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Registered number: 10783395










ERS TRANSITION - TRADING AS EMED GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
R J Harvey (appointed 1 February 2023)
C Smith (appointed 1 February 2023)
A T Pooley (resigned 1 February 2023)




Registered number
10783395



Registered office
Angels Wing
1 Whitehouse Street

Hunslet

Leeds

England

LS10 1AD




Independent auditor
MHA

Victoria Court

17-21 Ashford Road

Maidstone

United Kingdom

ME14 5DA





 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 

CONTENTS



Page
Strategic Report
 
 
1 - 4
Directors' Report
 
 
5 - 7
Independent Auditor's Report
 
 
8 - 11
Statement of Comprehensive Income
 
 
12
Balance Sheet
 
 
13
Statement of Changes in Equity
 
 
14
Notes to the Financial Statements
 
 
15 - 32


 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
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 ERS Transition – Trading as EMED Group Limited ("the Company", or "ERS Transition") for the year ended 31 December 2023.
The principal activity of the Company is to provide patient transport services in the healthcare industry.
On 1st February 2023, the Company’s entire share capital was acquired by EMED Group Limited (“the Group”), itself a subsidiary of the ultimate parent EMED Group Holdings Ltd. The ultimate controlling party is Cairngorm Capital Partners III LP.
The Company changed its name from “ERS Transition Limited” to the name listed on these financial statements on 9 May 2023.

Business review
 
On 1st February 2023 the Group acquired the entire share capital of ERS Transition Limited.  During the year, the two group operating companies ERS Transition and Ezec Medical Transport Services – Trading as EMED Group Limited (“Ezec”) were integrated through a specific investment program which enabled the two companies to operate as EMED Group Limited on a single operating platform.
The Group has become 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 including new divisional management. 
 
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 £52,706,878 to £53,966,140 driven primarily from annual price indexation. 
The Company's non-recurring costs of £2,113,398 (2022: £464,333) increased by £1,649,065 year on year due to the investment from the integration with Ezec.  
The Company's balance sheet shows a net asset position of £9,564,108 (2022: £7,003,991).

Page 1

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 

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

Principal risks and uncertainties
 
The Company is subject to competition for key contracts which are let periodically in open tender. The Company maintains close links with all customers and focuses on quality of service to maximise retention of contracts.
The Company 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. ERS Transition 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
53,966
52,707
Gross margin 
%
33
32
Operating (loss)/profit
£'000
2,342
4,162
Direct Labour costs
% of turnover
-44
-42


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.

Directors' statement of compliance with duty to promote the success of the Company
 
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) to (f) of the Companies Act 2006 in the decisions taken during the year ended 31 December 2023.
Disabled employees
The Company 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 regards 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 company.
It is Company policy that there should be effective communication with all employees who, subject to practical and commercial consideration, are consulted and involved in decisions that affects their current job or prospects.

Page 2

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR 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.
The Company is committed to foster an inclusive working environment to ensure all employees have the opportunity to reach their full potential and feel respected in the workplace. In Q1 2024, the Company joins the Disability Confident Scheme at the Committed level.
Town Hall meetings and regular colleague briefings are used to share regular news and updates.

Engagement with suppliers, customers and other relationships

The Company'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 Company 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

As a result of the Covid-19 pandemic, the use of effective video and written communication 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 include 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 Company 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

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 

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.
EMED Group Holdings Limited 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

 
ERS TRANSITION - TRADING AS EMED GROUP 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 Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ("FRS 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 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 for the Company'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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £2,291,928 (2022 - £3,525,169).

No dividends were paid or declared during the year (2022: £4,500,625).

Directors

The directors who served during the year were:

R J Harvey (appointed 1 February 2023)
C Smith (appointed 1 February 2023)
A T Pooley (resigned 1 February 2023)

Qualifying third party indemnity provisions

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

Page 5

 
ERS TRANSITION - TRADING AS EMED GROUP 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
45.3
247,721
69.4
380,347

Delivery vehicles
4188.6
17,531,325
4,334.8
17,976,417

Subtotal
4,233.9
17,779,046
4,404.2
18,356,764
Scope 2 
Grid electricity
126.3
609,805
134.9
697,831
Scope 3
Grey fleet
28.2
116,475
41.1
166,517
Total
5,388.4
18,505,326
4,580.2
19,221,112
YoY movement
-4.2%
-3.7%




The 2023 emission has decreased by 4.2% against the 2022 baseline emission. 
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
3.5
14,745.3
3.7
15,538.5
YoY movement
-5.6%
-5.1%



The Company 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 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 company's  principal risks and uncertainties, key performance indicators, and aspects of employee and stakeholder engagement. 

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'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's auditor is aware of that information.

Page 6

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 

Opinion


We have audited the financial statements of ERS Transition - Trading as EMED Group Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the 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 ("FRS 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 2023 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.


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 Company 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 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

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ERS TRANSITION - TRADING AS EMED GROUP 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 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.


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 directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the 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 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.


Page 9

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ERS TRANSITION - TRADING AS EMED GROUP LIMITED (CONTINUED)


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.


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, those charged with governance around actual and potential litigation and claims;
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;
reviewing financial statement disclosures and testing to supporting documentation to asses compliance with applicable laws and regulations; and
maintaining professional scepticism throughout the course of our audit work.


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

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF ERS TRANSITION - TRADING AS EMED GROUP 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

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
53,966,140
52,706,878

Cost of sales
  
(36,148,270)
(35,793,814)

Gross profit
  
17,817,870
16,913,064

Administrative expenses
  
(13,362,179)
(12,289,965)

Non-recurring costs
 11 
(2,113,398)
(461,333)

Operating profit
 5 
2,342,293
4,161,766

Interest payable and similar expenses
 9 
(64,704)
(97,015)

Profit before tax
  
2,277,589
4,064,751

Tax on profit
 10 
282,528
(539,582)

Profit for the financial year
  
2,560,117
3,525,169

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

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

The notes on pages 15 to 32 form part of these financial statements.

Page 12

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
REGISTERED NUMBER: 10783395

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 12 
323,539
407,707

Tangible assets
 13 
878,777
912,748

  
1,202,316
1,320,455

Current assets
  

Debtors: amounts falling due after more than one year
 14 
316,771
658,838

Debtors: amounts falling due within one year
 14 
10,514,071
10,402,947

Cash at bank and in hand
 15 
1,622,999
2,013,586

  
12,453,841
13,075,371

Creditors: amounts falling due within one year
 16 
(4,059,426)
(6,925,167)

Net current assets
  
 
 
8,394,415
 
 
6,150,204

Total assets less current liabilities
  
9,596,731
7,470,659

Creditors: amounts falling due after more than one year
 17 
(32,623)
(466,668)

  

Net assets
  
9,564,108
7,003,991


Capital and reserves
  

Called up share capital 
 20 
3
3

Profit and loss account
 21 
9,564,105
7,003,988

  
9,564,108
7,003,991


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 August 2024.




R J Harvey
Director

The notes on pages 15 to 32 form part of these financial statements.

Page 13

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
3
3,478,819
3,478,822



Profit for the year
-
3,525,169
3,525,169



At 1 January 2023
3
7,003,988
7,003,991



Profit for the year
-
2,560,117
2,560,117


At 31 December 2023
3
9,564,105
9,564,108


The notes on pages 15 to 32 form part of these financial statements.
Page 14

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

ERS Transition - trading as EMED Group Limited is a private company, limited by shares, incorporated in England and Wales. The address of its registered office is Angels Wing 1 Whitehouse Street, Hunslet, Leeds, England, LS10 1AD.
The financial statements are presented in pound sterling (£), the functional currency of the Company, and rounded to the nearest £1.
The company changed its name from "ERS Transition Ltd" to the name listed on these financial statements on 8 May 2023. 

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 ("FRS 102"), the Financial Reporting Standard applicable 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 management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

FRS 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of EMED Group Holdings Limited as at 31 December 2023 and these financial statements may be obtained from 3rd Floor, 22 Cross Keys Close, London, United Kingdom, W1U 2DW.

Page 15

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:

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 Company 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.

 
2.4

Operating leases: the Company 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.

 
2.5

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.

 
2.6

Borrowing costs

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

Page 16

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company 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 Company in independently administered funds.

NHS pension scheme
The company 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. 

 
2.8

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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

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 17

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Non-recurring costs

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

 
2.10

Intangible assets

Goodwill arising on the acquisition of the trade and assets of SRCL Limited, representing any excess of fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired, is capitalised and written off over its useful economic life, which is 10 years. Provision is made for any impairment.

 
2.11

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.

Depreciation is provided on the following basis:

Leasehold improvements
-
Shorter of life of lease or 30 years
Plant and machinery
-
5-10 year straight-line
Motor vehicles
-
2-3 year straight-line
Furniture, fittings and equipment
-
3-10 year straight-line
Office equipment
-
3-10 year straight-line

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.

 
2.12

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 18

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

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.

 
2.14

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.

 
2.15

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.
 
Increases in provisions are generally charged as an expense to profit or loss.

  
2.16

Mobilisation expenditure

Expenditure incurred in setting up new contracts is held in prepayments and released into the Statement of Comprehensive Income over the life of the contract to which it relates. 

Page 19

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.17

Financial instruments

The Company 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 Company's Balance Sheet when the Company 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 Company'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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other payables, bank loans and other loans 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 20

 
ERS TRANSITION - TRADING AS EMED GROUP 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 company's 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 13 for the carrying amount of tangible assets, and Note 2.11 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 company's tangible 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) 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 transferred to the Company, and therefore all such leases are accounted for as operating leases.


4.


Turnover

The whole of the turnover is attributable to the Company's principal activity, being the provision of patient transport services.

All turnover arose within the United Kingdom.


5.


Operating profit

The operating profit is stated after charging:

2023
2022
£
£

Other operating lease rentals
4,730,961
4,162,309

Page 21

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2023
2022
£
£

Fees payable to the Company's auditor and its associates for the audit of the Company's financial statements
43,500
20,500

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

Taxation compliance services
-
5,000

Corporate finance services not included above

-
132,752

Total
43,500
158,252

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services in the current period as these are disclosed in the consolidated accounts of the parent Company.


7.


Employees

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


2023
2022
£
£

Wages and salaries
26,623,004
26,172,117

Social security costs
2,213,593
2,089,766

Cost of defined contribution scheme
917,889
825,933

29,754,486
29,087,816


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


        2023
        2022
            No.
            No.







Directors
2
2



Administration
150
157



Support
1,103
1,078

1,255
1,237

Page 22

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
8,333
209,288

Company contributions to defined contribution pension schemes
417
5,000

8,750
214,288


During the year retirement benefits were accruing to 1 director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £NIL (2022 - £209,288). Following the acquisition of the Company, all directors are remunerated by Ezec Medical Transport Services - trading as EMED Group Ltd, a fellow group company.

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £NIL (2022 - £5,000).


9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
48,546
97,015

Other loan interest payable
1,819
-

Other interest payable
14,339
-

64,704
97,015

Page 23

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
583,582

Adjustments in respect of previous periods
237,059
-


237,059
583,582


Total current tax
237,059
583,582

Deferred tax


Origination and reversal of timing differences
(519,587)
(44,000)

Total deferred tax
(519,587)
(44,000)


Tax on profit
(282,528)
539,582

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - higher than) the standard rate of corporation tax in the UK of 23.5205% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
2,277,589
4,064,751


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.5205% (2022 - 19%)
535,700
534,298

Effects of:


Expenses not deductible for tax purposes
25,334
33,346

Adjustments to tax charge in respect of prior periods
237,059
(418)

Remeasurement of deferred tax due to changes in tax rates
(32,699)
(29,332)

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

Other differences leading to an increase in the tax charge
17,942
1,688

Group relief surrendered
96,774
-

Total tax (credit)/charge for the year
(282,528)
539,582

Page 24

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors that may affect future tax charges

On 1 April 2023, the Corporation Tax main rate changed from 19% to 25%.
There are no factors that may affect future tax charges. 


11.


Non-recurring costs

2023
2022
£
£


Restructuring costs relating to the integration of with the EMED Group
624,304
-

Other restructuring costs
-
461,333

Cost of living payment to employees
1,489,094
-

2,113,398
461,333

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

Page 25

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Intangible assets




Goodwill

£



Cost


At 1 January 2023
841,683



At 31 December 2023

841,683



Amortisation


At 1 January 2023
433,976


Charge for the year on owned assets
84,168



At 31 December 2023

518,144



Net book value



At 31 December 2023
323,539



At 31 December 2022
407,707



Page 26

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Tangible fixed assets





Leasehold improvements
Plant and machinery
Motor vehicles
Fixtures and fittings
Office equipment
Total

£
£
£
£
£
£



Cost or valuation


At 1 January 2023
524,581
164,575
370,100
709,308
619,069
2,387,633


Additions
45,935
7,614
8,160
21,820
298,316
381,845


Disposals
(3,735)
(19,242)
(249,678)
(74,562)
(43,962)
(391,179)



At 31 December 2023

566,781
152,947
128,582
656,566
873,423
2,378,299



Depreciation


At 1 January 2023
135,047
101,673
350,545
385,993
501,627
1,474,885


Charge for the year
172,797
19,338
12,409
125,312
88,131
417,987


Disposals
(27,475)
(18,361)
(249,678)
(54,592)
(43,244)
(393,350)



At 31 December 2023

280,369
102,650
113,276
456,713
546,514
1,499,522



Net book value



At 31 December 2023
286,412
50,297
15,306
199,853
326,909
878,777



At 31 December 2022
389,534
62,902
19,555
323,315
117,442
912,748

Page 27

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Debtors

2023
2022
£
£

Due after more than one year

Prepayments and accrued income
316,771
658,838

316,771
658,838


2023
2022
£
£

Due within one year

Trade debtors
4,153,777
3,261,109

Amounts owed by group undertakings
3,700,199
-

Other debtors
569,334
5,064,265

Prepayments and accrued income
1,374,174
1,880,573

Deferred taxation
716,587
197,000

10,514,071
10,402,947


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


15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,622,999
2,013,586

1,622,999
2,013,586


Page 28

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Creditors: Amounts falling due within one year

2023
2022
£
£

Other loans
-
293,333

Trade creditors
757,881
2,402,428

Corporation tax
-
584,000

Other taxation and social security
566,180
758,519

Other creditors
564,283
1,038,563

Accruals and deferred income
2,171,082
1,848,324

4,059,426
6,925,167


Loans held in EMED Group Limited, a group company, are secured against all property and undertakings of the company by way of fixed and floating charges. 


17.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Other loans
-
466,668

Other creditors
32,623
-

32,623
466,668


Page 29

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Other loans
-
293,333

Amounts falling due 1-2 years

Other loans
-
466,668



-
760,001


Other loans comprised two loans:
The first loan was denominated in Sterling with a nominal interest rate of 4.5% over base rate, and was repaid in full during the year. The carrying amount at the year end was £NIL (2022 - £560,000).
The second loan was denominated in Sterling with a nominal interest rate of 5.5% over base rate, and was repaid in full during the year. The carrying amount at the year end is £NIL (2022 - £200,000).

Page 30

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

19.


Deferred taxation




2023
2022


£

£






At beginning of year
197,000
153,000


Credited to profit or loss
519,587
44,000



At end of year
716,587
197,000

The deferred tax asset is made up as follows:

2023
2022
£
£


Accelerated capital allowances
89,234
197,000

Tax losses carried forward
461,691
-

Short term timing differences
165,662
-

716,587
197,000


20.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



360,000 (2022 - 300,000) Ordinary shares of £0.00001 each
3
3

During the year, 60,000 share options over ordinary shares were exercised at the exercise price of £0.00001. Consideration paid was equal to the exercise price. 



21.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits, losses, and total other comprehensive income made by the Company.


22.


Pension commitments

The Company operates a defined contribution pension scheme. The pension cost charge for the year represents employer contributions payable by the Company to the scheme and amounted to £917,889 (2022 - £825,933). Employee and employer contributions totalling £367,216 (2022 - £703,178) were payable to the scheme at the year end and are included in creditors.

Page 31

 
ERS TRANSITION - TRADING AS EMED GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Commitments under operating leases

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

2023
2022
£
£


Not later than 1 year
3,366,780
3,836,448

Later than 1 year and not later than 5 years
5,917,432
8,968,319

Later than 5 years
93,612
301,000

9,377,824
13,105,767


24.


Related party transactions


At 1 January 2023
Repaid in the year
At 31 December 2023
£
£
£

Transactions with directors
Mr A Pooley - loan account
350,000
(350,000)
-
350,000
(350,000)
-


25.


Controlling party

EMED Group Limited is the immediate parent undertaking and is registered at "3rd Floor 22 Cross Keys Close, London, United Kingdom, W1U 2DW".
EMED Group Holdings Limited is the ultimate parent undertaking and parent of the largest and smallest group for which consolidated financial statements are available. The registered office of the company is "3rd Floor 22 Cross Keys Close, London, United Kingdom, W1U 2DW". The consolidated accounts are available from this address, or from the Companies House website.
 
The ultimate controlling party is considered to be Cairngorm Capital Partners III LP.

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