Registered number:
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
COMPANY INFORMATION
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A.R.G.C. LIMITED
CONTENTS
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A.R.G.C. LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 AUGUST 2018
The directors present the strategic report for the year ended 31 August 2018.
The company had a fairly consistent year despite decreasing turnover by 12% from £23.3 million to £20.5 million and operating profit decreasing from £9.3 million to £7.4 million. At the balance sheet date the company has a healthy net asset position of £1.7 million (2017 - £1.8m).
The directors' financial risk management objective is to maximise financial assets and minimise financial liabilities without engaging in speculation. The company's principal financial instruments comprise bank balances, trade creditors and trade debtors. The main risks arising from the company's financial instruments are as follows: Interest rates earned/paid on deposits and overdrafts. To manage this risk the directors manage the company's finances in such a way as to avoid bank overdrafts situations and put any available funds on deposit to maximise credit interest without compromising business activities.
The key financial highlights are as follows: 2018 2017
Turnover £20,467,854 £23,366,002 Operating Profit £7,338,960 £9,269,963 Profit before tax £7,344,038 £9,276,070
This report was approved by the board on 8 August 2019
and signed on its behalf.
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A.R.G.C. LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2018
The directors present their report and the financial statements for the year ended 31 August 2018.
The directors who served during the year were:
The profit for the year, after taxation, amounted to £
6,504,938
(2017 -
£
8,168,910
)
.
Ordinary dividends were paid amounting to £6,650,000 (2017: £6,500,000). The directors do not recommend payment of a final dividend.
The directors aim to exercise and maintain the management policies which have benefited the company's performance and aims to continue the plans of expansion where opportunities arise.
There have been no significant events affecting the company since the year end.
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A.R.G.C. LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2018
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 ‘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 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Each of the persons who are
directors at the time when this Directors' Report is approved has confirmed that:
The auditors, Nyman Libson Paul, will be proposed for reappointment in accordance with
section 485 of the Companies Act 2006.
This report was approved by the board on
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A.R.G.C. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF A.R.G.C. LIMITED
We have audited the financial statements of A.R.G.C. Limited (the 'company') for the year ended 31 August 2018, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity
and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
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 Auditors' 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.
We draw attention to note 2.4 in the financial statements, which indicates that as at the reporting date the
group's total liabilities exceeded its total assets by £11.4m and the outstanding loan balances as disclosed in the consolidated financial statements are due for full repayment in May 2020 i.e. within one year of approval of the financial statements. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on group's and the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
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A.R.G.C. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF A.R.G.C. LIMITED (CONTINUED)
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
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.
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:
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A.R.G.C. LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF A.R.G.C. LIMITED (CONTINUED)
As explained more fully in the Directors' Responsibilities Statement on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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.
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 Auditors' 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 Auditors' 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.
for and on behalf of
Chartered Accountants
Registered Auditors
Regina House
124 Finchley Road
NW3 5JS
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A.R.G.C. LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
REGISTERED NUMBER:
04038272
STATEMENT OF FINANCIAL POSITION
AS AT
31 AUGUST 2018
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 10 to 24 form part of these financial statements.
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A.R.G.C. LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED
31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
A.R.G.C. Limited is a private company limited by shares incorporated in England and Wales. The registered office is Regina House, 124 Finchley Road, London, NW3 5JS. The principal place of business is 13 Upper Wimpole Street, London, W1G 6LP.
2.
Accounting policies
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 financial statements are presented in Pounds Sterling (£), which is also the company's functional currency.
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 following principal accounting policies have been applied:
The company itself is a subsidiary company and is exempt from the requirement to prepare consolidated financial statements by virtue of section 401 of the Companies Act 2006 on the grounds that the company and its group undertakings are included in full consolidation in the consolidated financial statements of ARGC Topco Limited.
The financial statements therefore presents information about the company as an individual undertaking and not about its group.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
2.
Accounting policies (continued)
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 4 Statement of Financial Position paragraph 4.12(a)(iv);
∙
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 11.41(b), 11.41(c), 11.41(e), 11.41(f), 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;
∙
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
∙
the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of ARGC Topco Limited as at 31 August 2018 and these financial statements may be obtained from Regina House, 124 Finchley Road, London, NW3 5JS.
At the reporting date, the group's total liabilities exceeded its total assets by £11.4m (2017: £8.9). Furthermore, the outstanding loan balances disclosed in the consolidated financial statements are due for full repayment in May 2020.
The director is confident that the loan notes will either be redeemed from the sale of the group business to outside parties, by refinancing with outside parties or by extending the terms of the loan notes. Accordingly the director is confident that the company & group will continue to remain a going concern for the foreseeable future and the going concern basis is appropriate.
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.
Revenue from medical services is recognised at the point in which the treatment has been administered.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
2.
Accounting policies (continued)
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.
All borrowing costs are recognised in the Statement of Comprehensive Income in the year in which they are incurred.
Defined contribution pension plan
The company contributes to a defined contribution plans 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.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:
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 reporting date.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
2.
Accounting policies (continued)
Goodwill represents the excess of the cost of acquisition of businesses over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
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:
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.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.
Short term debtors are measured at transaction price, less any impairment.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
2.
Accounting policies (continued)
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
Short term creditors are measured at the transaction price.
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.
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, loans to/from related parties and investments in non-puttable ordinary shares.
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 cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and 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.
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 at an annual general meeting.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods. Key sources of estimation uncertaincy The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows. Amortisation of goodwill Amortisation of goodwill: Determining the period over which goodwill is amortised requires an estimation of the value in use of the cash generating units to which goodwill has been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash generating unit and a suitable discount rate in order to calculate present value.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
10.
Taxation (continued)
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
The company contributes to a defined contribution pension scheme for all qualifying employees. The assets of the schemes are held separately from those of the company in an independently administered fund.
The pension cost charge represents contribution payable by the company to the funds in the financial reporting period amounted to £23,005 (2017 - £15,035). Contribution payable totalling £6,082 (2017 - £2,370) were outstanding at the balance sheet date and are included in creditors falling due within one year.
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A.R.G.C. LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2018
The ultimate parent company is ARGC Topco Limited, a company registered in England & Wales.
ARGC Topco Limited prepares group financial statements and copies can be obtained from Regina House, 124 Finchley Road, London, NW3 5JS. The ultimate controlling party is Dr M Taranissi.
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