One Health Group Limited - Limited company accounts 18.2

REGISTERED NUMBER: 04201068 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2018

for

One Health Group Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

D R Bickerstaff

A C Howard

Ms L Nickson

A R Binns

SECRETARY:

A R Binns

REGISTERED OFFICE:

131 Psalter Lane

Sheffield

S11 8UX

REGISTERED NUMBER:

04201068 (England and Wales)

AUDITORS:

Haines Watts

Chartered Accountants

Registered Auditor

Milton House

Gatehouse Road

Aylesbury

Buckinghamshire

HP19 8EA

The directors present their strategic report of the company and the group for the year ended 31 March 2018.

One Health Group's strategic goal is to provide innovative, safe, high quality, integrated clinical services to

NHS and private patients, optimising outcomes so they can quickly continue healthy lives. The growth of

the business to date has been underpinned by a close working relationship with NHS organisations and we

intend to continue to build on this approach; increasing capability and capacity to operate a highly

productive and effective model in the NHS market.

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

- A step change in maturity through investment in management capacity and expertise

- Investment in growth, innovation and further diversification of services provided

- Potential investment in new equipment, especially digital solutions which support the clinical pathways with

which One Health Group is involved

- Continued closer integration with the NHS, offering a wide range of services as a core part of the solution

to the challenges faced by the NHS

- Continuing to offer seamless pathways of care, across a range of surgical specialities, as well as other new

services, all of which remain close to patients' homes and communities

- The development and security of mutually beneficial long term arrangements with our Independent

Hospital Partners to ensure One Health Group has the theatre capacity needed to meet demand

- Being open to Acquisition or Merger, considering opportunities which might arise, and which demonstrate

significant benefit to the future direction of the company.

The Key Performance Indicators are turnover, gross profit and net profit. The directors are satisfied with

these areas.

PRINCIPAL RISKS AND UNCERTAINTIES

This section provides a description of the principal risks and uncertainties that could have a material

adverse effect of our strategy, performance, results, financial condition and/or reputation. It is important to

note that not all of these risks are within our control. It is also not certain that our policy for identifying and

managing risk will be successful in mitigating all relevant risk. The specific risks identified are:

- Loss of contracts - our business generates considerable income from contracts with NHS commissioning

bodies (CCGs). The continuation of these contracts is dependent on a number of factors, one of which is

the annual budget that each CCG has to outsource healthcare. For that reason, we continue to tender for

new contracts to maximise future growth opportunities and mitigate against existing contract shrinkage. The

current NHS climate may present a new challenge to this income source as the financial pressure increases

in the public sector. However, it is also clear that this risk is mitigated to some degree by the NHS's

statutory obligation to ensure patients are seen within 18 weeks for all elective procedures. In addition, it

remains clear that the NHS does not have the capacity to deal with the volumes itself and continues to need

to engage the independent sector to support this vast and increasing area of healthcare demand.

- Litigation risk - the nature of our work means that there is the risk that an unsuccessful procedure could

lead to a medical negligence claim. The company ensures that adequate Professional Indemnity Insurance

is in place to cover such eventualities.

ON BEHALF OF THE BOARD:

A R Binns - Secretary

27 September 2018

The directors present their report with the financial statements of the company and the group for the year

ended 31 March 2018.

PRINCIPAL ACTIVITY

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

DIVIDENDS

No interim dividend was paid during the year. The directors recommend a final dividend of £21.96 per

share.

The total distribution of dividends for the year ended 31 March 2018 will be £ 219,578 .

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2017 to the date of

this report.

D R Bickerstaff

A C Howard

Other changes in directors holding office are as follows:

Ms L Nickson - appointed 4 September 2017

A R Binns was appointed as a director after 31 March 2018 but prior to the date of this report.

R J Gray ceased to be a director after 31 March 2018 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 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 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 and the group's transactions and disclose with reasonable accuracy at any time the

financial position of the company and the group 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 the group 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 group'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 group's auditors are aware of that information.

ON BEHALF OF THE BOARD:

A R Binns - Secretary

27 September 2018

Opinion

We have audited the financial statements of One Health Group Limited (the 'parent company') and its

subsidiaries (the 'group') for the year ended 31 March 2018 which comprise the Consolidated Income

Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance

Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity,

Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2018 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 Auditors'

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 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to

report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in

the Group 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 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, 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group 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 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 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 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.

Responsibilities of directors

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, 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 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.

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.

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 K Brownsmith (Senior Statutory Auditor)

for and on behalf of Haines Watts

Chartered Accountants

Registered Auditor

Milton House

Gatehouse Road

Aylesbury

Buckinghamshire

HP19 8EA

27 September 2018

TURNOVER

15,540,455

16,105,523

Cost of sales

12,440,821

12,927,857

GROSS PROFIT

3,099,634

3,177,666

Administrative expenses

2,264,440

2,086,504

OPERATING PROFIT

4

835,194

1,091,162

Interest receivable and similar income

6,238

7,251

PROFIT BEFORE TAXATION

841,432

1,098,413

Tax on profit

5

159,061

219,666

PROFIT FOR THE FINANCIAL YEAR

682,371

878,747

Profit attributable to:

Owners of the parent

682,371

878,747

PROFIT FOR THE YEAR

682,371

878,747

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

682,371

878,747

Total comprehensive income attributable to:

Owners of the parent

682,371

878,747

FIXED ASSETS

Tangible assets

8

132,963

212,778

Investments

9

-

-

132,963

212,778

CURRENT ASSETS

Debtors

10

2,125,089

7,050,571

Cash at bank and in hand

3,063,085

2,150,833

5,188,174

9,201,404

CREDITORS

Amounts falling due within one year

11

2,521,947

7,061,410

NET CURRENT ASSETS

2,666,227

2,139,994

TOTAL ASSETS LESS CURRENT LIABILITIES

2,799,190

2,352,772

PROVISIONS FOR LIABILITIES

12

22,031

38,406

NET ASSETS

2,777,159

2,314,366

CAPITAL AND RESERVES

Called up share capital

13

10,000

10,000

Retained earnings

14

2,767,159

2,304,366

SHAREHOLDERS' FUNDS

2,777,159

2,314,366

The financial statements were approved by the Board of Directors on 27 September 2018 and were signed

on its behalf by:

A R Binns - Director

FIXED ASSETS

Tangible assets

8

132,963

212,778

Investments

9

200

200

133,163

212,978

CURRENT ASSETS

Debtors

10

6,910,152

4,541,078

Cash at bank and in hand

126,044

103,989

7,036,196

4,645,067

CREDITORS

Amounts falling due within one year

11

4,381,451

2,515,800

NET CURRENT ASSETS

2,654,745

2,129,267

TOTAL ASSETS LESS CURRENT LIABILITIES

2,787,908

2,342,245

PROVISIONS FOR LIABILITIES

12

22,031

38,406

NET ASSETS

2,765,877

2,303,839

CAPITAL AND RESERVES

Called up share capital

13

10,000

10,000

Retained earnings

14

2,755,877

2,293,839

SHAREHOLDERS' FUNDS

2,765,877

2,303,839

Company's profit for the financial year

681,616

882,249

The financial statements were approved by the Board of Directors on 27 September 2018 and were signed on its behalf by:

A R Binns - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2016

10,000

1,725,619

1,735,619

Changes in equity

Dividends

-

(300,000

)

(300,000

)

Total comprehensive income

-

878,747

878,747

Balance at 31 March 2017

10,000

2,304,366

2,314,366

Changes in equity

Dividends

-

(219,578

)

(219,578

)

Total comprehensive income

-

682,371

682,371

Balance at 31 March 2018

10,000

2,767,159

2,777,159

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2016

10,000

1,711,590

1,721,590

Changes in equity

Dividends

-

(300,000

)

(300,000

)

Total comprehensive income

-

882,249

882,249

Balance at 31 March 2017

10,000

2,293,839

2,303,839

Changes in equity

Dividends

-

(219,578

)

(219,578

)

Total comprehensive income

-

681,616

681,616

Balance at 31 March 2018

10,000

2,755,877

2,765,877

Cash flows from operating activities

Cash generated from operations

1

1,351,249

561,657

Tax paid

(214,658

)

(95,481

)

Net cash from operating activities

1,136,591

466,176

Cash flows from investing activities

Purchase of tangible fixed assets

(10,999

)

(117,115

)

Interest received

6,238

7,251

Net cash from investing activities

(4,761

)

(109,864

)

Cash flows from financing activities

Equity dividends paid

(219,578

)

(300,000

)

Net cash from financing activities

(219,578

)

(300,000

)

Increase in cash and cash equivalents

912,252

56,312

Cash and cash equivalents at beginning of year

2

2,150,833

2,094,521

Cash and cash equivalents at end of year

2

3,063,085

2,150,833

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2018

2017

£

£

Profit before taxation

841,432

1,098,413

Depreciation charges

90,815

94,231

Finance income

(6,238

)

(7,251

)

926,009

1,185,393

Decrease/(increase) in trade and other debtors

4,925,481

(2,937,019

)

(Decrease)/increase in trade and other creditors

(4,500,241

)

2,313,283

Cash generated from operations

1,351,249

561,657

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in

respect of these Balance Sheet amounts:

Year ended 31 March 2018

31.3.18

1.4.17

£

£

Cash and cash equivalents

3,063,085

2,150,833

Year ended 31 March 2017

31.3.17

1.4.16

£

£

Cash and cash equivalents

2,150,833

2,094,521

1.	STATUTORY INFORMATION

One Health Group 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 General

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.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding

discounts, rebates, value added tax and other sales taxes.

Tangible fixed assets

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

Long leasehold

-

in accordance with the property

Plant and machinery

-

15% on cost

Fixtures and fittings

-

20% on cost

Computer equipment

-

25% on cost

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated

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 balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at

the balance sheet 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.

Hire purchase and leasing commitments

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

period of the lease.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the group's

pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

2018

2017

£

£

Wages and salaries

1,511,387

1,366,194

Social security costs

99,750

129,186

Other pension costs

73,199

250,139

1,684,336

1,745,519

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

2018

2017

Administrative staff

59

39

Management staff

5

5

64

44

The average number of employees by undertakings that were proportionately consolidated during the

year was 64 (2017 - 44 ) .

2018

2017

£

£

Directors' remuneration

630,533

369,541

Directors' pension contributions to money purchase schemes

-

191,950

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

-

3

Information regarding the highest paid director is as follows:

2018

2017

£

£

Emoluments etc

237,620

153,864

Pension contributions to money purchase schemes

-

78,750

4.	OPERATING PROFIT

The operating profit is stated after charging:

2018

2017

£

£

Hire of plant and machinery

16,371

9,008

Other operating leases

62,220

62,220

Depreciation - owned assets

90,814

94,230

Auditors' remuneration

12,000

12,000