Company Registration No. 03829618 (England and Wales)
VITA HEALTH SOLUTIONS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
VITA HEALTH SOLUTIONS LIMITED
COMPANY INFORMATION
Directors
Mr D M Farrell
Mr S J Foster
(Appointed 23 December 2022)
Company number
03829618
Registered office
First Floor Premises
14 Woolhall Street
Bury St. Edmunds
Suffolk
IP33 1LA
Auditor
RSM UK Audit LLP
Third Floor
T Bromley
15-17 London Road
Bromley
Kent
BR1 1DE
Business address
First Floor Premises
14 Woolhall Street
Bury St. Edmunds
Suffolk
IP33 1LA
VITA HEALTH SOLUTIONS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Directors' responsibilities statement
5
Independent auditor's report
6 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 24
VITA HEALTH SOLUTIONS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 1 -
The directors present the strategic report for the year ended 31 December 2022.
Business review and future developments
Vita Health Solutions Limited (VHS) 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 year 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.
Principal risks and uncertainties and financial risk management policies and objectives
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 stated below, the company is dependent on developing and maintaining contracts with a relatively small number of key customers, and the availability of long- term finance as the business grows.
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
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.
VITA HEALTH SOLUTIONS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
Liquidity risk
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 on a monthly basis as well as daily information regarding cash balances as required.
Operational risk
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.
Financial key performance indicators
Key performance indicators are considered to be turnover, gross profit, pre-exceptional EBITDA and operating profit.
Turnover for the company was £38,902,257 (2021: £28,465,907) with a gross profit of £8,837,457 (2021: £7,778,236) reflecting a gross profit margin of 22.7% (2021: 27.3%). Pre-exceptional EBITDA was £3,426,273 (2021: £2,994,438). Operating profit was £2,333,544 (2021: £2,179,169).
Mr D M Farrell
Director
5 October 2023
VITA HEALTH SOLUTIONS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 3 -
The directors present their annual report and financial statements for the year ended 31 December 2022.
Principal activities
The principal activity of the company continued to be that of the provision of physiotherapy and mental health services.
Results and dividends
The results for the year are set out on page 9.
No Ordinary dividends were paid (2021: £Nil). The directors do not recommend payment of a final dividend (2021: £Nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr D M Farrell
Mr S J Foster
(Appointed 23 December 2022)
Mr J P Clover
(Resigned 23 December 2022)
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The company's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the company's performance.
Auditor
In accordance with the company's articles, a resolution proposing that RSM UK Audit LLP be reappointed as auditor of the company will be put at a General Meeting.
Strategic report
Future developments are not disclosed within the Directors' Report as it is instead included within the Strategic Report on page 1 under s414c (11) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
VITA HEALTH SOLUTIONS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 4 -
Going concern
At the time of approval of the financial statements, the directors have a reasonable expectation that the company is expected to have adequate resources to continue in operational existence for a period of at least 12 months from date of approval of these statements.
In arriving at this conclusion, the directors have taken into consideration the results to date for the current year along with the group forecasts and cash flow through to 31 December 2024. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
On behalf of the board
Mr D M Farrell
Director
5 October 2023
VITA HEALTH SOLUTIONS LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2022
- 5 -
The directors are responsible for preparing the annual report 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;
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.
VITA HEALTH SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF VITA HEALTH SOLUTIONS LIMITED
- 6 -
Opinion
We have audited the financial statements of Vita Health Solutions Limited (the 'company') for the year ended 31 December 2022 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 2022 and of its 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.
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 Auditor's 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
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.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
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.
VITA HEALTH SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VITA HEALTH SOLUTIONS LIMITED
- 7 -
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 directors' report.
We have nothing to report in respect of the following matters in relation to which 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 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 directors' responsibilities statement, 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.
Auditor's 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 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.
The extent to which the audit was considered capable of detecting irregularities, including fraud
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.
VITA HEALTH SOLUTIONS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF VITA HEALTH SOLUTIONS LIMITED
- 8 -
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, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliances which may have a material impact on the financial statements which included reviewing financial statement disclosures and evaluating statutory tax information prepared by the company's tax advisers.
The audit engagement team identified the risk of management override of controls and revenue recognition as the areas where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed included but were not limited to testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant, unusual transactions and transactions entered into outside the normal course of business, challenging judgments and estimates applied, and testing of revenue cut off and completeness.
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.
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.
William Farren FCA (Senior Statutory Auditor)
For and on behalf of RSM UK Audit LLP
5 October 2023
Chartered Accountants
Statutory Auditor
Third Floor
T Bromley
15-17 London Road
Bromley
Kent
BR1 1DE
VITA HEALTH SOLUTIONS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
2022
2021
Notes
£
£
Turnover
3
38,902,257
28,465,907
Cost of sales
(30,064,800)
(20,687,671)
Gross profit
8,837,457
7,778,236
Administrative expenses
(10,804,716)
(8,524,641)
Other operating income
4,300,803
2,925,574
Operating profit
5
2,333,544
2,179,169
Interest receivable and similar income
9
65
47
Interest payable and similar expenses
10
(10,117)
(365)
Profit before taxation
2,323,492
2,178,851
Tax on profit
11
(74,768)
71,441
Profit for the financial year
2,248,724
2,250,292
The profit and loss account has been prepared on the basis that all operations are continuing operations.
VITA HEALTH SOLUTIONS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 10 -
2022
2021
Notes
£
£
£
£
Fixed assets
Goodwill
12
217,550
Other intangible assets
12
3,114,779
2,795,642
Total intangible assets
3,332,329
2,795,642
Tangible assets
13
583,423
499,234
Investments
14
1
3,915,752
3,294,877
Current assets
Stocks
15
23,541
11,193
Debtors
16
16,491,528
10,856,897
Cash at bank and in hand
1,455,282
252,684
17,970,351
11,120,774
Creditors: amounts falling due within one year
17
(11,180,049)
(6,008,758)
Net current assets
6,790,302
5,112,016
Total assets less current liabilities
10,706,054
8,406,893
Provisions for liabilities
Provisions
18
66,049
42,720
Deferred tax liability
19
27,108
(93,157)
(42,720)
Net assets
10,612,897
8,364,173
Capital and reserves
Called up share capital
21
1,000
1,000
Profit and loss reserves
10,611,897
8,363,173
Total equity
10,612,897
8,364,173
The financial statements were approved by the board of directors and authorised for issue on 5 October 2023 and are signed on its behalf by:
Mr D M Farrell
Director
Company Registration No. 03829618
VITA HEALTH SOLUTIONS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2022
- 11 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2021
1,000
6,112,881
6,113,881
Year ended 31 December 2021:
Profit and total comprehensive income for the year
-
2,250,292
2,250,292
Balance at 31 December 2021
1,000
8,363,173
8,364,173
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
2,248,724
2,248,724
Balance at 31 December 2022
1,000
10,611,897
10,612,897
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 12 -
1
Accounting policies
Company information
Vita Health Solutions 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.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
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, First Floor Premises, 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.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that thetrue
company is expected to have adequate resources to continue in operational existence for a period of at least 12 months from date of approval of these financial statements. In arriving at this conclusion, the directors have taken into consideration the results to date for the current year along with the group forecasts and cash flow through to 31 December 2024. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Turnover
Turnover represents amounts receivable for goods and services provided to customers net of trade discounts. Turnover is recognised on the accruals basis over the period to which it relates.
Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 13 -
1.4
Intangible fixed assets - goodwill
Goodwill representing the excess of the purchase price compared with the fair value of net assets acquired is capitalised and written off evenly over 5 years as in the opinion of the directors this represents the period over which the goodwill is effective. Goodwill is reviewed for impairment at the end of the first full financial year following the acquisition and in other periods if events or changes in circumstances indicate that the carrying value may not be recoverable.
1.5
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets comprise the mobilisation costs of long term contracts. Such assets are defined as having finite useful lives and the costs are amortised on a straight line basis over the length of the contract. Intangible assets are stated at cost less amortisation and are reviewed for impairment whenever there is an indication that the carrying value may be impaired.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Mobilisation costs
5 - 10 years
Software
5 years
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
5 year straight line
Fixtures and fittings
25% Reducing balance
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.7
Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.8
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 14 -
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
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 current liabilities.
1.11
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 15 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
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.
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.12
Equity instruments
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.
1.13
Taxation
The tax expense represents the sum of the current tax expense and deferred tax expense. Current tax assets are recognised when tax paid exceeds the tax payable.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 16 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.14
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.15
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
1.16
Retirement benefits
For defined contribution schemes the amount charged to the profit or loss is the contributions payable in the year. Differences between contributions payable in the year and contributions actually paid are shown as either other creditors or other debtors.
1.17
Leases
Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.
Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.18
Government grants
During the year, no applications were made under the governments Coronavirus Job Retention Scheme (2021: £31,239), as the scheme ceased in September 2021.
The company received training rebate income from Health Education England (HEE) or Integrated Care Boards (ICB) relating to trainee Psychological Wellbeing Practitioners of £4,276,496 and other non-HEE/ICB grant income of £6,000. Total income recognised in the year was £4,282,496 (2021 : £2,844,040). £70,779 (2021 : £487,097) was receivable at the year end.
2
Judgements and key sources of estimation uncertainty
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.
Key sources of estimation uncertainty
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.
Intangible assets
Goodwill is amortised over its estimated useful economic life.
Mobilisation intangibles are amortised over the life of the contract. In cases where the company controls any extension of the contract, the mobilisation intangibles are amortised over the life of the contract plus the extension if the company expects to enact this.
Debtors provisions
Assessing the adequacy of an allowance for doubtful debts necessitates an assessment of a customer's ability and agreement to pay. The combination of these factors is subject to estimation uncertainty.
3
Turnover and other revenue
2022
2021
£
£
Turnover analysed by class of business
Private clinics
1,512,146
1,059,677
Musculoskeletal
5,010,101
4,703,185
Mental health
31,361,184
21,931,294
Occupational health
765,493
771,751
Dermatology
253,333
-
38,902,257
28,465,907
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
3
Turnover and other revenue
(Continued)
- 18 -
2022
2021
£
£
Turnover analysed by geographical market
United Kingdom
38,902,257
28,465,907
2022
2021
£
£
Other revenue
Interest income
65
47
Grants received
4,282,496
2,875,279
4
Exceptional item
2022
2021
£
£
Expenditure
Exceptional item
198,269
83,974
Included within administrative costs are exceptional costs incurred in respect of staff salaries, staff redundancy, legal fees and bad debts of £198,269 (2021 : £83,974).
5
Operating profit
2022
2021
Operating profit for the year is stated after charging/(crediting):
£
£
Government grants
(4,282,496)
(2,875,279)
Depreciation of owned tangible fixed assets
162,658
123,856
(Profit)/loss on disposal of tangible fixed assets
1,847
Loss on investment in subsidiary
1
Amortisation of intangible assets
731,803
604,439
Operating lease charges
1,144,781
943,033
6
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
35,000
27,500
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 19 -
7
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Front line staff
657
477
Management and administration
202
173
Total
859
650
Their aggregate remuneration comprised:
2022
2021
£
£
Wages and salaries
23,987,156
18,582,595
Social security costs
2,287,720
1,322,265
Pension costs
1,331,380
984,886
27,606,256
20,889,746
£849,328 (2021:£747,922) relating to wages and salaries has been capitalised within mobilisation costs in intangible fixed assets during the year.
8
Directors' remuneration
2022
2021
£
£
Remuneration for qualifying services
89,167
Company pension contributions to defined contribution schemes
4,458
93,625
9
Interest receivable and similar income
2022
2021
£
£
Interest income
Interest on bank deposits
65
47
10
Interest payable and similar expenses
2022
2021
£
£
Interest on bank overdrafts and loans
365
Other interest
10,117
10,117
365
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 20 -
11
Taxation
2022
2021
£
£
Deferred tax
Origination and reversal of timing differences
56,824
(78,951)
Changes in tax rates
17,944
7,510
Total deferred tax
74,768
(71,441)
The actual charge/(credit) for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2022
2021
£
£
Profit before taxation
2,323,492
2,178,851
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2021: 19.00%)
441,463
413,982
Tax effect of expenses that are not deductible in determining taxable profit
5,475
689
Tax effect of income not taxable in determining taxable profit
(3,910)
Group relief
(378,417)
(473,998)
Fixed asset differences
(11,698)
(773)
Remeasurement of deferred tax for changes in tax rates
17,944
(11,438)
Deferred tax not recognised
4,007
Other differences
1
Taxation charge/(credit) for the year
74,768
(71,441)
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 21 -
12
Intangible fixed assets
Goodwill
Mobilisation costs
Software
Total
£
£
£
£
Cost
At 1 January 2022
159,919
2,976,313
736,008
3,872,240
Additions
269,134
634,296
365,060
1,268,490
At 31 December 2022
429,053
3,610,609
1,101,068
5,140,730
Amortisation and impairment
At 1 January 2022
159,919
843,943
72,736
1,076,598
Amortisation charged for the year
51,584
486,144
194,075
731,803
At 31 December 2022
211,503
1,330,087
266,811
1,808,401
Carrying amount
At 31 December 2022
217,550
2,280,522
834,257
3,332,329
At 31 December 2021
2,132,370
663,272
2,795,642
13
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£
£
£
Cost
At 1 January 2022
988,123
988,123
Additions
30,717
216,130
246,847
At 31 December 2022
30,717
1,204,253
1,234,970
Depreciation and impairment
At 1 January 2022
488,889
488,889
Depreciation charged in the year
2,702
159,956
162,658
At 31 December 2022
2,702
648,845
651,547
Carrying amount
At 31 December 2022
28,015
555,408
583,423
At 31 December 2021
499,234
499,234
14
Fixed asset investments
2022
2021
Notes
£
£
Investments in subsidiaries
1
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
14
Fixed asset investments
(Continued)
- 22 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2022
1
Disposals
(1)
At 31 December 2022
-
Carrying amount
At 31 December 2022
-
At 31 December 2021
1
VHG Holdco Limited was dissolved on the 19 July 2022.
15
Stocks
2022
2021
£
£
Finished goods and goods for resale
23,541
11,193
16
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
2,258,827
901,808
Amounts owed by group undertakings
12,972,172
8,401,752
Other debtors
3,083
8,188
Prepayments and accrued income
1,158,569
1,401,870
16,392,651
10,713,618
Deferred tax asset (note 19)
-
47,660
16,392,651
10,761,278
2022
2021
Amounts falling due after more than one year:
£
£
Other debtors
98,877
95,619
Total debtors
16,491,528
10,856,897
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 23 -
17
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
2,881,083
362,993
Amounts owed to group undertakings
2,658,194
1,485,154
Taxation and social security
1,060,719
719,827
Other creditors
1,775,997
1,780,122
Accruals and deferred income
2,804,056
1,660,662
11,180,049
6,008,758
18
Provisions for liabilities
2022
2021
£
£
Dilapidations
66,049
42,720
Movements on provisions:
Dilapidations
£
At 1 January 2022
42,720
Additional provisions in the year
23,329
At 31 December 2022
66,049
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
Assets
Assets
2022
2021
2022
2021
Balances:
£
£
£
£
Origination and reversal of timing differences
27,108
-
-
55,170
Changes in tax rates
-
-
-
(7,510)
27,108
-
-
47,660
VITA HEALTH SOLUTIONS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
19
Deferred taxation
(Continued)
- 24 -
2022
Movements in the year:
£
Asset at 1 January 2022
(47,660)
Charge to profit or loss
74,768
Liability at 31 December 2022
27,108
20
Retirement benefit schemes
2022
2021
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
1,331,380
984,886
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
At the year end £439,267 (2021:£953,178) remained outstanding and is included within other creditors.
21
Share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
100,000
100,000
1,000
1,000
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.
22
Financial commitments, guarantees and contingent liabilities
The company is party to a debenture in favour of Shawbrook Bank Limited in respect of borrowings of it's parent company Vita Health Group Limited a fixed floating charge over all assets of the company.
23
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2022
2021
£
£
Within one year
442,464
505,623
Between two and five years
487,812
366,796
930,276
872,419
2022-12-312022-01-01falseCCH SoftwareCCH Accounts Production 2023.100Mr D M FarrellMr S J FosterMr J P Clover038296182022-01-012022-12-3103829618bus:Director12022-01-012022-12-3103829618bus:Director22022-01-012022-12-3103829618bus:Director32022-01-012022-12-3103829618bus:RegisteredOffice2022-01-012022-12-31038296182022-12-31038296182021-01-012021-12-3103829618core:RetainedEarningsAccumulatedLosses2021-01-012021-12-3103829618core:RetainedEarningsAccumulatedLosses2022-01-012022-12-3103829618core:Goodwill2022-12-3103829618core:Goodwill2021-12-3103829618core:OtherResidualIntangibleAssets2022-12-3103829618core:OtherResidualIntangibleAssets2021-12-31038296182021-12-3103829618core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-12-3103829618core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2022-12-3103829618core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2021-12-3103829618core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2021-12-3103829618core:LeaseholdImprovements2022-12-3103829618core:FurnitureFittings2022-12-3103829618core:LeaseholdImprovements2021-12-3103829618core:FurnitureFittings2021-12-3103829618core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3103829618core:CurrentFinancialInstrumentscore:WithinOneYear2021-12-3103829618core:CurrentFinancialInstruments2022-12-3103829618core:CurrentFinancialInstruments2021-12-3103829618core:ShareCapital2022-12-3103829618core:ShareCapital2021-12-3103829618core:RetainedEarningsAccumulatedLosses2022-12-3103829618core:RetainedEarningsAccumulatedLosses2021-12-3103829618core:ShareCapital2020-12-3103829618core:RetainedEarningsAccumulatedLosses2020-12-3103829618core:Goodwill2022-01-012022-12-3103829618core:IntangibleAssetsOtherThanGoodwill2022-01-012022-12-3103829618core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2022-01-012022-12-3103829618core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2022-01-012022-12-3103829618core:LeaseholdImprovements2022-01-012022-12-3103829618core:FurnitureFittings2022-01-012022-12-310382961812022-01-012022-12-310382961812021-01-012021-12-3103829618core:UKTax2022-01-012022-12-3103829618core:UKTax2021-01-012021-12-310382961822022-01-012022-12-310382961822021-01-012021-12-310382961832022-01-012022-12-310382961832021-01-012021-12-310382961842022-01-012022-12-310382961842021-01-012021-12-3103829618core:Goodwill2021-12-3103829618core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2021-12-3103829618core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwill2021-12-31038296182021-12-3103829618core:Goodwillcore:ExternallyAcquiredIntangibleAssets2022-01-012022-12-3103829618core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2022-01-012022-12-3103829618core:Non-standardIntangibleAssetClass2ComponentIntangibleAssetsOtherThanGoodwillcore:ExternallyAcquiredIntangibleAssets2022-01-012022-12-3103829618core:ExternallyAcquiredIntangibleAssets2022-01-012022-12-3103829618core:LeaseholdImprovements2021-12-3103829618core:FurnitureFittings2021-12-3103829618core:Non-currentFinancialInstruments2022-12-3103829618core:Non-currentFinancialInstruments2021-12-3103829618core:WithinOneYear2022-12-3103829618core:WithinOneYear2021-12-3103829618core:BetweenTwoFiveYears2022-12-3103829618core:BetweenTwoFiveYears2021-12-3103829618bus:PrivateLimitedCompanyLtd2022-01-012022-12-3103829618bus:FRS1022022-01-012022-12-3103829618bus:Audited2022-01-012022-12-3103829618bus:FullAccounts2022-01-012022-12-31xbrli:purexbrli:sharesiso4217:GBP