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Registered number: 13117728










EMED GROUP HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
EMED GROUP HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
P J Campling 
R J Harvey 
S Spink JR 
M Kerins 
C Smith 
A Thaper 
G W Buckle (appointed 4 May 2023)




Registered number
13117728



Registered office
3rd Floor 22 Cross Keys Close

London

W1U 2DW




Independent auditor
MHA

Victoria Court

17-21 Ashford Road

Maidstone

Kent

ME14 5DA





 
EMED GROUP HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 4
Directors' Report
 
 
5 - 7
Independent Auditor's Report
 
 
8 - 11
Consolidated Statement of Comprehensive Income
 
 
12
Consolidated Balance Sheet
 
 
13
Company Balance Sheet
 
 
14
Consolidated Statement of Changes in Equity
 
 
15
Company Statement of Changes in Equity
 
 
16
Consolidated Statement of Cash Flows
 
 
17 - 18
Consolidated Analysis of Net Debt
 
 
19
Notes to the Financial Statements
 
 
20 - 42


 
EMED GROUP HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their Annual Report, comprising the Strategic Report and Directors' Report, and audited financial statements of EMED Group Holdings Limited ("the Company", or "EMED") for the year ended 31 December 2023.
The Company heads up a group consisting of the companies listed in note 16 of these financial statements ("the Group"). The principal activity of the Group is to provide patient transport services in the healthcare industry.
On 1st February 2023, the Group acquired the entire share capital of ERS Transition Limited – Trading as EMED Group Limited. (“ERS Transition”).

Business review
 
Following the acquisition of ERS Transition, the business has made significant investment in a full integration program of operational and system integration across the group which has provided a market leading scalable, secure and data lead platform to increase value to our service users and patients. EMED forecasts substantial growth in 2024/25 from successful NHS bid procurement processes.
EMED is now the UK’s leading national provider of Non Emergency Ambulance transport and medical courier services, operating 62 long term NHS contracts through a nationwide infrastructure of 55 locations, 2,700 employees and 1,200 vehicles.
The EMED vision is to improve the wellbeing of patients in communities by enabling access to vital health and social care services.  The Group is segmented into four operating divisions which provide complimentary and integrated services to our customer ICBs, NHS trusts and Local Authorities.  The Group has been able to leverage the extensive nationwide footprint and invested in two new divisions Safe Care and Community Care, which include dedicated divisional leadership.
 
Patient Care is EMED's largest division and has successfully tendered a further £57m of Annual Contract Value to be mobilised in 2024.
Safe Care provides wholistic services to a range of service users with Mental Health conditions.
Community Care is SEND transport from home to school services for children and adults with special needs and disabilities.
Courier Services provide the NHS and local community embedded services which bring key medication, equipment and care directly to the healthcare setting.  Our capabilities include pathology courier and in home diagnostics support through a dedicated fleet of cold storage vehicles.

Turnover increased during 2023 from £56,426,169 to £108,904,460 driven primarily from the business combination of ERS Transition with EZEC Medical Transport, both trading as EMED Group Limited.  ERS Transition turnover for the 11 month period was £49,468,962.
The Group incurred higher non-recurring costs of £2,997,661 (2022: £746,404) of which £1,399,962 related to the Group investment in the integration of Ezec and ERS, and £1,422,680 of exceptional wages costs following the acquisition by the Group.  
The Group's balance sheet shows a net asset position of £2,430,394 (2022: £6,492,924). 
EMED Group secured lending of a senior financing facility which has been fully drawn to satisfy the acquisition of ERS and refinancing of Shareholder loan notes. The Board are satisfied that adequate finance is in place to take advantage of business opportunities and the directors consider the state of affairs to be satisfactory. The Group continues to expand and look for further business opportunities such that it expects turnover to continue to increase in 2024.

Page 1

 
EMED GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Principal risks and uncertainties
 
The Group is subject to competition for key contracts which are let periodically in open tender. The Group maintains close links with all customers and focuses on quality of service to maximise retention of contracts.
The Group has seen significant inflationary pressures and wage increases recently and continues to see this resonate in the supply chain. Furthermore, the labour market remains tight due to the general economy presenting ongoing recruitment and retention challenges. The Group mitigates inflationary pressures through customer conversations, and has a systematic approach to its people agenda.
Barriers to entry are high, and mobilising new contracts rely on an effective vehicle procurement and financing process. EMED have mitigated procurement delay by successfully forming a strategic partnership with a vehicle procurement specialist, from which the business needs are anticipated to be met.

Financial key performance indicators
 

Unit
2023
2022
Turnover
£'000
108,906
56,426
Gross margin
%
27
22
Operating (loss)/ profit
£'000
(347)
4,275
Direct Labour costs
% of turnover
59
56


Other key performance indicators
 
With people being a critical part of our business, staff retention and related employee data is monitored closely, staff turnover has decreased from the beginning of the year from 39% to 30% and management believe a target of below 30% can be achieved with a continued focus on the Employee Value Proposition and creating the right culture and environment for staff to work in.

Page 2

 
EMED GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' statement of compliance with duty to promote the success of the Group
 
The directors consider that they have acted in good faith and a way most likely to promote the success of the Group for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2023.
Colleague engagement 
Our employees are a fundamental asset of the business and are jointly responsible in delivering our long term plans. The Group invests in ongoing training as well as employee incentive and rewards schemes to promote the talent and contributions of its workforce. The Group carefully considers the interest of employees in key decision making and their health and safety is a priority.
Town Hall meetings and regular colleague briefings are used to share regular news and updates.
Disabled employees
The Group has continued its policy of giving disabled people full and fair consideration for all job vacancies for which they offer themselves as suitable applicants, having regard to their particular aptitudes and abilities. Training and career development opportunities are available to all employees and we continue to endeavour to retrain any member of staff who develops a disability during employment with the group. 
It is group policy that there should be effective communication with all employees who, subject to practical and commercial consideration, are consulted and involved in decisions that affect their current job or future prospects.
Engagement with suppliers, customers and other relationships
The Group's long term strategy is to retain and increase the number of contracts with the NHS by providing a safe and quality led service. The Board of directors and the executive management undertake monitoring of performance of the services delivered on an ongoing basis to identify threats and to action strategic changes where needed. The Group is committed to providing a high level of service to its customers, and regular discussions take place with them to ensure that expectations are met as set out below.
Communication
The Group makes full use of effective video and written communication which is now embedded with our employees, customers and suppliers.
On a wider subject of communications, we are committed to sharing as much as is appropriate with our colleagues which includes business performance and strategic updates on project activity to name a few and some of the channels we use are as outlined in the engagement section above.
Risk management and governance
As we continue to grow, our business and our risk environment also become more complex. It is vital that we effectively identify, evaluate, manage and mitigate the risks we face and that we continue to evolve our approach to risk management. The Group has invested heavily in its governance team, systems and processes, and believes that it is market leader in this space.
Business relationships
Our strategy prioritises growth driven by successful tendering for long term contracts across the UK which is driven by active management of our supplier and customer relationships. We value all of our suppliers, and will continue to strengthen key relationships in the coming years.
 
Page 3

 
EMED GROUP HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Community & environment
Our group approach is to use our position of strength to create positive change for our local people and communities and one of our commitments is to identify charitable partners who we can work with to provide employment and work-related opportunities. This will primarily be targeted at offering employability opportunities to 'disadvantaged, young, vulnerable or veterans' who are seeking employment after some time unemployed.
The Group has established the EMED Foundation that has two main objectives: (i) to alleviate financial hardship for colleagues by providing assistance in the form of short term support to start or attend work, receive medical treatment after illness and/or grants and loans where deemed appropriate to enable health or employability benefits; and (ii) contribute and support local community charitable events and community ‘friendship’ assistance as requested by local management teams.


This report was approved by the board and signed on its behalf.



................................................
R J Harvey
Director

Date: 28 August 2024

Page 4

 
EMED GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £4,117,530 (2022 - profit £2,231,831).

There were no dividends paid and declared during the period by the Company.

Directors

The directors who served during the year were:

P J Campling 
R J Harvey 
S Spink JR 
M Kerins 
C Smith 
A Thaper 
G W Buckle (appointed 4 May 2023)

Qualifying third party indemnity provisions

Qualifying third party indemnity insurance is provided for all directors of the group throughout their tenure. 

Page 5

 
EMED GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Streamlined Energy and Carbon Report (SECR)

The emissions and energy consumption information disclosed has been collated in line with the “Environmental Reporting Guidelines: Including streamlined energy and carbon reporting guidance March 2019”.
The Company’s greenhouse gas emissions and energy consumption for the year are:



2023
2022
Emission
Source
tCO2e
kWH
tCO2e
kWH
Scope 1
Gaseous fuel
85.3
466,168
109.8
601,485

Passenger vehicles
119.8
501,081
117.9
488,990

Delivery vehicles
9,110.3
38,119,376
9,608.5
39,845,741

Subtotal
9,315.3
39,086,625
9,836.2
40,936,215
Scope 2
Grid electricity
206.4
996,799
209.7
1,084,539
Scope 3
Grey fleet
165.0
680,531
132.8
538,277
Total

9,686.7
40,763,955
10,178.8
42,559,031
YoY movement

-4.8%
-4.2%



The 2022 baseline for Scope 1 passenger and delivery vehicle emissions were calculated using mileage. For a more accurate indication on emissions, the basis of calculation has been amended to litres of fuel used. The 2022 baseline data has been recalculated to reflect this. 
The main quantifiable factor to which the Company can express it’s emission in relation to its main activity is occupancy of the fleet vehicles, as shown below: 
 

2023
2022

tCO2e
kWH
tCO2e
kWH
Occupancy
3.4
14,168.9
3.8
16,041.9
YoY movement                       -12.2%                         -11.7%

The Group continues investing in its energy efficiency through investment in its fleet of vehicles which include purchasing fully electric vehicles and using a fleet management platform that optimises driver behaviours. The platform sees that existing vehicles are fitted with in-cab devices which monitor driver behaviour, braking, and acceleration. The drivers are given a score and benchmarked against a set of metrics. This active and positive engagement with drivers is aimed at increased efficiency on fuel economy and CO2 emissions.

Matters covered in the Group Strategic Report

Certain items required under Schedule 7 to be disclosed in the Directors' Report are set out in the Strategic Report in accordance with S.414C(II) of the Companies Act 2006; these being the Group's policies with respect to employment of disabled persons, employee engagement, engagement with suppliers, customers & others, principal risks & uncertainties, and key performance indicators.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.

Page 6

 
EMED GROUP HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

Since the year end date, the Group established the registration of the EMED Foundation charity, registered charity number 1207240, which was registered by the Charity Commission for England and Wales on 28 February 2024.  The Charity has two main objectives, (i) to alleviate financial hardship for colleagues by providing assistance in the form of short term support to start or attend work, receive medical treatment after illness and/or grants and loans where deemed appropriate to enable health or employability benefits; and (ii) contribute and support local community charitable events and community ‘friendship’ assistance as requested by local management teams.  The Charity is managed and controlled by a separate Board of trustees and no direct control is provided by the Executive management of EMED Group Holdings Limited.

Auditor

The auditor, MHAwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
R J Harvey
Director

Date: 28 August 2024

Page 7

 
EMED GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMED GROUP HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of EMED Group Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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 Group's or the parent 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.


Page 8

 
EMED GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMED GROUP HOLDINGS LIMITED (CONTINUED)


Other information


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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 9

 
EMED GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMED GROUP HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management around actual and potential litigation claims;
Enquiry of entity staff to identify any instances of non-compliance with laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias;
Reviewing minutes of meetings of those charged with governance; and
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulation.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditor's Report.


Page 10

 
EMED GROUP HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF EMED GROUP HOLDINGS LIMITED (CONTINUED)


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 2006Our 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.





Duncan Cochrane-Dyet BSc BFP FCA (Senior Statutory Auditor)
for and on behalf of
MHA
Statutory Auditor
Maidstone
United Kingdom

30 August 2024

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)
Page 11

 
EMED GROUP HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
108,904,460
56,426,169

Cost of sales
  
(79,261,152)
(44,093,086)

Gross profit
  
29,643,308
12,333,083

Administrative expenses
  
(26,992,656)
(11,102,448)

Non-recurring costs
 13 
(2,997,661)
(746,404)

Other operating income
 5 
-
3,790,445

Operating (loss)/profit
 6 
(347,009)
4,274,676

Interest receivable and similar income
 10 
17,761
779

Interest payable and similar expenses
 11 
(4,188,019)
(986,720)

(Loss)/profit before taxation
  
(4,517,267)
3,288,735

Tax on (loss)/profit
 12 
399,737
(1,056,904)

(Loss)/profit for the financial year
  
(4,117,530)
2,231,831

(Loss)/profit for the year attributable to:
  

Owners of the parent Company
  
(4,117,530)
2,231,831

  
(4,117,530)
2,231,831

There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 20 to 42 form part of these financial statements.

Page 12

 
EMED GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13117728

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
38,449,424
19,729,963

Tangible assets
 15 
1,735,566
938,346

  
40,184,990
20,668,309

Current assets
  

Debtors: amounts falling due after more than one year
 17 
316,771
-

Debtors: amounts falling due within one year
 17 
16,569,927
15,755,307

Cash at bank and in hand
 18 
1,906,354
3,058,944

  
18,793,052
18,814,251

Creditors: amounts falling due within one year
 19 
(28,587,749)
(32,989,636)

Net current liabilities
  
 
 
(9,794,697)
 
 
(14,175,385)

Total assets less current liabilities
  
30,390,293
6,492,924

Creditors: amounts falling due after more than one year
  
(27,959,899)
-

Provisions for liabilities
  

Net assets
  
2,430,394
6,492,924


Capital and reserves
  

Called up share capital 
 23 
5,854,950
5,854,400

Share premium account
 24 
985,050
930,600

Capital redemption reserve
 24 
1,720,000
1,720,000

Profit and loss account
 24 
(6,129,606)
(2,012,076)

  
2,430,394
6,492,924


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



................................................
R J Harvey
Director

Date: 28 August 2024

The notes on pages 20 to 42 form part of these financial statements.

Page 13

 
EMED GROUP HOLDINGS LIMITED
REGISTERED NUMBER: 13117728

COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
2
2

  
2
2

Current assets
  

Debtors: amounts falling due within one year
 17 
10,618,324
10,618,324

  
10,618,324
10,618,324

Creditors: amounts falling due within one year
 19 
(1,948,816)
(1,982,926)

Net current assets
  
 
 
8,669,508
 
 
8,635,398

Total assets less current liabilities
  
8,669,510
8,635,400

  

  

Net assets
  
8,669,510
8,635,400


Capital and reserves
  

Called up share capital 
 23 
5,854,950
5,854,400

Share premium account
 24 
985,050
930,600

Capital redemption reserve
 24 
1,720,000
1,720,000

Profit and loss account brought forward
  
130,400
140,000

Loss/(profit) for the year
  
(20,890)
1,963,726

Other changes in the profit and loss account

  

-
(1,973,326)

Profit and loss account carried forward
  
109,510
130,400

  
8,669,510
8,635,400


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
R J Harvey
Director

Date: 28 August 2024

The notes on pages 20 to 42 form part of these financial statements.

Page 14

 
EMED GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
7,514,400
930,600
60,000
(2,270,581)
6,234,419



Profit for the year
-
-
-
2,231,831
2,231,831

Purchase of own shares
-
-
1,660,000
(1,973,326)
(313,326)

Shares cancelled during the year
(1,660,000)
-
-
-
(1,660,000)



At 1 January 2023
5,854,400
930,600
1,720,000
(2,012,076)
6,492,924



Loss for the year
-
-
-
(4,117,530)
(4,117,530)

Shares issued during the year
550
54,450
-
-
55,000


At 31 December 2023
5,854,950
985,050
1,720,000
(6,129,606)
2,430,394


The notes on pages 20 to 42 form part of these financial statements.

Page 15

 
EMED GROUP HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 January 2022
7,514,400
930,600
60,000
140,000
8,645,000



Profit for the year
-
-
-
1,963,726
1,963,726

Purchase of own shares
-
-
1,660,000
(1,973,326)
(313,326)

Shares cancelled during the year
(1,660,000)
-
-
-
(1,660,000)



At 1 January 2023
5,854,400
930,600
1,720,000
130,400
8,635,400



Loss for the year
-
-
-
(20,890)
(20,890)

Shares issued during the year
550
54,450
-
-
55,000


At 31 December 2023
5,854,950
985,050
1,720,000
109,510
8,669,510


The notes on pages 20 to 42 form part of these financial statements.

Page 16

 
EMED GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(4,117,530)
2,231,831

Adjustments for:

Amortisation of intangible assets
4,538,140
1,358,610

Depreciation of tangible assets
853,233
345,323

Loss on disposal of tangible assets
(4,973)
-

Interest paid
4,188,019
986,720

Interest received
(17,761)
(779)

Taxation charge
(399,737)
1,056,904

Decrease/(increase) in debtors
8,435,127
(9,567,724)

(Decrease)/increase in creditors
(9,191,436)
12,651,263

Corporation tax (paid)/received
(2,431,110)
924,776

Net cash generated from operating activities

1,851,972
9,986,924


Cash flows from investing activities

Purchase of subsidiary undertakings (net of cash obtained) - note 25
(26,157,806)
(8,295,000)

Purchase of tangible fixed assets
(743,294)
(699,172)

Sale of tangible fixed assets
10,562
-

Interest received
17,761
779

Net cash from investing activities

(26,872,777)
(8,993,393)
Page 17

 
EMED GROUP HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


2023
2022

£
£



Cash flows from financing activities

Issue of ordinary shares
55,000
-

Other new loans
47,195,850
1,991,874

Repayment of other loans
(20,019,732)
-

Interest paid
(3,362,903)
-

Purchase of own shares
-
(1,973,326)

Net cash used in financing activities
23,868,215
18,548

Net (decrease)/increase in cash and cash equivalents
(1,152,590)
1,012,079

Cash and cash equivalents at beginning of year
3,058,944
2,046,865

Cash and cash equivalents at the end of year
1,906,354
3,058,944


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,906,354
3,058,944

1,906,354
3,058,944


The notes on pages 20 to 42 form part of these financial statements.

Page 18

 
EMED GROUP HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023





At 1 January 2023
Cash flows
Acquisition of subsidiary
At 31 December 2023
£

£

£

£

Cash at bank and in hand

3,058,944

(4,147,775)

2,995,185

1,906,354

Debt due after 1 year

-

(26,765,653)

-

(26,765,653)

Debt due within 1 year

(10,418,495)

(1,235,581)

-

(11,654,076)


(7,359,551)
(32,149,009)
2,995,185
(36,513,375)

The notes on pages 20 to 42 form part of these financial statements.

Page 19

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

EMED Group Holdings Limited is a private company limited by shares and is incorporated in England and Wales, in the United Kingdom. The address of the registered office is 3rd Floor 22 Cross Keys Close, London, W1U 2DW. 
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £1.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

The directors have assessed that there are no significant doubts in the company's ability to continue as a going concern. As a result, the financial statements have been prepared on a going concern basis.

Page 20

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of patient transport services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Group will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Group as lessee

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

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

Page 21

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

NHS pension scheme
The Group provides certain members of staff access to the NHS Pension Scheme. The scheme is an unfunded, defined benefit scheme that covers NHS employers, General Practices and other bodies, allowed under the direction of the Secretary of State, in England and Wales. The scheme is not designed to be run in a way that would enable employing bodies to identify their share of the underlying scheme assets and liabilities. Therefore, the scheme is accounted for as if it were a defined contribution scheme; the cost to the employer of participating in the scheme is taken as equal to the contributions payable to the scheme for the accounting period.

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 22

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.10

Non-recurring costs

Non-recurring costs are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.11

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 10 years.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold improvements
-
Shorter of life of lease or 30 years
Motor vehicles and equipment
-
3 - 10 years
Fixtures and fittings
-
3 - 5 years
Office and computer equipment
-
3 - 5 years
Medical equipment
-
5 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.13

Valuation of investments

Investments in subsidiaries are measured at cost less any accumulated impairment.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 23

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.


 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.17

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties, and the time value of money unless this is immaterial.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.18

Mobilisation expenditure

Expenditure incurred in setting up new contracts is held in prepayments and released as operational expenditure in the statement of comprehensive income over the life of the contract to which it relates.

Page 24

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.19

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance Sheet when the Group becomes party to the contractual provisions of the instrument.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Page 25

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management has to make judgements on how to apply the Group accounting policies and make estimates about the future. The critical judgements that have been made in arriving at the amounts recognised in the financial statements and the key areas of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying value of assets and liabilities in the next financial year, are discussed below: 
(a) Useful economic lives of tangible assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful economic lives and residual values of the assets. The useful economic lives and residual values are reassessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and physical condition of the assets. See Note 15 for the carrying amount of tangible assets, and Note 2.12 for the useful economic lives for each class of assets. 
(b) Impairment of tangible fixed assets
Management assesses annually whether there are indicators of impairment of the Group's tangible fixed assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset. No impairment has been identified in the year (2022: none). 
(c) Impairment of investments and goodwill
Management assesses annually whether there are indicators of impairment of the Group's investments and goodwill. Factors taken into consideration in reaching such a decision include the economic viability and the current and expected future financial performance of the investments. Goodwill is amortised over a period of 10 years, being the director's best estimate of its useful expected life. No impairment has been identified in the year (2022: none).
(d) Provisions for doubtful debts
The directors are required to make an assessment as to the recoverability of trade debtors. Provisions are recognised against trade debtors where required.  
(e) Treatment of fleet vehicle leases
All patient transport vehicles are leased. Under the lease arrangements, the directors judge that the risks and rewards incidental to ownership have not been substantially and fully transferred to the Company, and therefore all such leases are accounted for as operating leases.

Page 26

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Patient transport services
108,904,460
56,426,169

108,904,460
56,426,169


All turnover for both years arose within the United Kingdom.


5.


Other operating income

2023
2022
£
£

Other operating income
-
3,790,445

-
3,790,445


Amounts shown as other operating income represent proceeds from HMRC following the outcome of a VAT tribunal.


6.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Other operating lease rentals
7,973,482
3,198,245

Page 27

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Auditor's remuneration

2023
2022
£
£

Fees payable to the Company's auditor and its associates for the audit of the consolidated and parent Company's financial statements
6,700
5,075

Fees payable to the Company's auditor for the audit of subsidiary entities
130,018
41,390

Fees payable to the Company's auditor and its associates in respect of:

Taxation services
18,708
9,370

All non-audit services not included above

52,961
14,345

Total
208,387
70,180


8.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£


Wages and salaries
58,311,301
28,622,385
-
-

Social security costs
4,823,424
2,402,142
-
-

Cost of defined contribution scheme
1,781,825
828,144
-
-

64,916,550
31,852,671
-
-


The average monthly number of employees, including the directors, during the year was as follows:



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
7
7
7
7



Administration
378
263
-
-



Support
2,497
1,151
-
-

2,882
1,421
7
7

Page 28

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
367,900
305,000

Group contributions to defined contribution pension schemes
24,025
16,072

391,925
321,072


During the year retirement benefits were accruing to 2 directors (2022 - 2 in respect of defined contribution pension schemes.

The highest paid director received remuneration of £186,400 (2022 - £164,000).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £11,350 (2022 - £7,947).


10.


Interest receivable

2023
2022
£
£


Other interest receivable
17,761
779

17,761
779


11.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
34,141
-

Loan interest payable
4,070,851
986,720

Other interest payable
83,027
-

4,188,019
986,720

The interest on loans and loan notes (note 21) accrues and is payable when loans are settled. Loans  settled during the year are detailed on the Consolidated Statement of Cash Flows. 

Page 29

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
1,087,559

Adjustments in respect of previous periods
44,606
(20,528)


44,606
1,067,031


Total current tax
44,606
1,067,031

Deferred tax


Origination and reversal of timing differences
(444,343)
(10,127)

Total deferred tax
(444,343)
(10,127)


Tax on (loss)/profit
(399,737)
1,056,904
Page 30

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 23.5% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(4,517,267)
3,288,735


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5% (2022 - 19%)
(1,061,558)
624,860

Effects of:


Non-tax deductible amortisation of goodwill and impairment
1,047,574
258,136

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
374,693
163,328

Fixed asset differences
(11,304)
34,245

Utilisation of tax losses
-
(2,085)

Adjustments to tax charge in respect of prior periods
-
(20,528)

Short-term timing difference leading to an increase (decrease) in taxation
-
(1,052)

Non-taxable income
(10,128)
-

Adjustment to brought forward values
(1,864)
-

Deductions in respect of exercised share options
(1,162,638)
-

Hybrid and other mismatches adjustments
203,391
-

Adjustments in respect of prior periods
44,606
-

Adjustments in respect of prior periods (deferred tax)
(767)
-

Remeasurement of deferred tax for changes in tax rates
(34,109)
-

Movement in deferred tax not recognised
132,798
-

Other differences leading to an increase (decrease) in the tax charge
79,569
-

Total tax charge for the year
(399,737)
1,056,904


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

On 1 April 2023, the Corporation Tax main rate changed from 19% to 25%.

Page 31

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Non-recurring costs

2023
2022
£
£


Restructuring costs relating to the integration of ERS Transition - trading as EMED Group Limited
1,399,962
-

Other restructuring costs
175,019
745,404

Dilapidation costs
-
1,000

Cost of living payment to employees
1,422,680
-

2,997,661
746,404

Non-recurring costs are deductible against taxation (2022 - deductible).


14.


Intangible assets

Group





Goodwill

£



Cost


At 1 January 2023
21,881,095


Additions (note 25)
22,849,894


On acquisition of subsidiary
407,707



At 31 December 2023

45,138,696



Amortisation


At 1 January 2023
2,151,132


Charge for the year on owned assets
4,538,140



At 31 December 2023

6,689,272



Net book value



At 31 December 2023
38,449,424



At 31 December 2022
19,729,963



Page 32

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group






Leasehold improvements
Motor vehicles and equipment
Fixtures and fittings
Office and computer equipment
Medical equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
437,972
300,517
172,535
1,209,057
227,679
2,347,760


Additions
73,404
32,892
22,069
598,914
16,015
743,294


Acquisition of subsidiary
389,534
82,457
323,315
117,442
-
912,748


Disposals
(161,658)
(373,107)
(111,084)
(443,945)
(48,075)
(1,137,869)



At 31 December 2023

739,252
42,759
406,835
1,481,468
195,619
2,865,933



Depreciation


At 1 January 2023
327,209
183,043
90,374
646,621
162,167
1,409,414


Charge for the year
250,163
59,279
149,724
363,389
30,678
853,233


Disposals
(222,894)
(351,800)
(86,990)
(427,297)
(43,299)
(1,132,280)



At 31 December 2023

354,478
(109,478)
153,108
582,713
149,546
1,130,367



Net book value



At 31 December 2023
384,774
152,237
253,727
898,755
46,073
1,735,566



At 31 December 2022
110,763
117,474
82,161
562,436
65,512
938,346

Page 33

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
2



At 31 December 2023
2





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

EMED Group Midco Limited
3rd Floor 22 Cross Keys Close, London, W1U 2DW
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

EMED Group Subco Limited
3rd Floor 22 Cross Keys Close, London, W1U 2DW
Ordinary
100%
EMED Group Limited
3rd Floor 22 Cross Keys Close, London, W1U 2DW
Ordinary
100%
EMED Holdings Limited
Terminal Building, Redhill Aerodrome, Kingsmill Lane Redhill, Surrey, RH1 5YP
Ordinary
100%
Ezec Medical Transport Services - trading as EMED Group Limited
Terminal Building, Redhill Aerodrome, Kingsmill Lane Redhill, Surrey, RH1 5YP
Ordinary
100%
ERS Transition - trading as EMED Group Limited
Angels Wing 1 Whitehouse Street, Hunslet, Leeds, England, LS10 1AD
Ordinary
100%

Page 34

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Prepayments and accrued income
316,771
-
-
-

316,771
-
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
11,121,455
1,796,242
-
-

Amounts owed by group undertakings
-
-
10,618,324
10,618,324

Other debtors
1,798,513
12,250,633
-
-

Prepayments and accrued income
2,810,919
1,508,917
-
-

Tax recoverable
197,697
199,515
-
-

Deferred taxation
641,343
-
-
-

16,569,927
15,755,307
10,618,324
10,618,324


Amounts owed by group undertakings are unsecured, interest free and repayable on demand. 


18.


Cash and cash equivalents

Group
Group
2023
2022
£
£

Cash at bank and in hand
1,906,354
3,058,944

1,906,354
3,058,944


Page 35

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other loans
11,654,076
10,418,495
-
-

Trade creditors
2,646,220
832,951
10,800
-

Amounts owed to group undertakings
-
-
1,938,016
1,982,926

Corporation tax
-
2,191,322
-
-

Other taxation and social security
1,272,966
602,647
-
-

Other creditors
909,962
11,535,554
-
-

Accruals and deferred income
12,104,525
7,408,667
-
-

28,587,749
32,989,636
1,948,816
1,982,926


Information on other loans is disclosed in note 21.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand.
Other creditors in 2022 included a VAT reimbursement receivable from HMRC of £5,800,000 that is due to the vendors of the company when it was acquired in 2021, plus deferred consideration of £5,292,000.


20.


Creditors: Amounts falling due after more than one year

Group
Group
2023
2022
£
£

Other loans
26,765,653
-

Other creditors
1,194,246
-

27,959,899
-




Page 36

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2023
2022
£
£

Amounts falling due within one year

Other loans
11,654,076
10,418,495

Amounts falling due 1-2 years

Other loans
2,168,685
-

Amounts falling due 2-5 years

Other loans
24,596,968
-


38,419,729
10,418,495


Other loans comprise a term loan facility and loan notes. 
The loan notes are unsecured, due within 1 year, and subject to compounding interest of 12% per annum. They were issued under a new instrument entered into in the year ('new loan notes'). Previously-issued loan notes ('old loan notes') were fully redeemed in the year for a payment of £10,458,495. Following this redemption, 14,000,000 of the new loan notes were issued at a total value of £14,000,000. 
As part of a subsequent group refinancing, 5,561,237 of the new loan notes were then redeemed for a payment of £5,561,237, plus interest arising from early redemption of £433,319. At the year end, 8,438,763 loan notes remained in issue which together with compound interest of £928,264, are held at a value of £9,267,027. Both old and new loan notes were held throughout by Cairngorm Capital Partners III LP, which was the controlling party of the Group in both current and prior years. 
The loan facility was entered into during the year as part of the Group's refinancing. The loans taken out under the facility are subject to interest at the Bank of England Base Rate plus 7.50%, and is repayable in monthly instalments from February 2024 with full settlement by January 2028. The facilities are subject to various financial covenants and are secured by property and undertakings of all direct and indirect subsidiary undertakings of the company, by way of fixed and floating charges.

Page 37

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

22.


Deferred taxation


Group



2023
2022


£

£






At beginning of year
-
(10,127)


Credited to profit or loss
444,343
10,127


Arising on business combinations
197,000
-



At end of year
641,343
-

Group
2023
£

Fixed asset timing differences
(4,920)

Losses and other deductions
461,691

Short term timing differences
184,572

641,343


23.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



855,000 (2022 - 855,000) Class A shares of £0.01 each
8,550
8,550
40,000 (2022 - 40,000) Class B shares of £0.01 each
400
400
100,000 (2022 - 45,000) Class C shares of £0.01 each
1,000
450
5,845,000 (2022 - 5,845,000) Preference shares of £1.00 each
5,845,000
5,845,000

5,854,950

5,854,400

Page 38

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.Share capital (continued)

Each Class A, B and C share is entitled to one vote per share and rank pari passu. These shares are not redeemable.
The preference shares do not entitle their holders to receive or exercise voting rights in respect of any written resolution of the company, or to receive notice, attend or speak at a general meeting.
Each preference share is entitled a a non-cumulative net cash dividend equal to 12% per annum on the amount for the time being paid up in respect of the preference share. This dividend is discretionary being subject to the resolution of the board, and will be paid in priority to the holder of any other class of share. The preference shares are redeemable at their issue price together with any unpaid preference dividends on a winding up, or at any time at the discretion of the company. 
During the year, NIL (2022: 1,660,000) preference shares were redeemed by the company for consideration of £NIL (2022: £1,973,326).
During the year, the Company issued 55,000 (2022: NIL) Class C shares with an aggregate nominal value of £550 for total consideration of £55,000 (2022: £NIL). 





24.


Reserves

Share premium account

The share premium account represents the excess of the issue price over the par value of the shares issued. 

Capital redemption reserve

The capital redemption reserves represents the amount of share capital that has been repurchased by the Company. 

Profit and loss account

The profit and loss account represents accumulated comprehensive income net of dividends and other adjustments.

Page 39

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.
 

Business combinations

On 1 February 2023, 100% of the share capital of ERS Transition Limited was acquired by EMED Group Limited. The purchase method of accounting has been used for this business combination, and details on the cost of the combination as well as amounts recognised on the date of acquisition can be seen below.
The useful life of goodwill arising from this business combination cannot be reliably estimated. As such, a period of ten years has been used.
Recognised amounts of identifiable assets acquired and liabilities assumed are as follows:


Book value
Fair value
£
£

Fixed Assets

Tangible
887,129
887,129

Intangible
400,693
400,693

1,287,822
1,287,822

Current Assets

Debtors
8,926,993
8,926,993

Cash at bank and in hand
2,995,185
2,995,185

Total Assets
13,210,000
13,210,000

Creditors

Due within one year
(5,397,196)
(5,397,196)

Due after more than one year
(466,668)
(466,668)

Total Identifiable net assets
7,346,136
7,346,136


Goodwill
22,968,478

Total purchase consideration
30,314,614

Consideration

£


Cash
28,496,420

Deferred cash consideration
1,161,623

Directly attributable costs
656,571

Total purchase consideration
30,314,614

Page 40

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

25.Business combinations (continued)

Cash outflow on acquisition

£


Purchase consideration settled in cash, as above
28,496,420

Directly attributable costs
656,571

29,152,991

Less: Cash and cash equivalents acquired
(2,995,185)

Net cash outflow on acquisition
26,157,806

The results of ERS Transition Limited since acquisition are as follows:

Current period since acquisition
£

Turnover
49,406,930

Profit before tax for the period since acquisition
1,935,444


26.


Pension commitments

The group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the group to the fund and amounted to £1,781,825 (2022: £828,144) There were outstanding contributions of £511,665 (2022: £134,233) payable to the fund included in other creditors at the balance sheet date. 

Page 41

 
EMED GROUP HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

27.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2023
2022
£
£

Buildings

Not later than 1 year
1,637,093
879,188

Later than 1 year and not later than 5 years
3,535,173
2,600,980

Later than 5 years
809,817
428,269

5,982,083
3,908,437
Group
Group
2023
2022
£
£

Vehicles

Not later than 1 year
4,178,185
400,094

Later than 1 year and not later than 5 years
6,745,334
1,784,691

Later than 5 years
141,860
220,241

11,065,379
2,405,026


28.


Post balance sheet events

Since the year end date, the Group established the registration of the EMED Foundation charity, registered charity number 1207240, which was registered by the Charity Commission for England and Wales on 28 February 2024.  The Charity has two main objectives, (i) to alleviate financial hardship for colleagues by providing assistance in the form of short term support to start or attend work, receive medical treatment after illness and/or grants and loans where deemed appropriate to enable health or employability benefits; and (ii) contribute and support local community charitable events and community ‘friendship’ assistance as requested by local management teams.  The Charity is managed and controlled by a separate Board of trustees and no direct control is provided by the Executive management of EMED Group Holdings Limited.


29.


Controlling party

The ultimate controlling party is considered to be Cairngorm Capital Partners III LP
Page 42