Passage2Health Limited - Limited company accounts 11.7

REGISTERED NUMBER: 07598019 (England and Wales)

Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 December 2014

for

Passage2Health Limited

Trading as

Passport2Health

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Profit and Loss Account

7

Balance Sheet

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

12

DIRECTORS:

M Dashfield

A R Henriksson

Ms C M Cooper

SECRETARY:

Mrs L M K Heynes

REGISTERED OFFICE:

London Underwriting Centre

3 Minster Court

Mincing Lane

London

EC3R 7DD

REGISTERED NUMBER:

07598019 (England and Wales)

AUDITORS:

Milne Craig Chartered Accountants

Registered Auditor

Abercorn House

79 Renfrew Road

Paisley

PA3 4DA

The directors present their strategic report for the year ended 31 December 2014.

REVIEW OF BUSINESS

The objective of the business was to provide private medical insurance for UK citizens covering medical

treatment abroad.

Due to significant changes in both the economy and the market place in which the company operates, as

reflected in the trading results during the year under review, the directors have taken the decision to wind

down the activities of the company.

The company has a requirement to support all policies currently in place. The last policy is due to expire on

31 March 2015. The company is continuing in operation to manage the orderly run-off of policies currently in

force.

The parent Company Sirius International Insurance Corporation (publ) have confirmed their financial support

for the next 12 months to enable the company to settle its obligations.

ON BEHALF OF THE BOARD:

M Dashfield - Director

14 September 2015

The directors present their report with the financial statements of the company for the year ended 31 December 2014.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2014.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2014 to the date of

this report.

M Dashfield

A R Henriksson

Ms C M Cooper

Other changes in directors holding office are as follows:

R Dale - resigned 6 May 2014

J M T Begley - resigned 30 June 2014

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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;

-	state whether applicable 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 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit

information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Milne Craig Chartered Accountants, will be proposed for re-appointment at the forthcoming

Annual General Meeting.

ON BEHALF OF THE BOARD:

M Dashfield - Director

14 September 2015

We have audited the financial statements of Passage2Health Limited for the year ended 31 December 2014 on

pages seven to sixteen. The financial reporting framework that has been applied in their preparation is

applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting

Practice).

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient

to give reasonable assurance that the financial statements are free from material misstatement, whether caused

by fraud or error. This includes an assessment of: whether the accounting policies are appropriate to the

company's circumstances and have been consistently applied and adequately disclosed; the reasonableness of

significant accounting estimates made by the directors; and the overall presentation of the financial statements.

In addition, we read all the financial and non-financial information in the Strategic Report and the Report of

the Directors to identify material inconsistencies with the audited financial statements and to identify any

information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge

acquired by us in the course of performing the audit. If we become aware of any apparent material

misstatements or inconsistencies we consider the implications for our report.

Going Concern

In forming our opinion, we have considered the adequacy of the disclosure made in note 1 of the financial

statements, as to the continuation of financial support from Sirius International Insurance Corporation (publ).

In view of the significance of this support, we consider it should be drawn to your attention but our opinion is

not qualified in this respect.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion 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.

Matters on which we are required to report by exception

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.

Mrs Shona Malcolm BAcc CA (Senior Statutory Auditor)

for and on behalf of Milne Craig Chartered Accountants

Registered Auditor

Abercorn House

79 Renfrew Road

Paisley

PA3 4DA

14 September 2015

TURNOVER

3,009

25,663

Cost of sales

(2,426

)

(107,558

)

GROSS PROFIT/(LOSS)

583

(81,895

)

Administrative expenses

(332,631

)

(826,546

)

OPERATING LOSS

3

(332,048

)

(908,441

)

Interest receivable and similar income

-

60

(332,048

)

(908,381

)

Interest payable and similar charges

4

(34,461

)

(31,841

)

LOSS ON ORDINARY ACTIVITIES BEFORE TAXATION

(366,509

)

(940,222

)

Tax on loss on ordinary activities

5

80,640

181,341

LOSS FOR THE FINANCIAL YEAR

(285,869

)

(758,881

)

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the losses for the current year or previous year.

FIXED ASSETS

Tangible assets

6

1,684

2,672

CURRENT ASSETS

Debtors

7

79,698

193,072

Cash at bank

-

62,664

79,698

255,736

CREDITORS

Amounts falling due within one year

8

(529,754

)

(420,911

)

NET CURRENT LIABILITIES

(450,056

)

(165,175

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(448,372

)

(162,503

)

CAPITAL AND RESERVES

Called up share capital

9

6,800

6,800

Share premium

10

1,904,900

1,904,900

Profit and loss account

10

(2,360,072

)

(2,074,203

)

SHAREHOLDERS' FUNDS

13

(448,372

)

(162,503

)

The financial statements were approved by the Board of Directors on 14 September 2015 and were signed on its behalf by:

M Dashfield - Director

Net cash outflow

from operating activities

1

(211,481

)

(379,484

)

Returns on investments and

servicing of finance

2

(34,461

)

(31,781

)

Taxation

183,278

295,659

Capital expenditure

2

-

(2,789

)

Decrease in cash in the period

(62,664

)

(118,395

)

Reconciliation of net cash flow

to movement in net funds

3

Decrease in cash in the period

(62,664

)

(118,395

)

Change in net funds resulting

from cash flows

(62,664

)

(118,395

)

Movement in net funds in the period

(62,664

)

(118,395

)

Net funds at 1 January

62,664

181,059

Net funds at 31 December

-

62,664

1.	RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

2014

2013

£

£

Operating loss

(332,048

)

(908,441

)

Depreciation charges

988

987

Loss on disposal of fixed assets

-

151,700

Increase in group creditor

124,895

386,962

Decrease/(increase) in debtors

10,736

(5,773

)

Decrease in creditors

(16,052

)

(4,919

)

Net cash outflow from operating activities

(211,481

)

(379,484

)

2.	ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN THE CASH FLOW STATEMENT

2014

2013

£

£

Returns on investments and servicing of finance

Interest received

-

60

Interest paid

(34,461

)

(31,841

)

Net cash outflow for returns on investments and servicing of finance

(34,461

)

(31,781

)

Capital expenditure

Purchase of tangible fixed assets

-

(2,789

)

Net cash outflow for capital expenditure

-

(2,789

)

3.	ANALYSIS OF CHANGES IN NET FUNDS

At

At 1/1/14

Cash flow

31/12/14

£

£

£

Net cash:

Cash at bank

62,664

(62,664

)

-

62,664

(62,664

)

-

Total

62,664

(62,664

)

-

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The accounts have been prepared on the basis that the company will meet its day to day working capital

requirements from the continued financial support of Sirius International Insurance Corporation (publ),

during the next 12 months.

Accounting convention

The financial statements have been prepared under the historical cost convention and are in accordance

with applicable accounting standards.

Turnover

Turnover represents the amounts derived from commissions and fees earned in relation to the

arrangement of private health insurance.

Tangible fixed assets

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

Plant and machinery

-

25% on cost

Computer equipment

-

25% on cost

Deferred tax

Deferred tax assets on unused trading losses are carried forward and recognised only where there is a

reasonable expectation that they will be realised within the foreseeable future.

2.	STAFF COSTS

2014

2013

£

£

Wages and salaries

44,965

66,116

Social security costs

2,441

8,134

47,406

74,250

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

2014

2013

Management

1

1

3.	OPERATING LOSS

The operating loss is stated after charging:

2014

2013

£

£

Depreciation - owned assets

988

988

Loss on disposal of fixed assets

-

151,700

Auditors' remuneration

3,480

3,360

Directors' remuneration

-

-

4.

INTEREST PAYABLE AND SIMILAR CHARGES

2014

2013

£

£

Loan interest

34,453

31,841

HMRC interest

8

-

34,461

31,841

5.

TAXATION

Analysis of the tax credit

The tax credit on the loss on ordinary activities for the year was as follows:

2014

2013

£

£

Current tax:

Group relief

(80,640

)

(181,341

)

Tax on loss on ordinary activities

(80,640

)

(181,341

)

6.	TANGIBLE FIXED ASSETS

Plant and

Computer

machinery

equipment

Totals

£

£

£

COST

At 1 January 2014

and 31 December 2014

1,161

2,789

3,950

DEPRECIATION

At 1 January 2014

581

697

1,278

Charge for year

290

698

988

At 31 December 2014

871

1,395

2,266

NET BOOK VALUE

At 31 December 2014

290

1,394

1,684

At 31 December 2013

580

2,092

2,672

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Insurance business

-

6,874

Group relief

79,458

182,096

Prepayments and accrued income

240

4,102

79,698

193,072

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

£

Amounts owed to group undertakings

518,270

393,375

Social security and other taxes

-

432

Accruals and deferred income

11,484

27,104

529,754

420,911

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

£

1,700

A Ordinary

1

1,700

1,700

5,100

B Ordinary

1

5,100

5,100

6,800

6,800

10.

RESERVES

Profit

and loss

Share

account

premium

Totals

£

£

£

At 1 January 2014

(2,074,203

)

1,904,900

(169,303

)

Deficit for the year

(285,869

)

(285,869

)

At 31 December 2014

(2,360,072

)

1,904,900

(455,172

)

11.	ULTIMATE PARENT COMPANY

The company is a subsidiary of Sirius International Insurance Corporation (publ), a company

incorporated in Sweden. The ultimate holding company is White Mountains Insurance Group Ltd, a

company incorporated in Bermuda.

12.	RELATED PARTY DISCLOSURES

13.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

£

Loss for the financial year

(285,869

)

(758,881

)

Net reduction of shareholders' funds

(285,869

)

(758,881

)

Opening shareholders' funds

(162,503

)

596,378

Closing shareholders' funds

(448,372

)

(162,503

)