Allied HCG Holdings Limited - Limited company accounts 18.2

REGISTERED NUMBER: 09882886 (England and Wales)

Strategic Report, Report of the Director and

Financial Statements

for the Year Ended 31 December 2017

for

Allied HCG Holdings Limited

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Statement of Financial Position

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTOR:

Dr G Engleder

REGISTERED OFFICE:

6th Floor

33 Glasshouse Street

London

W1B 5DG

REGISTERED NUMBER:

09882886 (England and Wales)

AUDITORS:

Silbury Business Advisers Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

The director presents his strategic report for the year ended 31 December 2017.

Review of Business

The company is a holding company. During the year the company held Allied HC Group Ltd and its subsidiaries. The

company also continued to extend a loan to Allied HC Group Ltd. This was funded by a loan from Allied HCG Holdings

parent Aurelius Equity Opportunities SE & Co. KGaA.

At 31 December 2017 the company was an indirect parent company of both Nestor Healthcare Group Limited and Allied

Healthcare Group Holdings Limited, which taken together and with their respective subsidiaries form the Allied

Healthcare group of companies.

After the year end, in April 2018 the company acquired Helenus Limited and indirectly Nestor Prime Care Services

Limited from Allied HC Group Limited. In May 2018 Nestor Healthcare Group Limited entered Creditors' Voluntary

Liquidation. In November 2018 Nestor Prime Care Services Limited was sold.

There are no key performance indicators of the company.

Principal Risks And Uncertainties

The principal risks and uncertainties remain the performance of the investment. The company relies on the continued

support of the parent.

Going concern

With the disposal of Nestor Prime Care Services Ltd the company's major remaining asset is its indirect investment in

Allied Healthcare Group Holdings Limited and its subsidiaries via Allied HC Group Limited. Allied HC Group Limited had

net liabilities and net current liabilities at 31 December 2017. However, after the year end, in May 2018, the Allied H C

Group Limited entered into an agreement with the Saga group whereby all of the loan note liabilities that had been owed

to Saga were waived. These liabilities had totalled £7,933,241 at the year end. In addition, the directors have received a

Letter of Forbearance from Nestor Primecare Services Limited which states that that company will not for a period of

twelve months from the date of signing these financial statements seek repayment of the amount due to it by Allied HC

Group Limited this amount was £9,109,638 at 31st December 2017. Accordingly, and having made further enquiries, the

directors of Allied HC Group Limited, the direct subsidiary of the company are of the opinion that it is appropriate to

adopt the going concern basis for the preparation of the financial statements.

Not with standing the above, given the nature of the principal activity, the investing in and granting of loans to group

companies, the going concern presumption of the company relies upon the continued credit offered by the parent

company and its support of borrowing group companies. This continued support of the parent company which has been

sought and confirmed.

ON BEHALF OF THE BOARD:

Dr G Engleder - Director

19 December 2018

The director presents his report with the financial statements of the company for the year ended 31 December 2017.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2017.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTOR

Dr G Engleder held office during the whole of the period from 1 January 2017 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in

accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director

has 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 director must not approve

the financial statements unless he is 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 director is 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 director is 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 he 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.

AUDITORS

The auditors, Silbury Business Advisers Limited, will be proposed for re-appointment at the forthcoming Annual General

Meeting.

ON BEHALF OF THE BOARD:

Dr G Engleder - Director

19 December 2018

Opinion

We have audited the financial statements of Allied HCG Holdings Limited (the 'company') for the year ended

31 December 2017 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial

Position, Statement of Changes in Equity and 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 December 2017 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

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

-

the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company'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 director is responsible for the other information. The other information comprises the information in the Strategic

Report and the Report of the Director, 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 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 Strategic Report and the Report of the Director 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 Director 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 Director.

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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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.

C E Baylis (Senior Statutory Auditor)

for and on behalf of Silbury Business Advisers Limited

Chartered Accountants and

Statutory Auditors

Venture House

Calne Road

Lyneham

Chippenham

SN15 4PP

19 December 2018

REVENUE

3

781,476

747,008

Cost of sales

749,838

703,951

GROSS PROFIT

31,638

43,057

Administrative expenses

69,019

(2,083

)

OPERATING (LOSS)/PROFIT

5

(37,381

)

45,140

Interest receivable and similar income

45,000

48,750

7,619

93,890

Interest payable and similar expenses

6

45,000

48,875

(LOSS)/PROFIT BEFORE TAXATION

(37,381

)

45,015

Tax on (loss)/profit

7

(6,000

)

8,892

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(31,381

)

36,123

(LOSS)/PROFIT FOR THE YEAR

(31,381

)

36,123

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(31,381

)

36,123

FIXED ASSETS

Investments

8

3,000,000

3,116,058

CURRENT ASSETS

Debtors

9

167,868

111

Cash at bank

33,186

712,044

201,054

712,155

CREDITORS

Amounts falling due within one year

10

1,696,311

2,292,089

NET CURRENT LIABILITIES

(1,495,257

)

(1,579,934

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,504,743

1,536,124

CAPITAL AND RESERVES

Called up share capital

11

1

1

Share premium

12

1,500,000

1,500,000

Retained earnings

12

4,742

36,123

SHAREHOLDERS' FUNDS

1,504,743

1,536,124

The financial statements were approved by the director on 19 December 2018 and were signed by:

Dr G Engleder - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

1

-

1,500,000

1,500,001

Total comprehensive income

-

36,123

-

36,123

Balance at 31 December 2016

1

36,123

1,500,000

1,536,124

Changes in equity

Total comprehensive income

-

(31,381

)

-

(31,381

)

Balance at 31 December 2017

1

4,742

1,500,000

1,504,743

1.	STATUTORY INFORMATION

Allied HCG Holdings 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.

Financial Reporting Standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption in preparing these financial

statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland":

•

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements

The financial statements contain information about Allied HCG Holdings Limited as an individual company and

do not contain consolidated financial information as the parent of a group. The company is exempt under

Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it

and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its

parent, Aurelius Equity Opportunities SE & Co. KGaA, Ludwig-Ganghofer-Straße 6 82031 Grünwald Germany.

Turnover

Revenue is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the

statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of

exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the

operating result.

3.

REVENUE

The revenue and loss (2016 - profit) before taxation are attributable to the one principal activity of the company.

4.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 31 December 2017 nor for the period ended 31 December 2016.

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

Period

20.11.15

Year Ended

to

31.12.17

31.12.16

1

1

Period

20.11.15

Year Ended

to

31.12.17

31.12.16

£

£

Director's remuneration

-

-

5.	OPERATING (LOSS)/PROFIT

The operating loss (2016 - operating profit) is stated after charging:

Period

20.11.15

Year Ended

to

31.12.17

31.12.16

£

£

Auditors' remuneration

2,250

2,000

Auditors' remuneration for non audit work

3,750

-

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

20.11.15

Year Ended

to

31.12.17

31.12.16

£

£

Loan

45,000

48,875

7.

TAXATION

Analysis of the tax (credit)/charge

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

Period

20.11.15

Year Ended

to

31.12.17

31.12.16

£

£

Current tax:

UK corporation tax

-

8,892

Deferred tax

(6,000

)

-

Tax on (loss)/profit

(6,000

)

8,892

Reconciliation of total tax (credit)/charge included in profit and loss

The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is

explained below:

Period

20.11.15

Year Ended

to

31.12.17

31.12.16

£

£

(Loss)/profit before tax

(37,381

)

45,015

(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 20% (2016 - 20%)

(7,476

)

9,003

Effects of:

Income not taxable for tax purposes

1,476

(111

)

Total tax (credit)/charge

(6,000

)

8,892

8.	FIXED ASSET INVESTMENTS

31.12.17

31.12.16

£

£

Shares in group undertakings

1,500,000

1,500,000

Loans to group undertakings

1,500,000

1,616,058

3,000,000

3,116,058

Additional information is as follows:

Shares in

group

undertakings

£

COST

At 1 January 2017

and 31 December 2017

1,500,000

NET BOOK VALUE

At 31 December 2017

1,500,000

At 31 December 2016

1,500,000

The company's investments at the Statement of Financial Position date in the share capital of companies include

the following:

Allied HC Group Limited

Registered office: 33 Glasshouse Street, London, England, W1B 5DG

Nature of business: Holding Company

%

Class of shares:

holding

Ordinary

100.00

31.12.17

31.12.16

£

£

Aggregate capital and reserves

(15,635,163

)

420,625

Loss for the year/period

(16,034,236

)

(1,079,375

)

Indirectly held:

Nestor Healthcare Group Limited

Allied Healthcare Group Holdings Limited

Allied Healthcare Holdings Limited

Nightingale Nursing Bureau Limited

Primary Care Training Limited

Omnicare Limited

Allied Healthcare Group Limited

Biju Limited

Biju Care Limited

Biju Lancaster Limited

Health and Lifecare Options Limited

Health and Lifecare Options (Services) Limited

L&B (no 182) Limited

Homecare (Northern Ireland) t/a Homecare Independent

Living Limited

Homecare Support Services Limited

Homecare & Health Services (Ireland) Limited

Premier Care Armagh Limited

Nestor Medical Personnel Limited

Thistle Trained Nurses Limited (Scotland)

Nestor Healthcare Limited

Nestor Medical Duty Services Limited

On-Call Limited

Notepike Limited

Nestor Healthcare Personnel Services Limited

Nestor Primecare Limited

Nestor Health at Work Limited

Brent Care at Home Limited

Forensic Medical Services Limited

Priam Limited

HCMS Limited

Healthcall Limited

Healthcall Medical (Holdings) Limited

Nestor Home Care Services Limited

Helenus Limited

Nestor Primecare Services Limited

Goldsborough Homecare and Nursing Services Limited

Primrose Care Limited

Cornelle UK Medical Services Limited

Prime Care Services Limited

Miller Care Services Limited

New Horizons Limited

Briarcare Limited

Greenbanks Homecare Limited

Greenbanks Homecare (Southern) Limited

Greenbanks Homecare (Wales) Limited

Greenbanks Homecare (Western) Limited

Greenbanks Live-In Limited

GB Training Limited

All of the above companies are incorporatede in England and Wales except for

Scotland;

Health and Lifecare Options Limited

Health and Lifecare Options (Services) Limited

Thistle Trained Nurses Limited (Scotland)

Northern Ireland;

L&B (no 182) Limited

Homecare (Northern Ireland) t/a Homecare Independent

Living Limited

Homecare Support Services Limited

Homecare & Health Services (Ireland) Limited

Premier Care Armagh Limited

Loans to

group

undertakings

£

At 1 January 2017

1,616,058

Repayment in year

(116,058

)

At 31 December 2017

1,500,000

9.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

31.12.16

£

£

Amounts owed by group undertakings

161,868

1

Deferred taxation asset

6,000

-

VAT

-

110

167,868

111

10.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.17

31.12.16

£

£

Trade creditors

193

704,131

Amounts owed to group undertakings

1,657,135

1,548,875

Tax

8,891

8,892

Funds from DLA Piper

24,092

24,092

Accrued expenses

6,000

6,099

1,696,311

2,292,089

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.17

31.12.16

value:

£

£

1,500,000

ordinary

£1

1

1

12.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 January 2017

36,123

1,500,000

1,536,123

Deficit for the year

(31,381

)

(31,381

)

At 31 December 2017

4,742

1,500,000

1,504,742

13.	ULTIMATE PARENT COMPANY

Aurelius Equity Opportunities SE & Co KGaA (incorporated in Germany ) is regarded by the director as being the

company's ultimate parent company.

14.	RELATED PARTY DISCLOSURES

Other related parties

Related Party

Nature of transaction

Amount£

Aurelius Equity Opportunities SE & Co

Loan from

(1,500,000

)

KGaA

Management charge to

(749,838

)

Intercompany balance to

(157,135

)

Loan interest payable

45,000

HC Group Limited

Management charge from

(781,476

)

Loan interest from

(45,000

)

Loan to

1,500,000

Intercompany balance from

161,868

15.	POST BALANCE SHEET EVENTS

At 31 December 2017 the company was an indirect parent company of both Nestor Healthcare Group Limited

and Allied Healthcare Group Holdings Limited, which taken together and with their respective subsidiaries form

the Allied Healthcare group of companies.

After the year end, in April 2018 the company acquired Helenus Limited and indirectly Nestor Prime Care

Services Limited from Allied HC Group Limited. In May 2018 Nestor Healthcare Group Limited entered Creditors'

Voluntary Liquidation. In November 2018 Nestor Prime Care Services Limited was sold.

16.	GOING CONCERN

With the disposal of Nestor Prime Care Services Ltd the company's major remaining asset is its indirect

investment in Allied Healthcare Group Holdings Limited and its subsidiaries via Allied HC Group Limited. Allied

HC Group Limited had net liabilities and net current liabilities at 31 December 2017. However, after the year end,

in May 2018, the Allied H C Group Limited entered into an agreement with the Saga group whereby all of the

loan note liabilities that had been owed to Saga were waived. These liabilities had totalled £7,933,241 at the year

end. In addition, the directors have received a Letter of Forbearance from Nestor Primecare Services Limited

which states that that company will not for a period of twelve months from the date of signing these financial

statements seek repayment of the amount due to it by Allied HC Group Limited this amount was £9,109,638 at

31st December 2017. Accordingly, and having made further enquiries, the directors of Allied HC Group Limited,

the direct subsidiary of the company are of the opinion that it is appropriate to adopt the going concern basis for

the preparation of the financial statements.

Not with standing the above, given the nature of the principal activity, the investing in and granting of loans to

group companies, the going concern presumption of the company relies upon the continued credit offered by the

parent company and its support of borrowing group companies. This continued support of the parent company

which has been sought and confirmed.