REGISTERED NUMBER: 13230754 (England and Wales) |
PRIMAS NEWCO 3 LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
REGISTERED NUMBER: 13230754 (England and Wales) |
PRIMAS NEWCO 3 LIMITED |
GROUP STRATEGIC REPORT, |
REPORT OF THE DIRECTOR AND |
CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 3 |
Report of the Independent Auditors | 5 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 12 |
Consolidated Statement of Changes in Equity | 13 |
Company Statement of Changes in Equity | 14 |
Consolidated Cash Flow Statement | 15 |
Notes to the Consolidated Financial Statements | 16 |
PRIMAS NEWCO 3 LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2023 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and |
Statutory Auditors |
Clarke Nicklin House |
Brooks Drive |
Cheadle Royal Business Park |
Cheadle |
Cheshire |
SK8 3TD |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
GROUP STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2023 |
The director presents his strategic report of the company and the group for the year ended 31 March 2023. |
REVIEW OF BUSINESS |
On 2 March 2021, the company acquired the whole of the Stechant Limited group including the main trading subsidiary Pareto Financial Planning Limited, in order to facilitate the buyout of a shareholder. |
More information is included in Note 26. |
The group offers independent financial advice to a range of customers including individuals and business leaders and is successful in developing long-term relationships through formal introducer agreements with accountants, lawyers, and general insurance practices. |
New partnerships were signed with introducers in the year which contributed to the continuing growth in the group's funds under management. |
The monitoring of trading performance is focussed on the results of Pareto Financial Planning Limited. Turnover increased in the year, whilst overheads also increased as the Company further invested in its IT and operational infrastructure to facilitate its future growth. |
The main key performance indicators used by management on a regular basis include Referral volume, Referral conversion ratio, Average ongoing fee income per customer, Growth in funds under management, Gross and Net profit margins, Current ratio and FCA capital adequacy headroom.. |
The director remains confident about the future prospects of the group and its ability to further increase funds under management organically from new business income, whilst building relationships with additional introducers to further diversify lead generation. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The director considers the full range of risks affecting the group on a regular basis, and where appropriate takes action to address such risks. The principal risks and uncertainties facing the group are detailed below: |
Compliance Risk |
Remaining compliant with Financial Conduct Authority regulations is critical to the group. Significant time and resource is invested in training and compliance to ensure the group minimises compliance risk. |
Customer Risk |
The group has a good mixed customer base and does not feel over dependent on any one customer or sector. The group has a good record of minimising bad debts and takes the necessary steps to ensure the risk is minimised. |
Technology Risk |
The group continues to invest significantly in IT to improve efficiency and client experience, whilst maintaining its high level of cyber security. |
ON BEHALF OF THE BOARD: |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 MARCH 2023 |
The director presents his report with the financial statements of the company and the group for the year ended 31 March 2023. |
PRINCIPAL ACTIVITY |
The principal activity of the group in the year under review was that of independent financial advisors. |
DIVIDENDS |
No interim dividend was paid during the year. The director recommends a final dividend of £ 13,134 per share. |
The total distribution of dividends for the year ended 31 March 2023 will be £ 188,050 . |
DIRECTOR |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to: |
- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
REPORT OF THE DIRECTOR |
FOR THE YEAR ENDED 31 MARCH 2023 |
AUDITORS |
The auditors, Clarke Nicklin LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PRIMAS NEWCO 3 LIMITED |
Opinion |
We have audited the financial statements of Primas Newco 3 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 group's and of the parent company affairs as at 31 March 2023 and of the group's loss for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. |
Our responsibilities and the responsibilities of the director with respect to going concern are described in the relevant sections of this report. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors 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 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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PRIMAS NEWCO 3 LIMITED |
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 Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the parent company financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of director's remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PRIMAS NEWCO 3 LIMITED |
Auditors' 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 a Report of the Auditors 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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Procedures to identify risks: |
- | enquiring of management concerning the company's procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; |
- | discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas: timing of recognition of income and related expenses, posting of unusual journals; and |
- | obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation, tax legislation, and Financial Conduct Authority regulations. |
The procedures to respond to risks identified included: |
- | reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above; |
- | enquiring of management, concerning actual and potential litigation, claims, and customer complaints; |
- | performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
- | reviewing correspondence with HMRC and the Financial Conduct Authority, where appropriate; |
- | testing the timing and matching of income and related expense transactions either side of the year end; and |
- | in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. |
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulation that are not closely related to events and transactions reflected in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detection one resulting from an error, as fraud may involve deliberate concealment, by for example, forgery or intentional misrepresentation, or through collusion. |
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 Report of the Auditors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
PRIMAS NEWCO 3 LIMITED |
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 a Report of the Auditors 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 and |
Statutory Auditors |
Clarke Nicklin House |
Brooks Drive |
Cheadle Royal Business Park |
Cheadle |
Cheshire |
SK8 3TD |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
CONSOLIDATED INCOME STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
Notes | £ | £ |
TURNOVER | 6,631,755 | 6,569,900 |
Cost of sales | 821,549 | 835,003 |
GROSS PROFIT | 5,810,206 | 5,734,897 |
Administrative expenses | 5,880,380 | 5,071,797 |
(70,174 | ) | 663,100 |
Other operating income | - | 25,500 |
OPERATING (LOSS)/PROFIT | 4 | (70,174 | ) | 688,600 |
Interest receivable and similar income | 2,314 | - |
(67,860 | ) | 688,600 |
Interest payable and similar expenses | 5 | 100,009 | 74,040 |
(LOSS)/PROFIT BEFORE TAXATION | (167,869 | ) | 614,560 |
Tax on (loss)/profit | 6 | 150,270 | 279,002 |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR |
( |
) |
(Loss)/profit attributable to: |
Owners of the parent | (318,139 | ) | 335,558 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
CONSOLIDATED OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2023 |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
Notes | £ | £ |
(LOSS)/PROFIT FOR THE YEAR | (318,139 | ) | 335,558 |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
(318,139 |
) |
335,558 |
Total comprehensive income attributable to: |
Owners of the parent | (318,139 | ) | 335,558 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
CONSOLIDATED BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 6,028,837 | 6,779,615 |
Tangible assets | 10 | 115,389 | 112,748 |
Investments | 11 | - | - |
6,144,226 | 6,892,363 |
CURRENT ASSETS |
Debtors | 12 | 1,341,348 | 1,675,508 |
Cash at bank | 884,539 | 900,131 |
2,225,887 | 2,575,639 |
CREDITORS |
Amounts falling due within one year | 13 | 3,318,621 | 3,388,092 |
NET CURRENT LIABILITIES | (1,092,734 | ) | (812,453 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
5,051,492 |
6,079,910 |
CREDITORS |
Amounts falling due after more than one year |
14 |
- |
(530,666 |
) |
PROVISIONS FOR LIABILITIES | 18 | (32,123 | ) | (23,686 | ) |
NET ASSETS | 5,019,369 | 5,525,558 |
CAPITAL AND RESERVES |
Called up share capital | 19 | 60 | 60 |
Other reserves | 20 | 5,189,940 | 5,189,940 |
Retained earnings | 20 | (170,631 | ) | 335,558 |
SHAREHOLDERS' FUNDS | 5,019,369 | 5,525,558 |
The financial statements were approved by the director and authorised for issue on 30 October 2023 and were signed by: |
J M Stevenson - Director |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
COMPANY BALANCE SHEET |
31 MARCH 2023 |
2023 | 2022 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CREDITORS |
Amounts falling due within one year | 13 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
14 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 19 |
Other reserves | 20 |
Retained earnings | 20 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 716,796 | 626,381 |
The financial statements were approved by the director and authorised for issue on |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Changes in equity |
On incorporation | 1 | - | - | 1 |
On acquisition of subsidiary | 59 | - | 5,189,940 | 5,189,999 |
Total comprehensive income | - | 335,558 | - | 335,558 |
Balance at 31 March 2022 | 60 | 335,558 | 5,189,940 | 5,525,558 |
Changes in equity |
Dividends | - | (188,050 | ) | - | (188,050 | ) |
Total comprehensive income | - | (318,139 | ) | - | (318,139 | ) |
Balance at 31 March 2023 | 60 | (170,631 | ) | 5,189,940 | 5,019,369 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
COMPANY STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2023 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
£ | £ | £ | £ |
Changes in equity |
On incorporation | 1 | - | - | 1 |
On acquisition of subsidiary | 59 | - | 5,189,940 | 5,189,999 |
Total comprehensive income | - |
Balance at 31 March 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 March 2023 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
CONSOLIDATED CASH FLOW STATEMENT |
FOR THE YEAR ENDED 31 MARCH 2023 |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 23 | 601,997 | 1,285,040 |
Interest paid | (100,009 | ) | (74,040 | ) |
Tax paid | (269,205 | ) | (133,001 | ) |
Net cash from operating activities | 232,783 | 1,077,999 |
Cash flows from investing activities |
Purchase of intangible fixed assets | (7,500 | ) | - |
Purchase of tangible fixed assets | (65,466 | ) | (65,198 | ) |
Acquisition of subsidiary | - | (1,225,327 | ) |
Interest received | 2,314 | - |
Net cash from investing activities | (70,652 | ) | (1,290,525 | ) |
Cash flows from financing activities |
New loans in year | - | 1,945,173 |
Loan repayments in year | - | (822,249 | ) |
Amount introduced by directors | 750,940 | 664,269 |
Amount withdrawn by directors | (740,613 | ) | (674,596 | ) |
Share issue | - | 60 |
Equity dividends paid | (188,050 | ) | - |
Net cash from financing activities | (177,723 | ) | 1,112,657 |
(Decrease)/increase in cash and cash equivalents | (15,592 | ) | 900,131 |
Cash and cash equivalents at beginning of year |
24 |
900,131 |
- |
Cash and cash equivalents at end of year |
24 |
884,539 |
900,131 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2023 |
1. | STATUTORY INFORMATION |
Primas Newco 3 Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" ("FRS 102") and applicable legislation as set out in the Companies Act 2006 and Schedule 1 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. These financial statements have been prepared under the historical costs convention. |
The financial statements are presented in Sterling (£). |
Going concern |
The director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The director has reached this conclusion giving due consideration to the projected future performance of the group and any potential risk that might impact the group's ability to meet its required solvency levels. For this reason, he continues to adopt the going concern basis in preparing the financial statements. |
Basis of consolidation |
The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings. The results of subsidiaries acquired or sold during the period are included in the consolidated profit and loss account from, or up to, the date control passes. Intra-group transactions are eliminated fully on consolidation. |
On acquisition of a subsidiary, the subsidiary's assets and liabilities that exist at the date of acquisition are recorded at their fair values reflecting their condition at that date. All changes to those assets and liabilities, and the resulting gains and losses that arise after the group has gained control of the subsidiary are charged to the post acquisition income statement. |
Related party exemption |
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
Significant judgements and 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 if revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods. |
There are no judgements considered to have had a significant effect on amounts recognised in the financial statements. |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Turnover |
Turnover is derived from commissions received and fees generated. Income is taken to the income statement on the following basis: Initial commission as and when the policy is in force. Renewal and fund based commission is credited on a receipts basis and fee income as and when a sales invoice is generated. |
Goodwill |
Website development |
Website development expenditure is recognised as an intangible asset when the company can demonstrate: |
- The technical feasibility of completing the intangible asset so that it will be available for use or sale |
- Its intention to complete and its ability to use or sell the asset |
- How the asset will generate future economic benefits |
- The availability of resources to complete the asset |
- The ability to measure reliably the expenditure during development |
Following initial recognition of the website development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over its useful life of three years. |
Tangible fixed assets |
Leasehold improvements | - |
Furniture and fittings | - |
Computer equipment | - |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
2. | ACCOUNTING POLICIES - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Financial assets |
Basic financial assets, including trade debtors, cash and bank balances and amounts owed by group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. |
Such assets are subsequently carried at amortised cost using the effective interest method. |
At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement. |
If there is a decrease in the the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the income statement. |
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. |
Financial Liabilities |
Basic financial liabilities, including trade creditors and amounts owed to group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method. |
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
3. | EMPLOYEES AND DIRECTORS |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
Wages and salaries | 3,235,581 | 2,826,015 |
Social security costs | 276,299 | 219,136 |
Other pension costs | 199,941 | 164,234 |
3,711,821 | 3,209,385 |
The average number of employees during the year was as follows: |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
Directors | 1 | 1 |
Staff | 74 | 64 |
The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2022 - NIL). |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
Director's remuneration | 22,395 | 14,120 |
4. | OPERATING (LOSS)/PROFIT |
The operating loss (2022 - operating profit) is stated after charging: |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
Depreciation - owned assets | 62,825 | 56,377 |
Goodwill amortisation | 751,967 | 751,967 |
Website development amortisation | 6,311 | 337 |
Auditors' remuneration | 13,850 | 14,500 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
Bank loan interest | 90,447 | 65,491 |
Other interest | 73 | 79 |
Loan interest | 9,489 | 8,470 |
100,009 | 74,040 |
6. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the year was as follows: |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
Current tax: |
UK corporation tax | 141,833 | 275,062 |
Deferred tax | 8,437 | 3,940 |
Tax on (loss)/profit | 150,270 | 279,002 |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
(Loss)/profit before tax | (167,869 | ) | 614,560 |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 19 % (2022 - 19 %) |
(31,895 |
) |
116,766 |
Effects of: |
Expenses not deductible for tax purposes | 39,291 | 19,362 |
Consolidated goodwill amortisation | 142,874 | 142,874 |
Total tax charge | 150,270 | 279,002 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
7. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
8. | DIVIDENDS |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
Ordinary shares of £1 each |
Final | 188,050 | - |
9. | INTANGIBLE FIXED ASSETS |
Group |
Website |
Goodwill | development | Totals |
£ | £ | £ |
COST |
At 1 April 2022 | 7,519,669 | 12,250 | 7,531,919 |
Additions | - | 7,500 | 7,500 |
At 31 March 2023 | 7,519,669 | 19,750 | 7,539,419 |
AMORTISATION |
At 1 April 2022 | 751,967 | 337 | 752,304 |
Amortisation for year | 751,967 | 6,311 | 758,278 |
At 31 March 2023 | 1,503,934 | 6,648 | 1,510,582 |
NET BOOK VALUE |
At 31 March 2023 | 6,015,735 | 13,102 | 6,028,837 |
At 31 March 2022 | 6,767,702 | 11,913 | 6,779,615 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
10. | TANGIBLE FIXED ASSETS |
Group |
Furniture |
Leasehold | and | Computer |
improvements | fittings | equipment | Totals |
£ | £ | £ | £ |
COST |
At 1 April 2022 | 80,817 | 111,457 | 118,180 | 310,454 |
Additions | - | 19,825 | 45,641 | 65,466 |
At 31 March 2023 | 80,817 | 131,282 | 163,821 | 375,920 |
DEPRECIATION |
At 1 April 2022 | 80,817 | 61,728 | 55,161 | 197,706 |
Charge for year | - | 21,733 | 41,092 | 62,825 |
At 31 March 2023 | 80,817 | 83,461 | 96,253 | 260,531 |
NET BOOK VALUE |
At 31 March 2023 | - | 47,821 | 67,568 | 115,389 |
At 31 March 2022 | - | 49,729 | 63,019 | 112,748 |
11. | FIXED ASSET INVESTMENTS |
Company |
Shares in |
group |
undertaking |
£ |
COST |
At 1 April 2022 |
and 31 March 2023 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
Subsidiaries |
Registered office: Tower 12 Level 7, Bridge Street, Manchester, England, M3 3BZ |
Nature of business: |
% |
Class of shares: | holding |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
11. | FIXED ASSET INVESTMENTS - continued |
Registered office: Tower 12 Level 7, Bridge Street, Manchester, England, M3 3BZ |
Nature of business: |
% |
Class of shares: | holding |
12. | DEBTORS |
Group |
2023 | 2022 |
£ | £ |
Amounts falling due within one year: |
Trade debtors | 606,233 | 571,658 |
Other debtors | 292,964 | 249,159 |
Directors' current accounts | - | 10,327 |
Prepayments and accrued income | 442,151 | 372,207 |
1,341,348 | 1,203,351 |
Amounts falling due after more than one | year: |
Other debtors | - | 472,157 |
Aggregate amounts | 1,341,348 | 1,675,508 |
13. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans and overdrafts (see note 15) | 530,667 | 669,770 |
Other loans (see note 15) | 26,354 | 26,150 |
Trade creditors | 104,253 | 81,190 |
Corporation tax | 14,689 | 142,061 |
Social security and other taxes | 78,990 | 87,860 |
VAT | 47,553 | 51,751 | - | - |
Other creditors | 1,908,181 | 1,896,370 |
Accrued expenses | 607,934 | 432,940 |
3,318,621 | 3,388,092 |
Accrued expenses includes unpaid pension contributions of £33,383 (2022: £30,812). |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
14. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans (see note 15) | - | 530,666 |
15. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Amounts falling due within one year or on | demand: |
Bank loans | 530,667 | 669,770 |
Other loans | 26,354 | 26,150 |
557,021 | 695,920 |
Amounts falling due between two and five | years: |
Bank loans - 2-5 years | - | 530,666 |
16. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non-cancellable | operating leases |
2023 | 2022 |
£ | £ |
Within one year | 140,140 | 140,140 |
Between one and five years | 46,713 | 186,853 |
186,853 | 326,993 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
17. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Bank loans | 530,667 | 1,200,436 |
Other creditors | - | 1,868,000 | - | 1,868,000 |
530,667 | 3,068,436 |
The bank loan and other loan included within other creditors are secured by way of fixed and floating charges over the group's assets. |
18. | PROVISIONS FOR LIABILITIES |
Group |
2023 | 2022 |
£ | £ |
Deferred tax | 32,123 | 23,686 |
Group |
Deferred |
tax |
£ |
Balance at 1 April 2022 | 23,686 |
Charge to Income Statement during year | 8,437 |
Balance at 31 March 2023 | 32,123 |
The provision for deferred taxation is made up as follows |
2022 |
£ |
Accelerated capital allowances | 23,686 |
23,686 |
19. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 60 | 60 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
20. | RESERVES |
Group |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 1 April 2022 | 335,558 | 5,189,940 | 5,525,498 |
Deficit for the year | (318,139 | ) | (318,139 | ) |
Dividends | (188,050 | ) | (188,050 | ) |
At 31 March 2023 | (170,631 | ) | 5,189,940 | 5,019,309 |
Company |
Retained | Other |
earnings | reserves | Totals |
£ | £ | £ |
At 1 April 2022 | 5,816,321 |
Profit for the year |
Dividends | ( |
) | ( |
) |
At 31 March 2023 | 6,345,067 |
The other reserve represents the difference between the nominal value of shares issued by the Company in exchange for the fair value of assets acquired in respect of the acquisition of the Stechant Limited group. |
21. | RELATED PARTY DISCLOSURES |
At 31 March 2023 key management personnel owed the group a total of £Nil (2022: £10,327). The amount is included in debtors due within one year, is repayable on demand and interest is payable on the loan at 2.5% per annum. |
At 31 March 2023 key management personnel were owed by the group a total of £1,868,000 (2022: £1,868,000). |
At 31 March 2023 the group was owed £283,938 (2022: £672,157) by entities under common control. |
22. | ULTIMATE CONTROLLING PARTY |
The ultimate controlling party is J M Stevenson. |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
23. | RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
Period |
26.2.21 |
Year ended | to |
31.3.23 | 31.3.22 |
£ | £ |
(Loss)/profit before taxation | (167,869 | ) | 614,560 |
Depreciation charges | 821,104 | 808,681 |
Finance costs | 100,009 | 74,040 |
Finance income | (2,314 | ) | - |
750,930 | 1,497,281 |
(Increase)/decrease in trade and other debtors | (345,733 | ) | 126,630 |
Increase/(decrease) in trade and other creditors | 196,800 | (338,871 | ) |
Cash generated from operations | 601,997 | 1,285,040 |
24. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 884,539 | 900,131 |
Period ended 31 March 2022 |
31.3.22 | 26.2.21 |
£ | £ |
Cash and cash equivalents | 900,131 | - |
25. | ANALYSIS OF CHANGES IN NET DEBT |
At 1.4.22 | Cash flow | At 31.3.23 |
£ | £ | £ |
Net cash |
Cash at bank | 900,131 | (15,592 | ) | 884,539 |
900,131 | (15,592 | ) | 884,539 |
Debt |
Debts falling due within 1 year | (695,920 | ) | 138,899 | (557,021 | ) |
Debts falling due after 1 year | (530,666 | ) | 530,666 | - |
(1,226,586 | ) | 669,565 | (557,021 | ) |
Total | (326,455 | ) | 653,973 | 327,518 |
PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2023 |
26. | ACQUISITION OF BUSINESS |
On 2 March 2021, the group acquired 100% of the share capital of Stechant Limited for a consideration of £8,745,714. The director estimates the estimated the useful life of the goodwill to be 10 years. |
Consideration: | £ |
Cash | 1,592,000 |
Fair value of shares issued | 5,189,999 |
Deferred consideration | 1,868,000 |
Stamp duty | 43,250 |
Legal fees in relation to acquisition | 52,465 |
Total consideration | 8,745,714 |
Cash flow analysis: | £ |
Cash consideration | 1,592,000 |
Stamp Duty | 43,250 |
Legal fees in relation to acquisition | 52,465 |
1,687,715 |
Less Cash and cash equivalents acquired | (462,387 | ) |
Net cash outflow | (1,225,328 | ) |
The book and fair value of recognised amounts of identifiable assets acquired and liabilities assumed: |
£ |
Tangible fixed assets | 103,927 |
Debtors | 1.791.811 |
Cash at bank | 462,387 |
Creditors (falling due within one year) | (1,112,334 | ) |
Deferred tax | (19,746 | ) |
Total identifiable net assets | 1,226,045 |
Total consideration | 8,745,714 |
Goodwill | 7,519,669 |
Deferred consideration is payable as follows: | £ |
Within 1 year | 1,868,000 |
Total deferred consideration | 1,868,000 |
Deferred consideration has not been discounted, as the effect of discounting is not material. |
The revenue from the Stechant Limited group included in the consolidated income statement for 2022 was £6,569,900. The group contributed profit of £441,445 over the same period after the cost of consolidated goodwill amortisation. |