Company Registration No. 02773836 (England and Wales)
Whitechurch Asset Management Limited
Annual report and financial statements
for the year ended 28 February 2023
Whitechurch Asset Management Limited
Company information
Directors
Daniel Gregory
Gaynor Newman
Kean Seager
Amanda Tovey
Secretary
Robert Dyte
Company number
02773836
Registered office
c/o Saffery LLP
St Catherine's Court
Berkeley Place
Bristol
BS8 1BQ
Independent auditor
Saffery LLP
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
Whitechurch Asset Management Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 15
Whitechurch Asset Management Limited
Directors' report
For the year ended 28 February 2023
1

The directors present their annual report and financial statements for the year ended 28 February 2023.

Principal activities

The principal activity of the company continued to be that of a retirement solution for Independent Financial Advisers.

Results and dividends

The results for the year are set out on page 7.

Ordinary dividends were paid amounting to £50,000. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Daniel Gregory
Gaynor Newman
Kean Seager
Amanda Tovey
Auditor

Saffery LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

On behalf of the board
Daniel Gregory
Director
8 November 2023
Whitechurch Asset Management Limited
Directors' responsibilities statement
For the year ended 28 February 2023
2

The directors are responsible for preparing the annual 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:

 

 

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.

Whitechurch Asset Management Limited
Independent auditor's report
To the members of Whitechurch Asset Management Limited
3
Opinion

We have audited the financial statements of Whitechurch Asset Management Limited (the 'company') for the year ended 28 February 2023 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

 

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

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

 

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

 

We have nothing to report in this regard.

Whitechurch Asset Management Limited
Independent auditor's report (continued)
To the members of Whitechurch Asset Management Limited
4

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

 

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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.

Whitechurch Asset Management Limited
Independent auditor's report (continued)
To the members of Whitechurch Asset Management Limited
5

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the company by discussions with directors and by updating our understanding of the sector in which the company operates.

 

Laws and regulations of direct significance in the context of the company include The Companies Act 2006, UK Tax legislation and The Financial Services and Markets Act 2000, on which The Financial Conduct Authority (FCA) Handbook is based.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We reviewed the company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Whitechurch Asset Management Limited
Independent auditor's report (continued)
To the members of Whitechurch Asset Management Limited
6

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.

Neil Davies
Senior Statutory Auditor
For and on behalf of Saffery LLP
17 November 2023
Chartered Accountants
Statutory Auditors
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
Whitechurch Asset Management Limited
Statement of comprehensive income
For the year ended 28 February 2023
7
2023
2022
Notes
£
£
Turnover
3
826,944
855,829
Administrative expenses
(696,199)
(727,413)
Profit before taxation
130,745
128,416
Tax on profit
7
(82,675)
(77,160)
Profit for the financial year
48,070
51,256

The income statement has been prepared on the basis that all operations are continuing operations.

Whitechurch Asset Management Limited
Statement of financial position
As at 28 February 2023
28 February 2023
8
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
8
2,431,411
3,271,834
Current assets
Debtors
9
2,000
2,000
Cash at bank and in hand
113,370
106,701
115,370
108,701
Creditors: amounts falling due within one year
10
(594,780)
(731,235)
Net current liabilities
(479,410)
(622,534)
Total assets less current liabilities
1,952,001
2,649,300
Creditors: amounts falling due after more than one year
11
(1,933,361)
(2,628,730)
Net assets
18,640
20,570
Capital and reserves
Called up share capital
12
2,000
2,000
Profit and loss reserves
16,640
18,570
Total equity
18,640
20,570
The financial statements were approved by the board of directors and authorised for issue on 8 November 2023 and are signed on its behalf by:
Daniel Gregory
Director
Company Registration No. 02773836
Whitechurch Asset Management Limited
Statement of changes in equity
For the year ended 28 February 2023
9
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 March 2021
2,000
(32,686)
(30,686)
Year ended 28 February 2022:
Profit and total comprehensive income for the year
-
51,256
51,256
Balance at 28 February 2022
2,000
18,570
20,570
Year ended 28 February 2023:
Profit and total comprehensive income for the year
-
48,070
48,070
Dividends
6
-
(50,000)
(50,000)
Balance at 28 February 2023
2,000
16,640
18,640
Whitechurch Asset Management Limited
Notes to the financial statements
For the year ended 28 February 2023
10
1
Accounting policies
Company information

Whitechurch Asset Management Limited is a private company limited by shares incorporated in England and Wales. The registered office is c/o Saffery LLP, St Catherine's Court, Berkeley Place, Bristol, BS8 1BQ.

1.1
Accounting convention

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 the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The financial statements have been modified subject to fair value adjustments to goodwill. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of Independent Investment Analysis Limited. These consolidated financial statements are available from its registered office St Catherine's Court, Berkeley Place, Bristol BS8 1BQ.

1.2
Going concern

These financial statements are prepared on the going concern basis despite the balance sheet showing net current liabilities of £479,477 (2022: £622,530) at the year end. The directors have considered this position and have concluded that since the majority of current liabilities represent rights to future income, which, should that income not be at the expected level will correspondingly reduce, there will be no exposure to the company and the liabilities will not fall due for payment. Therefore the directors are confident that the company will be able to meet all actual liabilities as the fall due and that the going concern basis is appropriate.true

1.3
Turnover

Turnover represents commissions received in respect of the renewal of financial products and services. Renewal commission income is recognised in the accounts on the date that the monies are received into the company bank account.

Whitechurch Asset Management Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
1
Accounting policies (continued)
11
1.4
Intangible fixed assets - goodwill

Goodwill represents the fair value of estimated future income streams relating to commission rights acquired from retiring IFAs. The discount factor applied to estimate this fair value is 7% per annum. The goodwill is amortised in line with the income generated from these income streams over an estimated period of 10 years as this is the minimum period of commitment contracted in respect of the commission rights. Impairment reviews are undertaken in respect of any shortfalls from previous years' income against expectations, as the capitalised value is based upon these initial values.

1.5
Cash at bank and in hand

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.6
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

Whitechurch Asset Management Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
1
Accounting policies (continued)
12
1.8
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

2
Critical accounting judgements and key sources of estimation uncertainty

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.

 

The critical estimate is the valuation of goodwill for which future revenue receipts are assessed. The valuation is reviewed at each reporting date. The present value is calculated using an attrition rate of 9% and a discount rate of 7%.

3
Turnover

The turnover and profit before tax are attributable to the one principal activity of the company. All turnover arose from activities carried out in the UK and relates to the rendering of services.

 

4
Operating profit
2023
2022
Operating profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
-
0
-
0
Amortisation of intangible assets
645,460
680,052

The audit costs in respect of the company's financial statements are borne by other group companies and amounted to £2,900 (2022: £2,800).

5
Employees

There were no employees during the current or prior year.

Whitechurch Asset Management Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
13
6
Dividends
2023
2022
£
£
Final paid
50,000
-
0
7
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
82,680
77,160
Adjustments in respect of prior periods
(5)
-
0
Total current tax
82,675
77,160

 

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit before taxation
130,745
128,416
Expected tax charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
24,842
24,399
Change in unrecognised deferred tax assets
124,843
106,269
Adjustments in respect of prior years
(5)
-
0
Permanent capital allowances in excess of depreciation
(37,043)
-
0
Remeasurement of deferred tax
(29,962)
(53,508)
Taxation charge for the year
82,675
77,160

A deferred tax asset totalling £222,948 (2021: £116,685), relating to differences between the tax and accounting value of assets, has not been recognised in the financial statements as the directors do not believe that it will be recoverable.

Whitechurch Asset Management Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
14
8
Intangible fixed assets
Goodwill
£
Cost
At 1 March 2022
9,956,036
Other changes
(194,963)
At 28 February 2023
9,761,073
Amortisation and impairment
At 1 March 2022
6,684,202
Amortisation charged for the year
645,460
At 28 February 2023
7,329,662
Carrying amount
At 28 February 2023
2,431,411
At 28 February 2022
3,271,834

Other changes in respect of goodwill relates to adjustments to estimated future revenue which is recognised as an adjustment to consideration in accordance with section 19.13 of FRS 102.

9
Debtors
2023
2022
Amounts falling due within one year:
£
£
Other debtors
2,000
2,000
10
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
14,050
10,970
Corporation tax
82,680
77,160
Other creditors
498,050
643,105
594,780
731,235
11
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
1,933,361
2,628,730
Whitechurch Asset Management Limited
Notes to the financial statements (continued)
For the year ended 28 February 2023
11
Creditors: amounts falling due after more than one year (continued)
15

Included in the above is an amount of £542,107 (2022: £877,516) payable in more than five years from the balance sheet date.

12
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
2,000
2,000
2,000
2,000
13
Related party transactions

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. At the balance sheet date £2,000 (2022: £2,000) was owed by group companies which has been included within other debtors.

14
Controlling party

The company is a wholly owned subsidiary of Independent Investment Analysis Limited, a company registered in England and Wales. Group accounts may be obtained from the registered office at C/O Saffery LLP, St Catherine's Court, Berkeley Place, Bristol, BS8 1BQ.

The company's ultimate controlling party is Kean Seager, by virtue of this majority interest (including family interest) in the parent company.

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