The directors present the strategic report for the year ended 31 December 2022.
The principal activity of the company is that of a holding investment company. The company had no trading during the year or the prior year. The company has a net asset position of £1,789,990 (2021: £1,789,990) at the year end. The company is expected to continue with the activities at a similar level in the forthcoming year.
As we reflect on 2022, Vita Health Solutions Limited (VHS), the company’s wholly owned subsidiary has delivered strong top-line growth in 2022, driven by full year impact of contracts launched in 2021 plus the the launch of new NHS contracts during the year. This has resulted in a small increase in profit.
Our colleagues have once again demonstrated their commitment to the business, ensuring our propositions continue to lead the market effectively and efficiently, with continued focus on leveraging digital capabilities to support our patients as appropriate. We have invested materially in our People Services Team during 2022, reflecting our commitment to addressing issues on Equality, Diversity and Inclusion which has been positively received by our staff. This focus will continue as we strive to lead the way and ensure that our staff base is reflective of the patients we serve.
Our NHS market unit continues to grow substantially with one new Mental Health NHS contract in the North of England and the successful implementation of a new Dermatology service in North West England. These contracts have performed in line with expectation as the year has progressed. We have continued to reinvest in our Mental Health proposition, expanding ways service users can access the services and ensuring that the clinical pathways are as effective as possible.
The Corporate market unit has also performed well, successfully on-boarding several recognised brands along with enhancing our relationships with well-known private medical insurers. The business model continues to be able to provide virtual alongside face to face pathways and these have been well received from both users and Corporate customers alike.
The Directors of Vita Health Solutions Ltd follow group practice in relation to section 172 compliance. Further details of this can be found in the consolidated group accounts.
Trading results for the wholly owned subsidiary VHS are positive with profit before tax of £2,323,492 compared with £2,178,851 in 2021.
Looking forward, the Directors of the business remain very confident in our ability to continue to grow and deliver results in line with expectation. We have successfully launched another new NHS Mental Health contract in early 2023. We are currently mobilising another NHS Mental Health contract and two additional NHS Dermatology contracts, all of which are due to go live in early 2024. We continue to enhance our MSK proposition and are confident this will lead to further growth.
In common with every other business, the company aims to minimise financial risk. The measures used by the directors to manage this risk include the preparation of profit and cash flow forecasts, regular monitoring of actual performance against these forecasts and ensuring that adequate financing facilities are in place to meet the requirements of the business.
Apart from the risks impacting the wholly owned subsidiary, VHS, which are stated below, there are no specific risks identified impacting this company as it is a holding company.
Vita Health Solutions Limited has a financial risk management objective of ensuring that its’ trading financial requirements are supported rather than hindered by exposure to third party (non-equity) financial instruments. The business continues to have access to additional facilities available through Kingfisher Midco Limited and our ultimate shareholder Archimed SAS (Med I / Med Feeder I) should these be required.
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations. The company is mainly exposed to credit risk from credit sales. It is group policy to assess the credit risk of new customers before entering contracts. Credit risk also rises from cash and cash equivalents and deposits with banks and financial institutions. For banks and financial institutions, only independently rated parties with minimum rating “A” are used.
Liquidity risk arises from the company’s management working capital and the finance charges and principal repayments on its debt instruments. It is a risk that the group will encounter difficulty in meeting its’ financial obligations as they fall due. To achieve this aim, it seeks to maintain cash balances (or agreed facilities) to meet expected requirements for a period of at least 30 days. The Board receives a 12-month rolling cash flow projection monthly as well as daily information regarding cash balances as required.
Operational risk is the risk of direct or indirect loss arising from a wide variety of causes associated with the group’s processes, personnel, technology, and infrastructure, and from external factors other than credit and market risk such as those arising from legal and regulatory requirements and generally accepted standards of corporate behaviour. The governance framework supported by detailed operational procedures manages operational risk to balance the avoidance of financial losses and damage to reputation with overall cost effectiveness and to avoid control procedures that restrict initiative and creativity.
The directors of Kingfisher Topco Limited manage the group’s operations on a group wide basis. For this reason, the company directors believe that analysis using key performance indicators for the company is not necessary or appropriate for an understanding of the development, performance, or position of Crystal Palace Physio Holdings Limited.
The development, performance, and position of Crystal Palace Physio Holdings Limited is discussed in the group’s report and financial statements which does not comprise part of this report.
The directors have not identified any risks specific to this entity. Group risks have been covered in the consolidated financial statements of Kingfisher Topco Limited.
On behalf of the board
The directors present their annual report and financial statements for the year ended 31 December 2022.
The results for the year are set out on page 7.
No ordinary dividends were paid (2021: £Nil). The directors do not recommend payment of a final dividend (2021: £Nil).
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
The auditor, RSM UK Audit LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Basis for 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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
As explained more fully in the directors’ responsibilities statement set out on page 4, 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 is 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.
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 an auditor's report 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 are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit.
In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate responses and to respond appropriately to fraud or suspected fraud identified during the audit.
However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:
obtained an understanding of the nature of the industry and sector, including the legal and regulatory framework that the company operates in and how the company is complying with the legal and regulatory framework;
inquired of management, and those charged with governance, about their own identification and assessment of the risks of irregularities, including any known actual, suspected or alleged instances of fraud;
discussed matters about non-compliance with laws and regulations and how fraud might occur including assessment of how and where the financial statements may be susceptible to fraud.
As a result of these procedures we consider the most significant laws and regulations that have a direct impact on the financial statements are FRS 102 and the Companies Act 2006. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities This description forms part of our auditor’s report.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
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 an auditor's report 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.
Crystal Palace Physio Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, Suffolk, IP33 1LA.
The company's principal activities and nature of its operations are disclosed in the Directors' Report.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Vita Health Group Limited. These consolidated financial statements are available from its registered office, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA.
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.
Crystal Palace Physio Holdings Limited is a wholly owned subsidiary of Vita Health Group Limited and the results of Crystal Palace Physio Holdings Limited are included in the consolidated financial statements of Vita Health Group Limited which are available from First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Assessing whether or not investments in subsidiary entities remain unimpaired requires the exercising of judgement, particularly during a period of change in the underlying business and as a strategy of growth and performance improvement is pursued. In undertaking this assessment directors have regards to estimates of future profitability, discount rates and/or multiples of value that might be realised on sale. Each of these elements is subject to estimation uncertainty that may be subject to future revision and such uncertainty is heightened by the relatively early stage of the company's development in its present form. Having undertaken a review as at 31st December 2022 the directors do not consider that any material impairment has arisen.
The audit fees for the year and the prior year have been borne by the parent company Vita Health Group Limited.
The company has no employees, other than directors who did not receive any remuneration (2021:£Nil)
Details of the company's subsidiaries at 31 December 2022 are as follows:
Registered office addresses (all UK unless otherwise indicated):
The company's ordinary shares, which carry no right to fixed income , each carry the right to one vote at general meetings of the company.
The company is part to a debenture in favour of Shawbrook Bank Limited in respect of borrowings of it's immediate parent company Vita Health Group Limited a fixed and floating charge over all assets of the company.
The company's immediate parent company as at 31 December 2022 was Vita Health Group Limited.
The company's ultimate parent company as at 31 December 2022 was Kingfisher Topco Limited.
The smallest group in which the results of the company are consolidated is that headed by Vita Health Group Limited. The consolidated accounts of Vita Health Group Limited are available from its registered office First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA.
The largest group in which the results of the company are consolidated is that headed by Kingfisher Topco Limited. The consolidated accounts of Kingfisher Topco Limited are available from its registered office First Floor Premises, 14 Woolhall Street, Bury St. Edmunds, IP33 1LA.