The One Health Group - Contracts Limited - Limited company accounts 20.1

REGISTERED NUMBER: 05081675 (England and Wales)

Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2021

for

The One Health Group - Contracts Limited

Page

Company Information

1

Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

5

Statement of Income and Retained Earnings

9

Statement of Financial Position

10

Statement of Cash Flows

11

Notes to the Statement of Cash Flows

12

Notes to the Financial Statements

13

DIRECTORS:

D R Bickerstaff

A R Binns

SECRETARY:

A R Binns

REGISTERED OFFICE:

131 Psalter Lane

Sheffield

S11 8UX

REGISTERED NUMBER:

05081675 (England and Wales)

AUDITORS:

Haines Watts

Chartered Accountants

Registered Auditor

Milton House

Gatehouse Road

Aylesbury

Buckinghamshire

HP19 8EA

One Health Group's strategic goal is to deliver innovative, safe, high quality, integrated clinical services to NHS patients across multiple geographies, optimising outcomes so they can quickly continue healthy lives.

Our focus is on delivering as much of the patient care pathway as practicable within local communities close to the patient's home, minimising disruption, inconvenience, travel, and unnecessary distress. This approach is supported by innovative digital strategies including video consultations and on-line post-operative physiotherapy available at home at a time to suit the patient.

The growth of the business to date has been underpinned by the development of close working relationships with multiple stakeholders, facilitating strong collaboration with NHS organisations and independent hospitals across the region, an approach at the heart of One Health's values. We intend to continue to build on this approach; increasing capacity and capability, delivering a highly effective, productive, and efficient service to meet the needs of our NHS colleagues and patients.

The Board envisages that One Health's growth will continue to be achieved by:

" Investing in our people, nurturing and developing the best talent and expertise within the One Health team.

" Continuing to deliver very high levels of patient safety and satisfaction through excellent clinical governance.

" Developing a deeper and wider collaboration with our NHS colleagues, ensuring needs are identified and met.

" Investing in growth, innovation and further diversification of our services provided, meeting the current and future needs of the NHS.

" Ensuring a proactive, agile, and flexible approach and response to opportunities identified.

" Widening our NHS patient support footprint into new geographies utilising our AQP status.

" Investing in new digital solutions and processes to support and promote more efficient patient clinical pathways.

" Developing closer integration with the NHS, offering a wide range of services as a core part of the solution to the challenges faced as we emerge from the Pandemic.

" Continuing to offer seamless pathways of care, across a range of surgical specialities, as well as other new services, provided close to patients' homes and communities.

" The ongoing development of mutually beneficial long-term arrangements with NHS trusts, commissioners, and independent hospital group partners, to ensure One Health Group has available theatre capacity to meet growing demands.

" Attracting new, high quality medical consultants and anaesthetists to provide services to One Health Group

" Being open to appropriate and culturally aligned acquisition or merger opportunities, which might arise, and which demonstrate tangible benefits to the future of One Health Group and its shareholders.

The Key Performance Indicators are patient satisfaction, turnover, gross profit, and net profit. Patient satisfaction has averaged 96.1%, which is above the threshold set by the directors. Due to the effects of COVID-19 in the 2020/21 financial year, turnover went down from £18,970,901 to £7,463,109. Gross profit reduced from £3,325,360 to £1,433,229. Net profit went from £712,785 to a net loss of £151,278. Because these changes were as a result of the pandemic, the directors are satisfied with these results.

PRINCIPAL RISKS AND UNCERTAINTIES

One Health Group has an excellent and proactive system for the identification, management and mitigation of risks and uncertainties that could have a materially adverse effect on the patient, our strategy, performance, results, financial condition, and reputation. These risks are reviewed continually by the Senior Management Team and presented for discussion routinely at our Board Meetings. It is accepted that not all risks are within our control and that our policy for identifying all potential risks will not always be successful. The Corona Virus (Covid 19) affecting the UK from March 2020 is a clear example, having a material impact on the business through the national suspension of elective care.

One Health Group reacted quickly and effectively to mitigate the impact of the virus, reducing costs across the business and utilising government support through the furlough scheme. Despite the financial impact from March to December 2020 affecting most of the UK economy, One Health Group has recovered strongly since January 2021 and expects to be back to previous levels of activity by half year 2021.

In addition to the extensive measures taken by One Health Group, and the support from local commissioners, NHS England issued clear guidance that all providers must be protected from business failure as a result of COVID 19 which resulted in significant funding being made available to One Health in the form of payments on account. These payments, received between April and July 2020, were unused and returned in full in September 2020.

As with the vast majority of sectors across the UK, the virus had a significant financial impact on the business within 2020/21. However due to the significant increase in patient waiting lists caused by the suspension of elective care, the NHS now needs extensive support from independent providers, including One Health group, for the foreseeable future. One Health has been successful in contracting directly with a number of trusts to reduce their waiting lists, in addition to seeing a resurgence of new patients choosing One Health for their elective care through the 'Choose and Book' system allowing patients to choose their provider.

The specific risks identified are:

" Adapting to a post COVID world - changes in processes and procedures in the clinical environment developed to protect patients over the last year will impact the efficiency of service delivery. We expect this to be a short-term issue whilst hospitals and consultants adapt to the 'new norm'. The nature of One Health Group's model means we are well placed to support the future needs of the NHS as we start to tackle the patient waiting list post Covid-19.

" Changes to the NHS commissioning structure - One Health Group derives activity and income from multiple contracts with NHS commissioning bodies (CCGs) across South and West Yorkshire, Derbyshire, the East Midlands, Nottinghamshire and Lincolnshire. These contracts are underwritten by the annual budgets that each CCG has to outsource healthcare. We continue to source new activity and geographies to ensure ongoing organic growth and mitigate against contract shrinkage. The Commissioning structure is migrating to Integrated Care Systems (ICSs) over 21/22 with activity secured and commissioned through the 'National Framework'. One Health has resecured all previous activity under this arrangement.

" Litigation risk - With all clinical activity there is the remote risk that an unsuccessful procedure could lead to a clinical negligence claim. The company ensures that adequate insurance, provided by NHS Resolution and independent providers, is in place to cover such eventualities.

" External cost inflation - Future changes in the living wage, the cost of borrowing and clinical negligence insurance premiums will impact the cost base but will be offset by volume or increases in efficiency or both.

ON BEHALF OF THE BOARD:

A R Binns - Secretary

1 November 2021

The directors present their report with the financial statements of the company for the year ended 31 March 2021.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the provision of medical services.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2021.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2020 to the date of this report.

D R Bickerstaff

A R Binns

FINANCIAL INSTRUMENTS

The directors have considered the exposure of the entity to price risk, credit risk, liquidity risk and cash flow risk, and feel that none of these pose a material risk to the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

ON BEHALF OF THE BOARD:

A R Binns - Secretary

1 November 2021

Opinion

We have audited the financial statements of The One Health Group - Contracts Limited (the 'company') for the year ended 31 March 2021 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position, Statement of Cash Flows and Notes to the Statement of Cash Flows, 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 2021 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 Auditors' 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 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 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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

-	adequate accounting records have not been kept, 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 four, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

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:

The objectives of our audit are to identify and assess the risks of material misstatement of the financial statements due to fraud and error; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud or error; and to respond appropriately to those risks. 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 ISAs (UK),

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud 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 and the sector in which it operates. We determined that the following laws and regulations were the most significant; The Companies Act 2006, UK GAAP, UK Corporate tax laws and the Data protection act.

- We obtained an understanding of the company are complying with those legal regulatory frameworks and made enquiries to the management of known and suspected instances of fraud and non-compliance with laws and regulations. We corroborated our enquiries through our review of board meeting minutes.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusions.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Shaun Brownsmith (Senior Statutory Auditor)

for and on behalf of Haines Watts

Chartered Accountants

Registered Auditor

Milton House

Gatehouse Road

Aylesbury

Buckinghamshire

HP19 8EA

1 November 2021

TURNOVER

3

7,463,109

18,970,901

Cost of sales

6,029,880

15,645,541

GROSS PROFIT

1,433,229

3,325,360

Administrative expenses

1,587,976

2,621,833

OPERATING (LOSS)/PROFIT

5

(154,747

)

703,527

Interest receivable and similar income

3,469

9,261

(LOSS)/PROFIT BEFORE TAXATION

(151,278

)

712,788

Tax on (loss)/profit

6

(28,743

)

135,430

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(122,535

)

577,358

Retained earnings at beginning of year

93,375

16,017

Dividends

7

-

(500,000

)

RETAINED EARNINGS AT END OF YEAR

(29,160

)

93,375

CURRENT ASSETS

Debtors

8

4,316,594

2,523,312

Cash at bank

1,361,643

3,528,265

5,678,237

6,051,577

CREDITORS

Amounts falling due within one year

9

5,707,297

5,958,102

NET CURRENT (LIABILITIES)/ASSETS

(29,060

)

93,475

TOTAL ASSETS LESS CURRENT LIABILITIES

(29,060

)

93,475

CAPITAL AND RESERVES

Called up share capital

10

100

100

Retained earnings

11

(29,160

)

93,375

SHAREHOLDERS' FUNDS

(29,060

)

93,475

The financial statements were approved by the Board of Directors and authorised for issue on 1 November 2021 and were signed on its behalf by:

D R Bickerstaff - Director

Cash flows from operating activities

Cash generated from operations

1

(2,034,573

)

2,145,345

Tax paid

(135,518

)

(94,954

)

Net cash from operating activities

(2,170,091

)

2,050,391

Cash flows from investing activities

Interest received

3,469

9,261

Net cash from investing activities

3,469

9,261

Cash flows from financing activities

Equity dividends paid

-

(500,000

)

Net cash from financing activities

-

(500,000

)

(Decrease)/increase in cash and cash equivalents

(2,166,622

)

1,559,652

Cash and cash equivalents at beginning of year

2

3,528,265

1,968,613

Cash and cash equivalents at end of year

2

1,361,643

3,528,265

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.3.21

31.3.20

£

£

(Loss)/profit before taxation

(151,278

)

712,788

Finance income

(3,469

)

(9,261

)

(154,747

)

703,527

(Increase)/decrease in trade and other debtors

(1,764,540

)

6,435,598

Decrease in trade and other creditors

(115,286

)

(4,993,780

)

Cash generated from operations

(2,034,573

)

2,145,345

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2021

31.3.21

1.4.20

£

£

Cash and cash equivalents

1,361,643

3,528,265

Year ended 31 March 2020

31.3.20

1.4.19

£

£

Cash and cash equivalents

3,528,265

1,968,613

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.4.20

Cash flow

At 31.3.21

£

£

£

Net cash

Cash at bank

3,528,265

(2,166,622

)

1,361,643

3,528,265

(2,166,622

)

1,361,643

Total

3,528,265

(2,166,622

)

1,361,643

1.	STATUTORY INFORMATION

The One Health Group - Contracts Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared on a going concern basis. The Directors have reviewed and considered relevant information, including the annual budget and future cash flows in making their assessment. In particular, in response to the COVID-19 pandemic, the Directors have tested their cash flow analysis to take into account the impact on their business of possible scenarios brought on by the impact of COVID-19, alongside the measures that they can take to mitigate the impact. Based on these assessments, given the measures that could be undertaken to mitigate the current adverse conditions, and the current resources available, the Directors have concluded that they can continue to adopt the going concern basis in preparing the annual report and accounts.

The accounts are presented in Sterling currency, and rounded to the nearest pound.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.

TURNOVER

The turnover and loss (2020 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

31.3.21

31.3.20

£

£

Medical services

7,170,237

18,412,851

Direct costs recharged

292,872

558,050

7,463,109

18,970,901

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 March 2021 nor for the year ended 31 March 2020.

The average number of employees during the year was NIL (2020 - NIL).

31.3.21

31.3.20

£

£

Directors' remuneration

-

-

5.	OPERATING (LOSS)/PROFIT

Auditors remuneration is charged to the parent company.

6.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the loss for the year was as follows:

31.3.21

31.3.20

£

£

Current tax:

UK corporation tax

-

135,430

Deferred tax

(28,743

)

-

Tax on (loss)/profit

(28,743

)

135,430

7.

DIVIDENDS

31.3.21

31.3.20

£

£

Ordinary shares of 1 each

Final

-

500,000

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.21

31.3.20

£

£

Trade debtors

2,224,455

2,154,172

Amounts owed by group undertakings

1,993,175

-

Deferred tax asset

Tax losses carried forward

28,743

-

Prepayments

70,221

369,140

4,316,594

2,523,312

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.21

31.3.20

£

£

Trade creditors

197,153

727,511

Amounts owed to group undertakings

-

663,394

Amounts owed to participating interests

3,502,050

2,345,992

Tax

(88

)

135,430

Accruals and deferred income

2,008,182

2,085,775

5,707,297

5,958,102

10.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.21

31.3.20

value:

£

£

100

Ordinary

1

100

100

11.

RESERVES

Retained

earnings

£

At 1 April 2020

93,375

Deficit for the year

(122,535

)

At 31 March 2021

(29,160

)

12.	ULTIMATE PARENT COMPANY

One Health Group Limited is regarded by the directors as being the company's ultimate parent company.

13.	RELATED PARTY DISCLOSURES

The directors of the company are also directors of One Health Group Limited, and are partners in associated LLP's.

The fees charged by the directors as partners of One Health Group Executive LLP amounted to £23,137 (2020: £40,018).

During the year the company purchased management services from One Health Group Limited amounting to £1,366,627 (2020: £2,210,146).

During the year the company purchased medical services from One Health Group Limited amounting to £182,498 (2020: £485,573), One Health Group Executive LLP £23,137 (2020: £85,744), One Health Group Orthapaedics LLP £656,293 (2020: £1,210,574), One Health Gynaecology LLP £113,898 (2020: £297,304), One Health Group General Surgery LLP £183,010 (2020: £595,220) and One Health Spine Clinic LLP £109,718 (2020: £200,228).

At the end of the year, the company owed a net figure of £1,508,874 (2020: £3,009,385) to One Health Group Limited and associated LLP's. This is interest free and repayable on demand.