Registration number:
for the
Year Ended
Summit Medical Group Limited
Contents
Company Information |
|
Directors' Report |
|
Strategic Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
Summit Medical Group Limited
Company Information
Directors |
C P Lee A J Simpson |
Registered office |
|
Auditors |
|
Summit Medical Group Limited
Directors' Report for the Year Ended 31 March 2021
The directors present their report and the financial statements for the year ended 31 March 2021.
Directors of the company
The directors who held office during the year were as follows:
Financial instruments
Objectives and policies
The board constantly monitors the company's trading results and revise projections as appropriate to ensure that the company can meet its future obligations as they fall due.
Price risk, credit risk, liquidity risk and cash flow risk
The company is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.
Going concern
In accordance with the Financial Reporting Council's 'Going Concern and Liquidity Risk: Guidance for Directors of UK Companies 2009', the directors of all companies are now required to provide disclosures regarding the adoption of the going concern basis of accounting.
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Disclosure of information to the auditors
Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are unaware.
Reappointment of auditors
Hazlewoods LLP have expressed their willingness to continue in office.
Approved by the
Director
Summit Medical Group Limited
Strategic Report for the Year Ended 31 March 2021
The directors present their strategic report for the year ended 31 March 2021.
Principal activity
The principal activity of the company is as a holding company.
Fair review of the business
The results for the year, which are set out in the profit and loss account, show an operating loss of £167,429 (2020 - £134,438). At 31 March 2021, the company had net liabilities of £21,712,653 (2020 - £19,871,650). The directors consider the performance for the year and the financial position at the year end to be satisfactory.
The directors considers that there are no key performance indicators for this holding company.
Principal risks and uncertainties
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to ongoing compliance with current and future legislation affecting the sector in which its subsidiary undertakings operate.
Approved by the
Director
Summit Medical Group Limited
Statement of Directors' Responsibilities
The directors are responsible for preparing the Director's Report, Strategic Report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and apply them consistently; |
• |
make judgements and accounting estimates that are reasonable and prudent; |
• |
state whether applicable UK Accounting Standards has been followed, subject to any material departures disclosed and explained in the financial statements; and |
• |
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Summit Medical Group Limited
Independent Auditor's Report to the Members of Summit Medical Group Limited
Opinion
We have audited the financial statements of Summit Medical Group Limited (the 'company') for the year ended 31 March 2021, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, 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:
• |
give a true and fair view of the state of the company's affairs as at 31 March 2021 and of its loss for the year then ended; |
• |
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
• |
have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the 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 original financial statements were 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.
Other information
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 auditor’s 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.
Summit Medical Group Limited
Independent Auditor's Report to the Members of Summit Medical Group Limited
Opinion on other matter 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception
In the light of our 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 and the Director's Report.
We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities 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 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:
Summit Medical Group Limited
Independent Auditor's Report to the Members of Summit Medical Group Limited
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and Related disclosures made by the directors.
• Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the consolidated financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves
fair presentation.
• Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
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 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 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.
For and on behalf of
Windsor House
Bayshill Road
GL50 3AT
Summit Medical Group Limited
Profit and Loss Account for the Year Ended 31 March 2021
Note |
2021 |
2020 |
|
Turnover |
- |
- |
|
Administrative expenses |
( |
( |
|
Operating loss |
( |
( |
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar charges |
( |
( |
|
Loss before tax |
( |
( |
|
Taxation |
- |
- |
|
Loss for the financial year |
( |
( |
The above results were derived from continuing operations.
The company has no other comprehensive income for the year.
Summit Medical Group Limited
(Registration number: 06535034)
Balance Sheet as at 31 March 2021
Note |
2021 |
2020 |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
( |
( |
|
Creditors: Amounts falling due after more than one year |
|
|
|
Capital and reserves |
|||
Called up share capital |
|
|
|
Share premium reserve |
|
|
|
Capital redemption reserve |
|
|
|
Profit and loss account |
( |
( |
|
Total equity |
( |
( |
|
Total capital, reserves and long-term liabilities |
(8,187,831) |
(5,445,944) |
Approved and authorised by the
Director
Summit Medical Group Limited
Statement of Changes in Equity for the Year Ended 31 March 2021
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 April 2020 |
|
|
|
( |
( |
Loss for the year |
- |
- |
- |
( |
( |
At 31 March 2021 |
|
|
|
( |
( |
Share capital |
Share premium |
Capital redemption reserve |
Profit and loss account |
Total |
|
At 1 April 2019 |
|
|
|
( |
( |
Loss for the year |
- |
- |
- |
( |
( |
At 31 March 2020 |
|
|
|
( |
( |
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
Accounting policies |
Summary of significant accounting policies and key accounting estimates
The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.
The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.
Summary of disclosure exemptions
The company has not presented a cash flow statement on the grounds that the company is a wholly owned subsidiary and a group cash flow statement is included in the financial statements of the parent company, Bowmoor Topco Limited.
Name of parent of group
These financial statements are consolidated in the financial statements of Bowmoor Topco Limited.
The financial statements of Bowmoor Topco Limited may be obtained from Companies House.
Group accounts not prepared
Going concern
After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.
Judgements and estimation uncertainty
These financial statements do not contain any significant judgements or estimation uncertainty. |
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.
Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.
Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.
Borrowings
Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.
Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.
Borrowings are classified as current liabilities unless the company has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.
Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Financial instruments
Classification
Recognition and measurement
Impairment
A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Other interest receivable and similar income |
2021 |
2020 |
|
Interest income on bank deposits |
|
|
Interest payable and similar expenses |
2021 |
2020 |
|
Bank interest payable |
|
|
Interest payable to group undertakings |
880,324 |
804,612 |
|
|
Staff costs |
The average number of persons employed by the company (including directors) during the year, analysed by category was as follows:
2021 |
2020 |
|
Directors |
|
|
Taxation |
The tax on profit before tax for the year is higher than the standard rate of corporation tax in the UK (2020 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2021 |
2020 |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Effect of expense not deductible in determining taxable profit (tax loss) |
|
|
Tax increase from effect of unrelieved tax losses carried forward |
|
|
Tax increase arising from group relief |
|
|
Total tax charge/(credit) |
- |
- |
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Investments in subsidiaries |
2021 |
2020 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost and carrying amount |
|
At 1 April 2020 and at 31 March 2021 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2021 |
2020 |
Subsidiary undertakings |
||||
|
Ordinary |
|
|
|
England and Wales |
||||
|
Ordinary |
|
|
|
England and Wales |
||||
|
Ordinary |
|
|
|
England and Wales |
||||
|
Ordinary |
|
|
|
England and Wales |
||||
|
Ordinary |
|
|
|
England and Wales |
||||
|
Ordinary |
|
|
|
England and Wales |
||||
|
Ordinary |
|
|
|
England and Wales |
* held indirectly through OrthoD Midco Limited.
The principal activity of OrthoD Midco Limited is that of a holding company.
The principal activity of Summit Medical Limited is the manufacture, supply and distribution of medical devices.
The principal activity of Summit Medical UK Limited is the sale and distribution of medical devices.
The principal activity of Marlux Medical Limited is the manufacture, sale and distribution of disposable curtains and window blinds.
The principal activity of Summit Medical (Benefits) Limited is as a dormant company.
The principal activity of Orthodesign Limited is as a dormant company.
The principal activity of Marshall Contracts Limited is as a dormant company.
Debtors |
2021 |
2020 |
|
Amounts owed by group undertakings |
|
|
Other debtors |
|
- |
Prepayments |
|
|
|
|
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Creditors |
Note |
2021 |
2020 |
|
Due within one year |
|||
Loans and borrowings |
|
|
|
Trade creditors |
|
|
|
Amounts due to group undertakings |
|
|
|
Accrued expenses |
|
|
|
|
|
||
Due after one year |
|||
Loans and borrowings |
|
|
Loans and borrowings |
2021 |
2020 |
|
Current loans and borrowings |
||
Bank borrowings |
|
|
2021 |
2020 |
|
Non-current loans and borrowings |
||
Bank borrowings |
|
|
Included in the loans and borrowings are the following amounts due after more than five years:
2021 |
2020 |
|
After more than five years not by instalments |
- |
|
- |
- |
Total bank debt at 31 March 2021 gross of capitalised debt costs was £15,058,900 (2020 - £15,772,257).
On 28 May 2019 the group refinanced bank loans previously with Cordet Lending S.A.R.L. and the Royal Bank of Scotland repayable in March 2023 with Santander UK PLC and AIB Group (UK) PLC. A total facility of £18,000,000 was made available and split into three facilities. Facility A of the bank loan amounting to £5,750,000 was drawn down in full during the year. The loan is repayable in 6-monthly instalments increasing from £287,500 to £790,625 up to a final repayment date of May 2024. Interest is levied at a rate of 3.50% over LIBOR. Facility B of the bank loan amounting to £10,250,000 was drawn down in full during the year. The loan is repayable in full as a bullet payment in May 2025. Interest is levied at a rate of 4.00% over LIBOR. The final facility available is a £2,000,000 revolving cash facility where each draw down is repayable in full on the last day of its interest period and attracts interest at a levied rate of 3.50% over LIBOR.
The above loans are secured by way of a debenture including, a fixed mortgage charge over all property and a fixed first charge over all assets of the Bowmoor Topco Limited group, excluding assets held by Bowmoor Topco Limited directly, as well as an additional floating charge over all assets both present and future of the group, excluding those held by Bowmoor Topco Limited directly.
Summit Medical Group Limited
Notes to the Financial Statements for the Year Ended 31 March 2021
Share capital |
Allotted, called up and fully paid shares
2021 |
2020 |
|||
No. |
£ |
No. |
£ |
|
|
|
2,321,200 |
|
2,321,200 |
|
|
1,590 |
|
1,590 |
|
|
|
|
Rights, preferences and restrictions
The different classes of share referred to above carry separate rights to dividends but, in all other significant respects, rank pari passu. |
Reserves |
Share premium account
Includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.
Capital redemption reserve
Represents the amount that the company has transferred to the profit and loss account and is required to retain as a result of repurchasing its own shares. It is a non-deductible reserve.
Profit and loss account
Includes all current and prior periods retained profit and losses.
Contingent liabilities |
At 31 March 2021 there was an unlimited cross-guarantee between Bowmoor Bidco Limited, Summit Medical Group Limited, OrthoD Midco Limited, Summit Medical Limited, Summit Medical UK Limited and Marlux Medical Limited in favour of the Santander UK PLC loan.
Parent and ultimate parent undertaking |
The company's immediate parent is
The ultimate parent and ultimate controlling party is