Company No: 04215291 (England and Wales)

Contents

• Company Information
• Directors' Report
• Profit and Loss Account
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	E S Comley
	N I Stoesser

REGISTERED OFFICE	First Floor Lee House
	90 Great Bridgewater Street
	Manchester
	M1 5JW
	United Kingdom

COMPANY NUMBER

04215291 (England and Wales)

The directors present their annual report on the affairs of the Company, together with the financial statements, for the financial year ended 31 December 2022.

PRINCIPAL ACTIVITIES

The Company has been dormant as defined in Section 1169 of the Companies Act 2006 throughout the current financial year. It is anticipated that the Company will remain dormant for the foreseeable future.

GOING CONCERN

The directors have assessed the balance sheet and likely future cash flows at the date of approving these financial statements. Given the Company is dormant, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

REVIEW OF THE BUSINESS

The Company did not trade during the current financial year. For the preceding financial year the Company earned a profit after taxation totalling £13,303 thousand.

The net current asset position of the Company as at the financial year end amounted to £13,988 thousand (2021: net current asset £13,988 thousand).

The net asset position of the Company as at the financial year end amounted to £13,988 thousand (2021: net asset £13,988 thousand).

DIRECTORS

The directors, who served during the financial year and to the date of this report except as noted, were as follows:

E S Comley	(Appointed 01 July 2022)
N I Stoesser	(Appointed 04 February 2022)
D J L Whitmore	(Resigned 01 July 2022)
A L Wilford	(Resigned 31 January 2022)

EXEMPTION FROM PREPARING A STRATEGIC REPORT

The Company has taken advantage of the exemption in Section 414 A(2) of the Companies Act 2006 from the requirement to prepare a Strategic Report and in preparing the Directors' Report on the basis that it would be entitled to prepare financial statements for the year in accordance with the small companies regime but for being a member of an ineligible group.

Approved by the Board of Directors and signed on its behalf by:

N I Stoesser Director

First Floor Lee House
90 Great Bridgewater Street
Manchester
M1 5JW
United Kingdom

01 February 2024

		2022		2021
		£'000		£'000
Administrative expenses		0		( 7,041)
Operating loss		0		( 7,041)
Income from other fixed asset investments		0		20,344
Profit before taxation		0		13,303
Tax on profit		0		0
Profit for the financial year		0		13,303

There were no items of other comprehensive income or losses for the current or prior year other than those included in the Profit and Loss Account, accordingly no Statement of Comprehensive Income is presented.

	Note	2022		2021
		£'000		£'000
Current assets
Debtors	5	24,137		24,137
Cash at bank and in hand	6	509		509
		24,646		24,646
Creditors: amounts falling due within one year	7	( 10,658)		( 10,658)
Net current assets		13,988		13,988
Total assets less current liabilities		13,988		13,988
Net assets		13,988		13,988
Capital and reserves	8
Called-up share capital		1		1
Share premium account		1,744		1,744
Profit and loss account		12,243		12,243
Total shareholder's funds		13,988		13,988

SG Health Solutions Limited (registered number: 04215291) did not trade during the current financial year and has made neither profit nor loss, nor any other comprehensive income. There have been no movements in shareholders’ funds during the current financial year and therefore no Statement of Changes of Equity has been included. For the financial year ending 31 December 2022 the Company was entitled to exemption from audit under section 480 of the Companies Act 2006 relating to dormant companies.

Directors’ responsibilities:

• The member has not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476; and
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of accounts.

The financial statements of SG Health Solutions Limited (registered number: 04215291) were approved and authorised for issue by the Board of Directors on 01 February 2024. They were signed on its behalf by:

N I Stoesser Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

SG Health Solutions Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is First Floor Lee House, 90 Great Bridgewater Street, Manchester, M1 5JW, United Kingdom.

The financial statements have been prepared under the historical cost convention, and in accordance with Financial Reporting Standard 102 (FRS 102) applicable in the UK and Republic of Ireland issued by the Financial Reporting Council and the requirements of the Companies Act 2006. Previously the financial statements were prepared in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' ("FRS 101"). The Company transitioned to Financial Reporting Standard 102 ("FRS 102") for the year ended 31 December 2022. The transition date was 1 January 2021, being the first day of the comparative period included in these financial statements, and no transition adjustments have been required.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £'000.

The Company's ultimate parent undertaking, Slater and Gordon UK Holdings Limited includes the Company in its consolidated financial statements, see note 11 for further details. In these financial statements, the Company is considered to be a qualifying entity (for the purposes of this FRS) and has applied the exemptions available under FRS 102 in respect of the following disclosures:

- Reconciliation of the number of shares outstanding from the beginning to end of the period;
- Cash Flow Statement and related notes; and
- Key Management Personnel compensation.

Going concern

The directors have assessed the balance sheet and likely future cash flows at the date of approving these financial statements. Given the Company is dormant, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and to meet its financial obligations as they fall due for at least 12 months from the date of signing these financial statements. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Group accounts exemption

Group accounts exemption s400
The Company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairment at each Balance Sheet date. If there is objective evidence of impairment, an impairment loss is recognised in the Profit and Loss Account as described below.

Fixed asset investments

Investments are recognised initially at fair value which is normally the transaction price excluding transaction costs. Subsequently, they are measured at fair value through profit or loss if the shares are publicly traded or their fair value can otherwise be measured reliably. Other investments are measured at cost less impairment.

Trade and other debtors

Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method less impairment losses for bad and doubtful debts, except where the effect of discounting would be immaterial. In such cases the receivables are stated at cost less impairment losses for bad and doubtful debts.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest rate method, unless the effect of discounting would be immaterial, in which case they are stated at cost.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

2. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 1, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated 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 financial year in which the estimate is revised if the revision affects only that financial year, or in the financial year of the revision and future financial years if the revision affects both current and future financial years.

The directors do not consider that any critical judgements have been made in the application of the Company's accounting policies and no key sources of estimation uncertainty have been identified that have a significant risk of causing a material misstatement to the carrying amount of assets and liabilities within the financial year.

3. Staff number and costs

	2022		2021
	Number		Number
The average monthly number of employees (including directors) was:	0		0

4. Fixed asset investments

Investments in shares

Name of entity	Registered office	Nature of business	Class of shares	Ownership 31.12.2022	Ownership 31.12.2021
MDL Medical Administration Limited*	First Floor, Lee house, 90 Bridgewater Street, Manchester, M1 5JW, United KIngdom	Other Human Health activities	Ordinary	100.00%	100.00%

*This investment was held indirectly until 8 March 2021, when the investment became held directly by SG Health Solutions Limited.

5. Debtors

	2022		2021
	£'000		£'000
Amounts owed by Parent undertakings (note 10)	382		382
Amounts owed by related parties (note 10)	23,755		23,755
	24,137		24,137

Amounts owed by the immediate parent and related parties do not attract interest and are repayable on demand.

6. Cash and cash equivalents

	2022		2021
	£'000		£'000
Cash at bank and in hand	509		509

7. Creditors: amounts falling due within one year

	2022		2021
	£'000		£'000
Amounts owed to related parties (note 10)	10,519		10,519
Other creditors	139		139
	10,658		10,658

Amounts owed to related parties do not attract interest and are repayable on demand.

8. Called-up share capital and reserves

	2022		2021
	£		£
Allotted, called-up and fully-paid
111,111 Ordinary shares of £ 0.01 each	1,111		1,111
Presented as follows:
Called-up share capital presented as equity	1,111		1,111

The Company has one class of Ordinary Shares of £0.01 each which carries no right to fixed income and has no authorised share capital limit.

9. Contingencies

Contingent liabilities

The Company was previously party to a debenture dated 22 December 2017 (the "Debenture"), amended 14 December 2021, pursuant to which the Company (together with other UK Group Companies) did covenant with GLAS Trust Corporation Limited (acting as Security Trustee for itself and the Secured Parties (as defined in the Debenture), which are all shareholders of Slater and Gordon UK Holdings Limited, the ultimate parent company) that it would on demand pay all liabilities outstanding under the SSFA (and associated finance documents) when they were due and payable and granted security over all of its assets in favour of GLAS Trust Corporation Limited (acting as Security Trustee for itself and the Secured Parties). This debenture was satisfied on 20 October 2022 and there are no contingent liabilities in place at the year end.

10. Related party transactions

The Company has availed of the exemption provided in FRS 102 Section 33 Related Party Disclosures not to disclose transactions entered into with fellow group companies that are wholly owned within the group of companies of which the Company is a wholly owned member.

No directors' remuneration was paid during the current or prior year.

11. Controlling party

The immediate parent is SG Health Group Limited, a company registered in England and Wales.

The ultimate parent undertaking and controlling party is Slater and Gordon UK Holdings Limited, a company incorporated in England and Wales and is both the smallest and largest parent company preparing group financial statements. Copies of the consolidated accounts of Slater and Gordon UK Holdings Limited can be obtained from First Floor Lee House, 90 Great Bridgewater Street, Manchester, M1 5JW.