153	7,769,723	8,434,294
Social security costs	992,088	902,736	766,856	727,308
Pension costs	376,965	413,353	355,575	375,884
	12,823,975	13,237,242	8,892,154	9,537,486

The average monthly number of employees, including the directors, during the year was as follows:

	2021	2020
	No.	No.

Directors	4	6
Clinicians and Physiotherapists	215	255
Administrative	188	146

	407	407

Page 27

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

8.	Directors' remuneration
		2021	2020
		£	£

Directors' emoluments	508,161	348,275
	508,161	348,275

The highest paid director received remuneration of £177,625 (2020 - £134,614).

Interest on loans to associates	42,000	40,000
Other interest receivable	1,947	10,087
	43,947	50,087

10.	Interest payable and similar expenses
		2021	2020
		£	£

Bank interest payable	758,309	595,827
Finance monitoring fees	98,160	96,274
Finance leases and hire purchase contracts	65,613	9,599
Other interest payable	-	17,546
	922,082	719,246

Page 28

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Corporation tax
Current tax on profits for the year	312,125	-
Adjustments in respect of previous periods	34,319	(27,346)
	346,444	(27,346)

Total current tax	346,444	(27,346)

Deferred tax
Origination and reversal of timing differences	(140,020)	72,561
Total deferred tax	(140,020)	72,561


	Taxation on profit on ordinary activities	206,424	45,215

Page 29

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

11.Taxation (continued)

Profit on ordinary activities before tax

4,145,380

4,671

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 - 19%)	787,622	887
Effects of:
Non-tax deductible amortisation of goodwill and impairment	61,619	61,619
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	32,535	29,908
Capital allowances for year in excess of depreciation	(193,472)	(191,937)
Utilisation of tax losses	(345,150)	-
Adjustments to tax charge in respect of prior periods	34,319	(27,346)
Short term timing difference leading to an increase (decrease) in taxation	(140,020)	72,561
Non-taxable income	(28,729)	(38,893)
Changes in provisions leading to an increase (decrease) in the tax charge	(2,300)	1,695
Unrelieved tax losses carried forward	-	127,418
Other differences leading to an increase (decrease) in the tax charge	-	9,303
Total tax charge for the year	206,424	45,215

Factors that may affect future tax charges

Legislation has been introduced in the Finance Bill 2021 to increase the Corporation Tax main rate to 25% for the financial year begining 1 April 2023.

12.	Dividends
		2021	2020
		£	£

	Dividends paid	400,000	400,000
		400,000	400,000

Page 30

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

13.	Non-recurring costs
		2021	2020
		£	£

Costs relating to changes in staff	226,716	64,000
Costs incurred on startup	-	550,781
Bad debt on Service Contract	-	242,000
	226,716	856,781

Costs relating to changes in staff
During the current and prior year, costs have been incurred due to both redundancies and replacement of senior staff.
Costs incurred on startup
During the prior year, clinics held within the Group suffered costs to bring them up to the same operational standard as the wider Group. These costs were therefore split out from the normal operating financial results of the Group.
Bad debt on Service Contract
During the prior year, bonus income from a 2017/18 health service contract was no longer deemed receivable. Due to the nature of these contracts this is a rare occurance, leading to the classification of the bad debt as an exceptional item.

Page 31

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

14.	Intangible assets
	Group and Company

		Goodwill
		£
	Cost
	At 1 April 2020	3,243,094
	At 31 March 2021	3,243,094
	Amortisation
	At 1 April 2020	405,386
	Charge for the year on owned assets	324,309
	At 31 March 2021	729,695
	Net book value
	At 31 March 2021	2,513,399
	At 31 March 2020	2,837,708

Page 32

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

15.	Tangible fixed assets
	Group

	Freehold property	Long-term leasehold property	Motor vehicles	Fixtures and fittings	Office equipment
	£	£	£	£	£
Cost or valuation
At 1 April 2020	3,361,080	1,544,163	8,490	1,050,472	446,312
Additions	199,328	2,199,126	-	109,946	201,041
Disposals	-	-	-	-	(14,036)
At 31 March 2021	3,560,408	3,743,289	8,490	1,160,418	633,317
Depreciation
At 1 April 2020	-	45,929	-	698,343	195,207
Charge for the year	-	172,670	2,122	71,907	79,481
Disposals	-	-	-	-	(3,509)
At 31 March 2021	-	218,599	2,122	770,250	271,179
Net book value
At 31 March 2021	3,560,408	3,524,690	6,368	390,168	362,138
At 31 March 2020	3,361,080	1,498,234	8,490	352,129	251,105

Page 33

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

15.Tangible fixed assets (continued)

	Computer equipment	Medical equipment	Total
	£	£	£
Cost or valuation
At 1 April 2020	349,842	2,059,231	8,819,590
Additions	-	2,579,703	5,289,144
Disposals	-	-	(14,036)
At 31 March 2021	349,842	4,638,934	14,094,698
Depreciation
At 1 April 2020	343,862	323,853	1,607,194
Charge for the year	2,167	309,232	637,579
Disposals	-	-	(3,509)
At 31 March 2021	346,029	633,085	2,241,264
Net book value
At 31 March 2021	3,813	4,005,849	11,853,434
At 31 March 2020	5,980	1,735,378	7,212,396

Page 34

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

15.Tangible fixed assets (continued)

The net book value of land and buildings may be further analysed as follows:
	2021	2020
	£	£

Freehold	3,560,408	3,361,080
Long leasehold	3,524,690	1,502,348
	7,085,098	4,863,428

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
	2021	2020
	£	£


Computer equipment	1,027	3,490
Medical equipment	3,567,889	1,546,735
	3,568,916	1,550,225

Page 35

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

15.Tangible fixed assets (continued)

	Company

	Freehold property	Fixtures and fittings	Office equipment	Total
	£	£	£	£
Cost or valuation
At 1 April 2020	1,000,000	303,284	367,671	1,670,955
Additions	-	9,532	15,719	25,251
Disposals	-	-	(14,036)	(14,036)
At 31 March 2021	1,000,000	312,816	369,354	1,682,170
Depreciation
At 1 April 2020	-	183,385	195,207	378,592
Charge for the year	-	32,358	44,414	76,772
Disposals	-	-	(3,509)	(3,509)
At 31 March 2021	-	215,743	236,112	451,855
Net book value
At 31 March 2021	1,000,000	97,073	133,242	1,230,315
At 31 March 2020	1,000,000	119,899	172,464	1,292,363

The net book value of land and buildings may be further analysed as follows:
	2021	2020
	£	£

Freehold	1,000,000	1,000,000
	1,000,000	1,000,000

Page 36

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

16.	Fixed asset investments
	Group

		Investments in associates
		£
	Cost or valuation
	At 1 April 2020	262,866
	Share of profit/(loss)	116,656
	At 31 March 2021	379,522

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 April 2020	1,115,006
	At 31 March 2021	1,115,006

Direct subsidiary undertakings
The following were direct subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Healthshare Diagnostics Limited	The Old Pumphouse, Colney House Walton Road, Norwich, Norfolk, NR4 7TY	Ordinary shares	100%
	NNS Leasing Limited	Suite 9 20 Churchill Square, Kings Hill, West Malling, Kent, ME19 4YU	Ordinary shares	100%

Page 37

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

Indirect subsidiary undertakings
The following were indirect subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	The Global Clinic Norwich Limited	The Old Pumphouse, Colney House Walton Road, Norwich, Norfolk, NR4 7TY	Ordinary shares	100%
	The Global Clinic Northampton Limited	The Old Pumphouse, Colney House Walton Road, Norwich, Norfolk, NR4 7TY	Ordinary shares	100%

17.	Stocks
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Raw materials and consumables	114,901	39,480	66,213	39,480
	114,901	39,480	66,213	39,480

The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 38

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

18.	Debtors
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Due after more than one year
Loans to associated undertakings	882,000	840,000	-	-
	882,000	840,000	-	-

Group	Group	Company	Company
2021	2020	2021	2020
£	£	£	£

Due within one year
Trade debtors	3,230,222	1,346,270	682,136	552,190
Amounts owed by group undertakings	-	-	13,772,240	9,374,756
Amounts owed by associated undertakings	136,176	45,717	-	-
Other debtors	1,615,003	1,706,355	1,368,625	1,163,207
Prepayments and accrued income	790,821	1,898,828	483,982	1,432,777
Tax recoverable	353,600	353,600	353,600	353,600
Deferred taxation	28,334	-	-	-
Grants receivable	23,442	-	8,147	-
	6,177,598	5,350,770	16,668,730	12,876,530

19.	Cash and cash equivalents
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Cash at bank and in hand	4,179,556	4,004,553	2,597,210	3,118,327
	4,179,556	4,004,553	2,597,210	3,118,327

Page 39

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

20.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Bank loans	930,263	766,953	930,263	766,953
Trade creditors	1,724,256	2,419,815	745,565	869,012
Amounts owed to associated undertakings	199	-	-	-
Corporation tax	257,944	104,074	257,944	104,074
Other taxation and social security	425,150	264,206	212,088	173,211
Obligations under finance lease and hire purchase contracts	485,101	261,393	-	-
Other creditors	69,078	88,744	61,748	72,760
Accruals and deferred income	2,021,319	1,435,236	632,289	895,873
	5,913,310	5,340,421	2,839,897	2,881,883

Page 40

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

21.	Creditors: Amounts falling due after more than one year
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Bank loans	1,699,976	2,282,170	1,699,976	2,282,170
Other loans	5,013,097	4,443,828	5,013,097	4,443,828
Net obligations under finance leases and hire purchase contracts	2,501,222	1,135,739	-	-
	9,214,295	7,861,737	6,713,073	6,725,998

Other loans includes transaction costs of £925,079, which are amortised over the life of the loan.

The following liabilities were secured:
	Group	Group
	2021	2020
	£	£


Bank loans	2,630,239	3,049,123
	2,630,239	3,049,123

Details of security provided:

The bank loan is secured by charges on freehold property, fixed and floating charges over the other assets and undertaking of the Group underpinned by intercompany gurantees across the Group.
Obligations under finance lease and hire purchase contracts are secured against the assets to which the contracts relate.

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
	Group	Group
	2021	2020
	£	£


Repayable by instalments	566,821	341,549
	566,821	341,549

Page 41

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

22.	Loans

		Group	Group As restated	Company	Company As restated
		2021	2020	2021	2020
		£	£	£	£

Amounts falling due within one year
Bank loans	930,263	766,953	930,263	766,953
Amounts falling due 1-2 years
Bank loans	930,263	766,953	930,263	766,953
Amounts falling due 2-5 years
Bank loans	769,713	1,515,217	769,713	1,515,217
Other loans	5,013,097	4,443,828	5,013,097	4,443,828
	5,782,810	5,959,045	5,782,810	5,959,045

	7,643,336	7,492,951	7,643,336	7,492,951

23.	Hire purchase and finance leases
	Minimum lease payments under hire purchase fall due as follows:
		Group	Group
		2021	2020
		£	£

Within one year	564,875	274,846
Between 1-5 years	2,255,926	933,002
Over 5 years	681,477	401,351
	3,502,278	1,609,199

Page 42

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

24.	Financial instruments
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

	Financial assets
	Financial assets measured at amortised cost	10,042,957	7,942,895	4,647,971	4,833,724

	Financial liabilities
	Other financial liabilities measured at fair value through profit or loss	(12,422,993)	(11,398,642)	(8,450,649)	(8,434,723)

	Financial assets measured at amortised cost comprise of trade debtors, amounts owed from associates, other debtors and cash.
	Other financial liabilities measured at amortised cost comprise of bank and other loans, trade creditors, other creditors and obligations under finance lease.

25.	Deferred taxation
	Group

		2021
		£

	At beginning of year	(111,686)
	Charged to profit or loss	140,020
	At end of year	28,334

Page 43

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

25.Deferred taxation (continued)

Company

		2021
		£

	At beginning of year	(49,565)
	Charged to profit or loss	11,307
	At end of year	(38,258)

Group	Group	Company	Company
2021	2020	2021	2020
£	£	£	£

Accelerated capital allowances	(469,243)	(251,158)	(43,760)	(55,549)
Tax losses carried forward	492,075	133,488	-	-
Pension surplus	5,502	5,984	5,502	5,984
	28,334	(111,686)	(38,258)	(49,565)

26.	Provisions
	Group

		Provision for overpayments
		£

	Charged to profit or loss	199,921
	At 31 March 2021	199,921

Page 44

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

27.	Share capital
		2021	2020
		£	£

Allotted, called up and fully paid

25,370 (2020 - 25,370) Ordinary A Shares shares of £0.001 each	25	25
7,388 (2020 - 8,524) Ordinary B shares shares of £0.001 each	8	9
80,312 (2020 - 80,312) Ordinary shares shares of £0.001 each	80	80

	113	114

During the year, the company purchased 1,136 Ordinary B Shares from a former director. Consideration paid was equal to the nominal value of the shares.

28.

Reserves

Capital redemption reserve

Shares repurchased by the company are moved to the capital redemption reserve at their nominal value.

Profit and loss account

The profit and loss account represents accumulated profits and loss, net of dividends and other adjustments.

29.	Prior year adjustment

Loan arrangement costs totalling £925,079 have been recategorised from intangible assets to be included against the loan balance to which they relate.
£800,000 which was capitalised as part of an investment in an Associate has now been determined to be a loan granted to the associate and has been reclassified to amounts owed by joint ventures and associated undertakings, interest of £40,000 has been rolled up into the loan balance.

30.	Capital commitments
	At 31 March 2021 the Group and Company had capital commitments as follows:
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

	Contracted for but not provided in these financial statements	503,445	3,031,766	44,000	-
		503,445	3,031,766	44,000	-

Page 45

HEALTHSHARE LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2021

31.	Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £376,965 (2020 - £413,355).
Contributions totalling £55,335 (2020 - £76,922) were payable to the fund at the balance sheet date and are included in creditors.

32.	Commitments under operating leases
	At 31 March 2021 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group
		2021	2020
		£	£

	Later than 1 year and not later than 5 years	1,194,153	1,194,153
		1,194,153	1,194,153

33.	Related party transactions
		At 1 April 2020	At 31 March 2021
		£	£


N McGrath	707,451	707,451
N Cook	394,500	394,500
	1,101,951	1,101,951

The loan amounts detailed above are shown in other debtors.

34.	Controlling party

There are no controlling parties by means of their shareholdings in the Company.

Page 46