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Registered number: 05473086









MTS HEALTH LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2024

 
MTS HEALTH LIMITED
 
 
COMPANY INFORMATION


Directors
C J Finlay 
R Banks 
J M Renton 
P J Leigh 




Registered number
05473086



Registered office
One Southampton Row

London

WC1B 5HA




Independent auditor
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor

30 Old Bailey

London

EC4M 7AU





 
MTS HEALTH LIMITED
 

CONTENTS



Page
Directors' Report
1 - 3
Directors' Responsibilities Statement
4
Independent Auditor's Report 
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 27


 
MTS HEALTH LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024

The directors present their report and the financial statements for the year ended 31 August 2024.

Principal activity

The principal activity of the Company during the year was the provision of equipment asset management, advisory and procurement services. 

Results and dividends

The profit for the year, after taxation, amounted to £291,220 (2023 - £118,042).

Dividends totalling £103,000 were declared and paid during the year (2023 - £300,000).

Directors

The directors who served during the year were:

C J Finlay 
R Banks 
J M Renton 
P J Leigh 
G L S John (resigned 29 November 2024)

Political contributions

The Company made no political donations or incurred any political expenditure during the year (2023 - £Nil).

Post balance sheet events

On 20 December 2024, the Company declared an interim dividend amounting to £400,000 payable to its shareholders in respect of the year ending 31 August 2025. 

Page 1

 
MTS HEALTH LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024

Going concern


The directors continue to adopt the going concern basis in the preparation of the financial statements. 

The Company forms part of the Sodexo UK and Ireland group of companies, together the "UK&I Group", which is part of the wider Sodexo Group headed by Sodexo S.A., a company incorporated in France. The principal activity of the UK&I Group is to provide facilities management and catering services across the UK and Ireland, operating across various segments such as education, sports and leisure, corporate services, government, and healthcare.

The Company meets its day to day working capital requirements from operational cash flows, cash pooling and intercompany loan arrangements within the UK&I Group. The UK&I Group has remained resilient throughout the adverse changes in the economic environment as a result of tight management of cash and balance sheet, and strong retention of existing contracts, alongside the spread of business across food and facilities management services, and across public and private sector clients as well as the strong inflation management processes in place. In addition, the UK&I Group continues to see opportunities for organic growth with new contracts in the pipeline. However, we remain prepared for further macro-economic impacts with agility, good commercial management, and careful cost control continuing to be critical.

To inform the basis of preparation of these accounts, the directors have considered cash and profit forecasts for forward trade of the UK&I Group for the period of at least twelve months from the date of approval of these accounts, based on the facts we have as at the date of approval of these financial statements. These forecasts include a severe but plausible downside scenario which models a deterioration in gross margin as a result of operational performance, a downturn in revenues due to contracts of key clients not being renewed and the under recovery of inflation. The forecasts indicate that the UK&I Group will continue to be resilient in the current macroeconomic environment. Routine peaks in cash requirements during the trading cycle will be funded from an overdraft facility with the parent company, Sodexo S.A., if necessary. In a worst-case scenario, the Company could draw upon additional funding from its ultimate parent company to enable it to meet its liabilities as they fall due during the twelve-month period from the signing of these accounts.

Sodexo S.A., which currently has a strong credit rating of Baa1 from Moody's Investors Service, has indicated its intention, by a letter of support, to continue to make available such funds as are needed by the Company during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Based on these analyses and facts, the directors believe that the Company will be able to continue to meet its liabilities as they fall due for at least the twelve-month period following the date of approval of these accounts and therefore have prepared the financial statements on a going concern basis.

Qualifying third party indemnity provisions

Qualifying indemnity insurance was in place for the directors during the year which was also in force at the date of this report.

Page 2

 
MTS HEALTH LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024

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.

Auditor

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

This report was approved by the board on 21 March 2025 and signed on its behalf.
 





J M Renton
Director

Page 3

 
MTS HEALTH LIMITED
 
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 AUGUST 2024

The directors are responsible for preparing 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 UK accounting standards (UK Generally Accepted Accounting Practice), including 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 judgments 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.

Page 4

 
MTS HEALTH LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MTS HEALTH LIMITED
 

Opinion
 
 
We have audited the financial statements of MTS Health Limited (“the Company”) for the year ended 31 August 2024 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and notes to the financial statements, including a summary of material accounting policies. 

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 August 2024 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 UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern
 
  
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Page 5

 
MTS HEALTH LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MTS HEALTH LIMITED (CONTINUED)


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. 
 
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 report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006 
In our opinion, based on the work undertaken in the course of the audit:  
the information given in the Directors’ Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Directors’ Report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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 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; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies’ exemption in preparing the Directors’ Report and from the requirement to prepare a Strategic Report. 
Page 6

 
MTS HEALTH LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MTS HEALTH LIMITED (CONTINUED)


Responsibilities of directors  
 
As explained more fully in the Directors’ Responsibilities Statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
 
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 the financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.

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. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the Company which were contrary to applicable laws and regulations, including fraud.

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation and the Companies Act 2006.

In addition, we evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to revenue recognition (which we pinpointed to the cut-off assertion) and significant one-off or unusual transactions.
Page 7

 
MTS HEALTH LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF MTS HEALTH LIMITED (CONTINUED)


Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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.

Use of the audit report
 
This report is made solely to the Company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body for our audit work, for this report, or for the opinions we have formed.
 





Richard Karmel (Senior Statutory Auditor)  
for and on behalf of Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
30 Old Bailey
London
EC4M 7AU

24 March 2025
Page 8

 
MTS HEALTH LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024

2024
As restated 2023
Note
£
£

  

Turnover
 4 
3,873,414
3,193,289

Operating expenses
  
(3,528,396)
(3,053,769)

Operating profit
  
345,018
139,520

Interest receivable and similar income
 9 
39,761
17,385

Profit before tax
  
384,779
156,905

Tax on profit
 10 
(93,559)
(38,863)

Profit for the financial year
  
291,220
118,042

There was no other comprehensive income for 2024 (2023:£NIL).

All amounts relate to continuing operations

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
MTS HEALTH LIMITED
REGISTERED NUMBER: 05473086

STATEMENT OF FINANCIAL POSITION
AS AT 31 AUGUST 2024

2024
2023
Note
£
£

Non-current assets
  

Tangible assets
 11 
117,963
111,887

  
117,963
111,887

Current assets
  

Stocks
 12 
44,371
39,850

Debtors: amounts falling due within one year
 14 
726,549
568,351

Cash at bank and in hand
 13 
1,352,492
1,879,546

  
2,123,412
2,487,747

Creditors: amounts falling due within one year
 15 
(1,162,842)
(1,709,232)

Net current assets
  
 
 
960,570
 
 
778,515

Total assets less current liabilities
  
1,078,533
890,402

Provisions for liabilities
  

Deferred tax
 16 
(27,883)
(27,972)

  
 
 
(27,883)
 
 
(27,972)

Net assets
  
1,050,650
862,430


Capital and reserves
  

Called up share capital 
 18 
2
2

Profit and loss account
 17 
1,050,648
862,428

  
1,050,650
862,430


These financial statements have been prepared in accordance with special provisions of Part 15 of the Companies Act 2006 relating to small companies. The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 March 2025.




J M Renton
Director

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
MTS HEALTH LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 AUGUST 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 September 2022
2
1,044,386
1,044,388



Profit for the year
-
118,042
118,042

Dividends: paid
-
(300,000)
(300,000)



At 1 September 2023
2
862,428
862,430



Profit for the year
-
291,220
291,220

Dividends: paid
-
(103,000)
(103,000)


At 31 August 2024
2
1,050,648
1,050,650


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

1.


General information

MTS Health Limited is a private company limited by shares and is registered in England and Wales. The registered number is 05473086 and the registered office is One Southampton Row, London, WC1B 5HA.

The principal activity of the Company is the provision of equipment asset management, advisory and procurement services.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The presentational currency of the financial statements is pound sterling (£). All amounts are rounded to the nearest £1. 

  
2.2

Financial Reporting Standard 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 33 Related Party Disclosures.
      the requirements of Section 29 Income Tax paragraph 29.28.

This information is included in the consolidated financial statements of Sodexo S.A., a company incorporated in France, as at 31 August 2024 and these financial statements may be obtained from The Secretary, Sodexo S.A., 225 Quai de la Bataille de Stalingrad, 92866 Issy-Les-Moulineaux, France.

Page 12

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.3

Going concern


The directors continue to adopt the going concern basis in the preparation of the financial statements.
 
The Company forms part of the Sodexo UK and Ireland group of companies, together the "UK&I Group", which is part of the wider Sodexo Group headed by Sodexo S.A., a company incorporated in France. The principal activity of the UK&I Group is to provide facilities management and catering services across the UK and Ireland, operating across various segments such as education, sports and leisure, corporate services, government, and healthcare.

The Company meets its day to day working capital requirements from operational cash flows, cash pooling and intercompany loan arrangements within the UK&I Group. The UK&I Group has remained resilient throughout the adverse changes in the economic environment as a result of tight management of cash and balance sheet, and strong retention of existing contracts, alongside the spread of business across food and facilities management services, and across public and private sector clients as well as the strong inflation management processes in place. In addition, the UK&I Group continues to see opportunities for organic growth with new contracts in the pipeline. However, we remain prepared for further macro-economic impacts with agility, good commercial management, and careful cost control continuing to be critical.

To inform the basis of preparation of these accounts, the directors have considered cash and profit forecasts for forward trade of the UK&I Group for the period of at least twelve months from the date of approval of these accounts, based on the facts we have as at the date of approval of these financial statements. These forecasts include a severe but plausible downside scenario which models a deterioration in gross margin as a result of operational performance, a downturn in revenues due to contracts of key clients not being renewed and the under recovery of inflation. The forecasts indicate that the UK&I Group will continue to be resilient in the current macroeconomic environment. Routine peaks in cash requirements during the trading cycle will be funded from an overdraft facility with the parent company, Sodexo S.A., if necessary. In a worst-case scenario, the Company could draw upon additional funding from its ultimate parent company to enable it to meet its liabilities as they fall due during the twelve-month period from the signing of these accounts.

Sodexo S.A., which currently has a strong credit rating of Baa1 from Moody's Investors Service, has indicated its intention, by a letter of support, to continue to make available such funds as are needed by the Company during the going concern assessment period. As with any company placing reliance on other group entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Based on these analyses and facts, the directors believe that the Company will be able to continue to meet its liabilities as they fall due for at least the twelve-month period following the date of approval of these accounts and therefore have prepared the financial statements on a going concern basis.

Page 13

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.4

Revenue

Turnover 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. Turnover 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:

Sale of goods

Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the Company has transferred the significant risks and rewards of ownership to the buyer;
the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Rendering of 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.


 
2.5

Operating leases

Rentals paid under operating leases are charged to the Statement of Comprehensive Income 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

Interest income

Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Page 14

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.7

Finance costs

Finance costs are charged to the Statement of Comprehensive Income 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.

 
2.8

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 the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.


 
2.9

Current and deferred taxation


The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income 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 reporting 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 reporting 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 is determined using tax rates and laws that have been enacted or substantively                  enacted by the reporting date.

 
2.10

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.

Page 15

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

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:

Plant and machinery
-
10%
Office equipment
-
25%

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 the Statement of Comprehensive Income.

  
2.11

Impairment of assets

At each reporting date, the Company reviews the carrying value of its property, plant and equipment to determine whether there is any indication that those assets have suffered an impairment loss. If   any such indication exists the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use the estimated future cash flows are discounted to their present value using a discount rate that reflects current market assessments of the time value of money and the risks specific to the asset, for which the estimates of future cash flows have not been adjusted. Any resulting changes are recognised in the Statement of Comprehensive Income in the period to which they relate.

 
2.12

Stocks

                  Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less          costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Statement of Comprehensive Income.

 
2.13

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.

 
2.14

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.

Page 16

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.15

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.

 
2.16

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Statement of Comprehensive Income in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the reporting date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

Page 17

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

  
2.17

Financial Instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and the best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of Financial Position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously. 

 
2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders.

Page 18

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

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.

Estimates and underlying assumptions are continually evaluated and are based on historical experience and other factors, including expectations of future events that are reasonable under the circumstances. Revisions to accounting estimates are recognised in the period in which the estimates are revised and in any future periods affected.

The estimates and judgements that have the most material impact on the financial performance and position of the Company are as follows:

(i) Impairment of trade debtors

Provision is made for doubtful trade debtors. This provision requires management's judgement as to whether circumstances exist which indicate that trade debtors may not be recoverable in full. This judgement is considered to be material on account of the balance of trade debtors being material to the Company's Statement of Financial Position.

(ii) Tangible fixed assets

The Company uses various tangible fixed assets to support the delivery of its services to clients. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. Accounting policies for depreciation are intended to reflect management's estimation of the useful lives of the Company's tangible fixed assets. Management periodically reviews these estimates to ensure they remain appropriate.


4.


Turnover

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


2024
2023
£
£

Advisory
1,705,364
1,531,073

Operational
2,168,050
1,662,216

3,873,414
3,193,289


All turnover arose within the United Kingdom.

Page 19

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Depreciation of fixed tangible assets (Note 11)
26,184
25,386

Operating lease rentals
46,494
50,376


6.


Auditor's remuneration

2024
2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements.
22,500
19,478


7.


Employees

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


2024
2023
£
£

Wages and salaries
1,813,063
1,419,649

Social security costs
189,324
149,597

Company contributions to defined contribution pension scheme
196,404
92,425

2,198,791
1,661,671


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


        2024
        2023
            No.
            No.







Management and Administration
9
11



Operational and Advisory
32
26

41
37

Page 20

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

8.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
259,771
221,653

Company contributions to defined contribution pension schemes
42,900
19,046

302,671
240,699


During the year retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £132,291 (2023 - £111,799).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £19,016 (2023 - £8,440).

Some of MTS Health's directors were paid through other entities in the Sodexo group of companies.


9.


Interest receivable and similar income

2024
2023
£
£


Bank interest
39,761
17,385

Page 21

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

10.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
84,132
24,027

Adjustments in respect of previous periods
9,516
1,218

Total current tax

93,648
25,245


Total current tax
93,648
25,245

Deferred tax


Origination and reversal of timing differences
12,284
7,818

Impact of rate change
-
1,267

Adjustments in respect of previous years
(12,373)
4,533

Total deferred tax (Note 16)
(89)
13,618


Taxation on profit on ordinary activities
93,559
38,863

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25.0% (2023 - 21.5%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
384,779
156,905


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25.0% (2023 - 21.5%)
96,195
33,758

Effects of:


Adjustments to tax charge in respect of prior periods
(2,857)
5,751

Expenditure not deductible for tax purposes
221
18

Additional tax relief
-
(1,931)

Impact of rate change
-
1,267

Total tax charge for the year
93,559
38,863

Page 22

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
 
10.Taxation (continued)


Factors that may affect future tax charges

The company is a member of the Sodexo S.A. Group which is expected to be a MNE within the scope of Pillar Two.  The Group has carried out preliminary work and does not anticipate any significant impact from this measure in the UK.  As at 31 August 2024, no deferred tax has been recognised in application of the amendment to FRS 102 concerning the mandatory exemption from recognition of deferred tax in the financial statements in relation to Pillar Two income tax.


11.


Tangible fixed assets





Plant and machinery
Office equipment
Total

£
£
£



Cost or valuation


At 1 September 2023
106,686
74,270
180,956


Additions
14,486
17,774
32,260



At 31 August 2024

121,172
92,044
213,216



Depreciation


At 1 September 2023
27,094
41,975
69,069


Charge for the year
13,201
12,983
26,184



At 31 August 2024

40,295
54,958
95,253



Net book value



At 31 August 2024
80,877
37,086
117,963



At 31 August 2023
79,592
32,295
111,887

Page 23

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

12.


Stocks

2024
2023
£
£

Raw materials and consumables
44,371
39,850

44,371
39,850


Stock recognised in cost of sales during the period as an expense was £208,600 (2023: £188,391).


13.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
1,352,492
1,879,546



14.


Debtors: Amounts falling due within one year

2024
2023
£
£


Trade debtors
236,731
467,194

Other debtors
5,000
22,625

Prepayments and accrued income
484,818
78,532

726,549
568,351


Page 24

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

15.


Creditors: Amounts falling due within one year

2024
2023
£
£

Trade creditors
118,189
42,538

Amounts owed to group undertakings
495,801
1,046,618

Corporation tax payable
109,531
15,876

Other taxation and social security
242,651
170,848

Other creditors
979
54,039

Accruals and deferred income
195,691
379,313

1,162,842
1,709,232


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


16.


Deferred taxation




2024


£






At beginning of year
(27,972)


Charged to profit or loss (Note 10)
89



At end of year
(27,883)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(28,475)
(27,972)

Short term timing differences
592
-

(27,883)
(27,972)


17.


Reserves

Profit and loss account

This reserve represents the cumulative profits and losses of the Company.
Page 25

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

18.


Share capital

2024
2022
£
£
Allotted, called up and fully paid



160 (2023 - 160) A ordinary share shares of £0.01 each
2
2
40 (2023 - 40) B ordinary share shares of £0.01 each
-
-

2

2

The holders of A ordinary shares are entitled to participate in a distribution of any profits available for distribution and are entitled to 1 vote per share at meetings of the Company.                                         The holders of B1 ordinary shares are entitled to participate in a distribution of any profits available for distribution and are entitled to 1 vote per share at meetings of the Company.



19.


Prior year restatement

In FY24, we have updated the presentation of the Statement of Comprehensive Income to align with other subsidiary entities across the Sodexo UK&I Group. As a result, we have merged cost of sales and administrative expenses together into operating expenses. There has been no impact on profit or loss as a result of the restatement. 


20.

Related party transactions

There were no costs incurred within direct costs for related parties of the two directors. 

Loans made to the company in 2023 by Mrs Finlay and Mrs Banks of £120 each are outstanding at the year end 31 August 2024. The related party transactions with Sodexo Limited for FY24 and FY23 are disclosed below:  
2024
2023
        £
        £
Transactions with Sodexo Limited, the Company's immediate parent undertaking

Amounts owed to group undertakings

(495,801)

(1,046,618)

Management fees paid to Sodexo Limited

(77,153)

-

Operating expenses paid on behalf of the Company

(3,444,548)

(873,702)

Employee travel costs recharged to Sodexo Limited

82,230

-


Management fees are calculated based on 2% of gross revenue. 

Included within operating expenses paid on behalf of the Company, Sodexo Limited provided payroll processing services and paid certain group suppliers. 

Page 26

 
MTS HEALTH LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

21.


Post balance sheet events

On 20 December 2024, the Company declared an interim dividend amounting to £400,000 payable to its shareholders in respect of the year ending 31 August 2025. 


22.


Controlling party

The Company’s immediate parent undertaking and controlling party is Sodexo Limited, a company registered in England and Wales.

The company's ultimate parent company and controlling party is Sodexo S.A., a company incorporated in France. This is the smallest group of undertakings for which consolidated financial statements are prepared. Copies of the consolidated financial statements can be obtained from The Secretary, Sodexo SA, 225 Quai de la Bataille de Stalingrad, 92866 Issy-Les-Moulineaux, France.

Page 27