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REGISTERED NUMBER: 09280047 (England and Wales)










Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2022

for

NFP UK Holdings Limited

NFP UK Holdings Limited (Registered number: 09280047)






Contents of the Consolidated Financial Statements
for the Year Ended 31 December 2022




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


NFP UK Holdings Limited

Company Information
for the Year Ended 31 December 2022







DIRECTORS: Ms N J Carter
R Hilzenrath
D G Jarrett
M S Pawley
Mrs G L Saunders
B Lock



REGISTERED OFFICE: 14 Caroline Point
62 Caroline Street
Birmingham
B3 1UF



REGISTERED NUMBER: 09280047 (England and Wales)



SENIOR STATUTORY AUDITOR: John D Lee FCA



AUDITORS: Xeinadin Audit Limited
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD

NFP UK Holdings Limited (Registered number: 09280047)

Group Strategic Report
for the Year Ended 31 December 2022

The directors present their strategic report of the company and the group for the year ended 31 December 2022.

REVIEW OF BUSINESS
NFP UK Holdings has been financially strong and resilient throughout 2022 and has seen significant organic growth as well as an acquisition. Mason James Insurance Services was acquired in October 2022 and is already contributing to the group performance, further strengthening the group's position within the Commercial Insurance sector in the UK. Integrating this entity plus 8 new trading entities acquired in 2021 has been a key focus for the directors of NFP UK Holdings throughout the financial year. A further 5 acquisitions have also been completed in 2023 as at the date of this report.

PRINCIPAL RISKS AND UNCERTAINTIES
Aside from the continued impacts of Covid 19 and the general economic environment within the UK and Ireland, there are no significant business risks. The business is performing consistently well, at a strong margin, with diversification across multiple business lines. Furthermore, NFP UK Holdings has the financial support and backing (with significant further investment planned) of NFP Corp, its US-based parent company.

FINANCIAL PERFORMANCE
Revenue has increased by 72% from 2021 (£14.4m) to 2022 (£24.8m). This is predominantly due to the full year impact of the 2021 acquisitions of The Connor Consultancy Ltd and the KGJ Group. Additionally, performance within the existing business has remained strong and new business has grown throughout the period. A need to invest in the business as it grows in terms of technology, integration, additional staff in central services and leadership has resulted in increased administrative expenses. These costs have been necessary to ensure that the growth and resilience of the company is sustainable in the longer term. This coupled with the impact of amortisation charges of £3.7m have resulted in a loss before tax of £1,553k (2021: £67k profit restated to £23k profit) despite a healthy underlying trading profit. Gross profit of £22.5m (2021: £13.5m) is a strong result for a year in which NFP UK Holdings has experienced fundamental business change and in the context of a challenging economic climate.


NFP UK Holdings Limited (Registered number: 09280047)

Group Strategic Report
for the Year Ended 31 December 2022

FUTURE DEVELOPMENTS
Further significant growth and expansion in the UK and Ireland is planned for 2023, during which five additional acquisitions have been completed. The key strategic aims and areas of focus for 2023 and beyond are to further consolidate and integrate the newly-acquired businesses, maximise sales opportunities to achieve additional organic growth across the group and to expand into new geographical areas and product lines through further acquisitions.

A post-balance sheet event was identified in 2023, impacting revenue in the KGJ group. Pre-acquisition procedures have led to an overstatement of income in the current and prior years. Income has been restated in the 2022 KGJ subsidiary accounts (and subsequently the group consolidated accounts) to reflect the payments that are due to be made back to clients. The sellers have committed to reimbursing the full amount payable, which will be reflected in the 2023 KGJ and consolidated group accounts.

With regards to the ultimate ownership of NFP UK Holdings Ltd, in December 2023 it was announced that NFP had signed a definitive agreement to be acquired by Aon. This transaction will formally complete during the financial year 2024.

ON BEHALF OF THE BOARD:





Ms N J Carter - Director


4 March 2024

NFP UK Holdings Limited (Registered number: 09280047)

Report of the Directors
for the Year Ended 31 December 2022

The directors present their report with the financial statements of the company and the group for the year ended 31 December 2022.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of the provision of financial services throughout the UK and Ireland.

DIVIDENDS
No dividends will be distributed for the year ended 31 December 2022.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 January 2022 to the date of this report.

Ms N J Carter
R Hilzenrath
D G Jarrett
M S Pawley
Mrs G L Saunders

Other changes in directors holding office are as follows:

B Lock was appointed as a director after 31 December 2022 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are 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 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

NFP UK Holdings Limited (Registered number: 09280047)

Report of the Directors
for the Year Ended 31 December 2022


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Ms N J Carter - Director


4 March 2024

Report of the Independent Auditors to the Members of
NFP UK Holdings Limited

Opinion
We have audited the financial statements of NFP UK Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2022 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 December 2022 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 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 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 directors with respect to going concern are described in the relevant sections of this report.

Report of the Independent Auditors to the Members of
NFP UK Holdings Limited


Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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.

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 Directors 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 Directors 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 Directors.

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 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 four, 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 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Report of the Independent Auditors to the Members of
NFP UK Holdings 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:

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:
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity.

The following laws and regulations were identified as being of significance to the entity:
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation.
-Those laws and regulations for which non-compliance may be fundamental to the operating aspects of the business and therefore may have a material effect on the financial statements include health and safety legislation, FCA legislation, GDPR.

Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised of: inquiries of management and those charged with governance as to whether the entity complies with such laws and regulations; enquiries with the same concerning any actual or potential litigation or claims; inspection of relevant legal correspondence; review of board minutes; testing the appropriateness of journal entries; and the performance of analytical review to identify unexpected movements in account balances which may be indicative of fraud.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed.

Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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
NFP UK Holdings 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.




John D Lee FCA (Senior Statutory Auditor)
for and on behalf of Xeinadin Audit Limited
8th Floor Becket House
36 Old Jewry
London
EC2R 8DD

6 March 2024

NFP UK Holdings Limited (Registered number: 09280047)

Consolidated Income Statement
for the Year Ended 31 December 2022

31.12.22 31.12.21
as restated
Notes £    £   

TURNOVER 3 24,802,631 14,401,811

Cost of sales 2,270,878 944,787
GROSS PROFIT 22,531,753 13,457,024

Administrative expenses 24,121,324 13,038,270
(1,589,571 ) 418,754

Other operating income 53,380 (395,460 )
OPERATING (LOSS)/PROFIT 5 (1,536,191 ) 23,294

Interest receivable and similar income 2,505 833
(1,533,686 ) 24,127

Interest payable and similar expenses 6 27 1,136
(LOSS)/PROFIT BEFORE TAXATION (1,533,713 ) 22,991

Tax on (loss)/profit 7 195,262 296,548
LOSS FOR THE FINANCIAL YEAR (1,728,975 ) (273,557 )
Loss attributable to:
Owners of the parent (1,728,975 ) (273,557 )

NFP UK Holdings Limited (Registered number: 09280047)

Consolidated Other Comprehensive Income
for the Year Ended 31 December 2022

31.12.22 31.12.21
as restated
Notes £    £   

LOSS FOR THE YEAR (1,728,975 ) (273,557 )


OTHER COMPREHENSIVE LOSS
Foreign exchange on revaluation - (20,591 )
Income tax relating to other
comprehensive loss

-

-

OTHER COMPREHENSIVE LOSS FOR THE
YEAR, NET OF INCOME TAX

-

(20,591

)
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR

(294,148

)
Note
Prior year adjustment 9 (44,485 )
TOTAL COMPREHENSIVE LOSS SINCE
LAST ANNUAL REPORT

(1,773,460

)

Total comprehensive loss attributable to:
Owners of the parent (1,773,460 ) (294,148 )

NFP UK Holdings Limited (Registered number: 09280047)

Consolidated Balance Sheet
31 December 2022

31.12.22 31.12.21
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 46,981,346 42,084,553
Tangible assets 11 974,093 587,606
Investments 12 - -
47,955,439 42,672,159

CURRENT ASSETS
Debtors 13 14,097,732 11,277,522
Cash at bank and in hand 8,599,799 10,718,345
22,697,531 21,995,867
CREDITORS
Amounts falling due within one year 14 61,491,155 55,383,211
NET CURRENT LIABILITIES (38,793,624 ) (33,387,344 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

9,161,815

9,284,815

CREDITORS
Amounts falling due after more than
one year

15

-

(552,500

)

PROVISIONS FOR LIABILITIES 17 (5,918,730 ) (3,760,255 )
NET ASSETS 3,243,085 4,972,060

CAPITAL AND RESERVES
Called up share capital 18 1,000 1,000
Retained earnings 19 3,242,085 4,971,060
SHAREHOLDERS' FUNDS 3,243,085 4,972,060

The financial statements were approved by the Board of Directors and authorised for issue on 4 March 2024 and were signed on its behalf by:




Ms N J Carter - Director


NFP UK Holdings Limited (Registered number: 09280047)

Company Balance Sheet
31 December 2022

31.12.22 31.12.21
as restated
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 123,708 -
Investments 12 56,503,113 49,345,500
56,626,821 49,345,500

CURRENT ASSETS
Debtors 13 3,631,178 1,467,899
Cash at bank 1,420 1,782
3,632,598 1,469,681
CREDITORS
Amounts falling due within one year 14 54,966,430 45,289,116
NET CURRENT LIABILITIES (51,333,832 ) (43,819,435 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

5,292,989

5,526,065

CAPITAL AND RESERVES
Called up share capital 18 1,000 1,000
Retained earnings 19 5,291,989 5,525,065
SHAREHOLDERS' FUNDS 5,292,989 5,526,065

Company's loss for the financial year (233,076 ) (685,371 )

The financial statements were approved by the Board of Directors and authorised for issue on 4 March 2024 and were signed on its behalf by:





Ms N J Carter - Director


NFP UK Holdings Limited (Registered number: 09280047)

Consolidated Statement of Changes in Equity
for the Year Ended 31 December 2022

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   

Balance at 1 January 2021 1,000 5,244,617 20,591 5,266,208

Changes in equity
Total comprehensive loss - (229,072 ) (20,591 ) (249,663 )
Balance at 31 December 2021 1,000 5,015,545 - 5,016,545
Prior year adjustment - (44,485 ) - (44,485 )
As restated 1,000 4,971,060 - 4,972,060

Changes in equity
Total comprehensive loss - (1,728,975 ) - (1,728,975 )
Balance at 31 December 2022 1,000 3,242,085 - 3,243,085

NFP UK Holdings Limited (Registered number: 09280047)

Company Statement of Changes in Equity
for the Year Ended 31 December 2022

Called up
share Retained Total
capital earnings equity
£    £    £   

Balance at 1 January 2021 1,000 6,210,436 6,211,436

Changes in equity
Total comprehensive loss - (685,371 ) (685,371 )
Balance at 31 December 2021 1,000 5,525,065 5,526,065

Changes in equity
Total comprehensive loss - (233,076 ) (233,076 )
Balance at 31 December 2022 1,000 5,291,989 5,292,989

NFP UK Holdings Limited (Registered number: 09280047)

Consolidated Cash Flow Statement
for the Year Ended 31 December 2022

31.12.22 31.12.21
as restated
Notes £    £   
Cash flows from operating activities
Cash generated from operations 21 4,091,028 6,211,311
Interest paid (27 ) (1,136 )
Grant income 3,361 -
Tax paid (1,164,312 ) (425,649 )
Net cash from operating activities 2,930,050 5,784,526

Cash flows from investing activities
Purchase of intangible fixed assets (1,223,617 ) (2,341,789 )
Purchase of tangible fixed assets (726,533 ) (237,394 )
Purchase of new subsidiaries (7,157,613 ) (30,580,107 )
Cash movement on restructuring 1,119,373 7,008,339
Interest received 2,505 833
Net cash from investing activities (7,985,885 ) (26,150,118 )

Cash flows from financing activities
Increase in parent company loans in year 2,937,289 26,376,909
Foreign exchange (loss)/gain - 20,591
Net cash from financing activities 2,937,289 26,397,500

(Decrease)/increase in cash and cash equivalents (2,118,546 ) 6,031,908
Cash and cash equivalents at beginning
of year

22

10,718,345

4,686,437

Cash and cash equivalents at end of
year

22

8,599,799

10,718,345

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements
for the Year Ended 31 December 2022

1. STATUTORY INFORMATION

NFP UK Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation
The group financial statements consolidate the financial statements of NFP UK Holdings Limited and all its subsidiary undertakings drawn up to 31 December each year. Where no financial statements are prepared management accounts are used.

Turnover
Turnover is recognized to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognized:

Commissions receivable
Commissions receivable are recognized when the related pension contributions are made to the scheme provider less any potential clawbacks.

Rendering of services
Revenue from contracts to provide a service are recognized over the contract as services are completed. Amounts invoiced or paid in advance are deferred until the relevant period.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of subsidiaries, is being amortised evenly over its estimated useful life of 15 years as set out by the US holding company. Amortisation is included within the statement of comprehensive income under administration expenses.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of five years.

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Improvements to property - 25% on cost, 20% on cost and 10% on cost
Plant and machinery - 33% on cost, 25% on reducing balance and 20% on cost
Fixtures and fittings - 20% on cost, 20% on reducing balance, 15% on cost and 10% on cost
Computer equipment - 33% on cost, 33% on reducing balance, 25% on cost, 20% on cost and at varying rates on cost

Financial instruments
Trade and other receivable
Trade and other receivables are measured at transaction price less any impairment unless the arrangement constitutes a financing transaction in which case the transaction is measured at the present value of the future receipts discounted at the prevailing market rate of interest . Loans are initially measured at fair value and are subsequently measured at amortised cost using the effective interest method less any impairment.

Trade and other payables
Trade and other payables are measured at their transaction price unless the arrangement constitutes a financing transaction in which case the transaction is measured at present value of future payments discounted at prevailing market rate of interest. Other financial liabilities are initially measured at fair value net of their transaction costs. They are subsequently measured at amortised cost using the effective interest method.

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.

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.

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

2. ACCOUNTING POLICIES - continued

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

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.

Exemptions for qualifying entities
NFP UK Holdings Limited, as an individual entity, meets the definition of a qualifying entity per FRS and has taken advantage of the exemption available in paragraph 1.12 of FRS from presenting a company-only statement of cash flows. These consolidated financial statements include a consolidated statement of cash flows which include the cash flows of NFP UK Holdings Limited.

Cash at bank
Cash at bank in the balance sheet comprise cash at banks and in hand and short term deposits with an original maturity date of three months or less.

Employee Benefits
The company recognises an accrual for accumulated annual leave accrued by employees as a result of services rendered in the current period for which employees can carry forward and use within the next year. The accrual is measured at the salary cost of the respective employee in relation to the period of absence.

3. TURNOVER

The turnover and loss (2021 - profit) before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

31.12.22 31.12.21
as restated
£    £   
Rendering of services 24,802,631 14,401,811
24,802,631 14,401,811

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

3. TURNOVER - continued

An analysis of turnover by geographical market is given below:

31.12.22 31.12.21
as restated
£    £   
United Kingdom 24,802,631 14,401,811
24,802,631 14,401,811

4. EMPLOYEES AND DIRECTORS
31.12.22 31.12.21
as restated
£    £   
Wages and salaries 12,971,324 6,821,713
Social security costs 1,546,004 566,662
Other pension costs 647,563 393,568
15,164,891 7,781,943

The average number of employees during the year was as follows:
31.12.22 31.12.21
as restated

Senior management 13 12
Finance 19 11
Advisory personnel 256 191
288 214

The average number of employees by undertakings that were proportionately consolidated during the year was 288 (2021 - 214 ) .

31.12.22 31.12.21
as restated
£    £   
Directors' remuneration 1,594,838 507,088
Directors' pension contributions to money purchase schemes 126,942 14,676

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

4. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
31.12.22 31.12.21
as restated
£    £   
Emoluments etc 450,073 273,278
Pension contributions to money purchase schemes 22,556 14,676

5. OPERATING (LOSS)/PROFIT

The operating loss (2021 - operating profit) is stated after charging/(crediting):

31.12.22 31.12.21
as restated
£    £   
Hire of plant and machinery 52,283 62,314
Other operating leases 477,801 454,582
Depreciation - owned assets 319,512 233,495
Loss on disposal of fixed assets - 408,413
Goodwill amortisation 3,720,085 2,000,042
Computer software amortisation 51,419 32,966
Auditors' remuneration 15,800 15,000
Auditors' remuneration for non audit work 11,500 10,500
Foreign exchange differences (29,400 ) (2,515 )

6. INTEREST PAYABLE AND SIMILAR EXPENSES
31.12.22 31.12.21
as restated
£    £   
Bank loan interest - 140
Other interest 27 150
Hire purchase - 846
27 1,136

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

7. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
31.12.22 31.12.21
as restated
£    £   
Current tax:
UK corporation tax 59,308 246,093

Deferred tax 135,954 50,455
Tax on (loss)/profit 195,262 296,548

UK corporation tax was charged at 19 %) in 2021.

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:

31.12.22 31.12.21
as restated
£    £   
(Loss)/profit before tax (1,533,713 ) 22,991
(Loss)/profit multiplied by the standard rate of corporation tax in
the UK of 19 % (2021 - 19 %)

(291,405

)

4,368

Effects of:
Expenses not deductible for tax purposes 652,398 392,102
Capital allowances in excess of depreciation (342,006 ) (40,317 )
Utilisation of tax losses 23,850 (118,512 )
Adjustments to tax charge in respect of previous periods 16,471 -

Deferred tax 135,954 50,455
Prior year adjustment affects - 8,452
Total tax charge 195,262 296,548

Tax effects relating to effects of other comprehensive income

There were no tax effects for the year ended 31 December 2022.


NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

7. TAXATION - continued
31.12.21
Gross Tax Net
£    £    £   
Foreign exchange on revaluation (20,591 ) - (20,591 )

Expenses not deductible for tax purposes includes amortization of goodwill arising on acquisition of subsidiaries.

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements.


9. PRIOR YEAR ADJUSTMENT

As a result of internal compliance procedures, the directors have identified a post-balance sheet event during 2023 impacting revenue within the KGJ group subsidiaries. Pre-acquisition procedures have led to an overstatement of income in the current and prior years. Income has been restated in the 2022 accounts of the KGJ group (and subsequently the group consolidated accounts) to reflect the payments that are due to be made back to clients. The prior owners of the KGJ group have committed to reimbursing the full amount payable, which will be reflected in the 2023 KGJ and consolidated group accounts.

The results of this adjustment has affected the 2021 group figures as follows:
- Turnover has reduced by £35,486
- Goodwill cost has increased by £539,555
- Goodwill amortisation had increased by £9,000
- Provisions have increased by £575,041
- Profit before tax has decreased by £44,886

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1 January 2022 46,769,852 136,119 46,905,971
Additions 8,207,908 1,223,617 9,431,525
Disposals (788,500 ) - (788,500 )
At 31 December 2022 54,189,260 1,359,736 55,548,996
AMORTISATION
At 1 January 2022 4,788,412 33,006 4,821,418
Amortisation for year 3,720,085 51,419 3,771,504
Reclassification/transfer - (25,272 ) (25,272 )
At 31 December 2022 8,508,497 59,153 8,567,650
NET BOOK VALUE
At 31 December 2022 45,680,763 1,300,583 46,981,346
At 31 December 2021 41,981,440 103,113 42,084,553

The following material intangible fixed assets exist:



Goodwill arising on the acquisition of:


Carrying value (£


)
Remaining
amortisation
(months


)
NFP Benefits Consultants Limited 1,122,258 85
NFP Commercial Solutions Limited 1,742,096 98
Mayfield Holdings LImited 2,105,907 119
Friary Insurance Services Limited 2,244,818 153
Johnson Fleming Group Limited &
Johnson Fleming Future Life Planning
Limited


6,130,936


145
The Connor Consultancy Limited 5,969,326 165
KGJ Insurance Group Limited 23,454,607 165
Purchased book of Insurance clients 2,030,110 107
Mason James Insurance Services
Limited

1,659,143

176

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

11. TANGIBLE FIXED ASSETS

Group
Improvements Fixtures
to Plant and and Computer
property machinery fittings equipment Totals
£    £    £    £    £   
COST
At 1 January 2022 91,979 199,811 230,809 311,547 834,146
Additions 132,544 - - 598,727 731,271
Reclassification/transfer - - (22,995 ) 22,995 -
At 31 December 2022 224,523 199,811 207,814 933,269 1,565,417
DEPRECIATION
At 1 January 2022 36,854 39,977 75,991 93,718 246,540
Charge for year 18,241 53,430 45,786 202,055 319,512
Reclassification/transfer - - (22,788 ) 48,060 25,272
At 31 December 2022 55,095 93,407 98,989 343,833 591,324
NET BOOK VALUE
At 31 December 2022 169,428 106,404 108,825 589,436 974,093
At 31 December 2021 55,125 159,834 154,818 217,829 587,606

Company
Improvements
to
property
£   
COST
Additions 132,544
At 31 December 2022 132,544
DEPRECIATION
Charge for year 8,836
At 31 December 2022 8,836
NET BOOK VALUE
At 31 December 2022 123,708

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 January 2022 49,345,500
Additions 7,157,613
At 31 December 2022 56,503,113
NET BOOK VALUE
At 31 December 2022 56,503,113
At 31 December 2021 49,345,500


NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

12. FIXED ASSET INVESTMENTS - continued


The company's investments at the balance sheet date in the share capital of companies include the following:

Direct subsidiaries

Name Activities Class of share Percentage held

NFP Benefits Consultants Limited Benefits consultancy Ordinary 100%
NFP Commercial Solutions Limited Insurance brokerage Ordinary 100%
Mayfield Holdings Limited Holding company Ordinary 100%
Friary Insurance Services Limited Holding company Ordinary 100%
Johnson Fleming Group Limited Holding company Ordinary 100%
Johnson Fleming Future Life Planning
Limited

Financial advice

Ordinary

100%
The Connor Consultancy Limited HR advice Ordinary 100%
The KGJ Insurance Services Group
Limited

Insurance brokerage

Ordinary

100%
Mason James Insurance Services
Limited

Insurance brokerage

Ordinary

100%
NFP Management Limited Management services Ordinary 100%

Indirect subsidiaries

Name Activities Class of share Percentage held

NFP Wealth Management Limited Financial advice Ordinary 100%
Ernest R.Shaw Limited Insurance brokerage Ordinary 100%
Johnson Fleming Limited Financial advice Ordinary 100%
Johnson Fleming Services Limited Financial advice Ordinary 100%
KGJ Commercial Insurance Services
Ltd

Insurance brokerage

Ordinary

100%
KGJ Insurance Services Ltd Insurance brokerage Ordinary 100%
Annan Insurance Services Limited Insurance brokerage Ordinary 100%
MPM Insurance Services Limited Insurance brokerage Ordinary 100%
Insureit UK Ltd Insurance brokerage Ordinary 100%
Insurance Risk and Claims
Management Ltd

Insurance brokerage

Ordinary

100%

Also included in the consolidated financial statement are the following dormant subsidiaries:
Mackenzie Taylor Holdings Limited
Mackenzie Taylor Benefits Consultants Limited
NFP International Limited
Linkfield Corporate Solutions Limited
Wentworth Employee Benefits Limited
NFP Consultants Limited
NFP Holdings Limited
Hallam Green Insurance Services Ltd

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

12. FIXED ASSET INVESTMENTS - continued

KGJ-Annan Financial Services Limited
Click 2 Insure Limited
The Family Fleet Insurance Limited
KGJ Insurance Services (Midlands) Limited

All the above subsidiaries are included in these consolidated financial statements.

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.22 31.12.21 31.12.22 31.12.21
as
restated
as
restated
£    £    £    £   
Trade debtors 12,433,707 9,568,242 - -
Amounts owed by group undertakings - 697,199 3,518,865 1,448,724
Other debtors 31,702 63,355 - -
Tax 1,037,562 411,476 - -
VAT - - 23,788 -
Deferred tax asset - - 88,525 -
Prepayments and accrued income 594,761 537,250 - 19,175
14,097,732 11,277,522 3,631,178 1,467,899

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
31.12.22 31.12.21 31.12.22 31.12.21
as
restated
as
restated
£    £    £    £   
Trade creditors 13,725,963 9,801,858 61,463 43,481
Amounts owed to group undertakings 44,320,165 42,080,075 54,877,668 45,184,456
Tax 128,486 607,404 - -
Social security and other taxes 649,165 387,975 - -
VAT 286,421 301,385 - -
Other creditors 165,176 686,427 - -
Accruals and deferred income 2,215,779 1,518,087 27,299 61,179
61,491,155 55,383,211 54,966,430 45,289,116

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
31.12.22 31.12.21
as restated
£    £   
Other creditors - 552,500



16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
31.12.22 31.12.21
as restated
£    £   
Within one year 301,906 419,166
Between one and five years 839,510 720,600
In more than five years 653,650 822,600
1,795,066 1,962,366

Company
Non-cancellable operating leases
31.12.22 31.12.21
as restated
£    £   
Within one year 15,000 -
Between one and five years 82,000 -
In more than five years 8,500 -
105,500 -

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

17. PROVISIONS FOR LIABILITIES

Group
31.12.22 31.12.21
as restated
£    £   
Deferred tax
Accelerated capital allowances 325,652 76,537
Tax losses carried forward (133,262 ) -
Other timing differences 7,547 1,661
199,937 78,198

Other provisions 5,718,793 3,682,057

Aggregate amounts 5,918,730 3,760,255

Group
Deferred Other
tax provisions
£    £   
Balance at 1 January 2022 78,198 3,682,057
Provided during year 121,739 2,272,736
Unused amounts reversed during year - (236,000 )
Balance at 31 December 2022 199,937 5,718,793

Company
Deferred
tax
£   
Provided during year (88,525 )
Balance at 31 December 2022 (88,525 )

Included within provisions relating are costs which may be incurred on the failure of an insurance provider along with deferred consideration relating to the purchases of subsidiaries.

Provisions have been made to account for amounts owing back to clients as a result of the pre-acquisition procedures with the KGJ subsidiary leading to an overstatement of revenue. More details are set out in the strategic report. This has resulted in a reduction to revenue and pre tax profits.

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

18. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.12.22 31.12.21
value: as
restated
£    £   
1,000 Ordinary £1 1,000 1,000

All shares have normal voting rights with no restrictions on the distribution of dividends or repayment of capital

19. RESERVES

Group
Retained
earnings
£   

At 1 January 2022 5,015,545
Prior year adjustment (44,485 )
4,971,060
Deficit for the year (1,728,975 )
At 31 December 2022 3,242,085

Company
Retained
earnings
£   

At 1 January 2022 5,525,065
Deficit for the year (233,076 )
At 31 December 2022 5,291,989


NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

20. ULTIMATE CONTROLLING PARTY

The directors consider the ultimate parent company is Madison Dearborn Partners LLC a company registered in the United States of America and the immediate parent company to be NFP Corp a company incorporated in the United States of America.

The accounts of Madison Dearborn Partners LLC for the year ended 31 December 2021 may be requested from the following address;

Madison Dearborn Partners LLC
70 W. Madison St.
Suite 4600
Chicago, Illinois 60602
USA

21. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
31.12.22 31.12.21
as restated
£    £   
(Loss)/profit before taxation (1,533,713 ) 22,991
Depreciation charges 4,091,016 2,266,503
Loss on disposal of fixed assets 788,500 408,413
Provisions movement (120,736 ) 35,486
Government grants (3,361 ) -
Finance costs 27 1,136
Finance income (2,505 ) (833 )
3,219,228 2,733,696
Increase in trade and other debtors (2,885,849 ) (5,249,601 )
Increase in trade and other creditors 3,757,649 8,727,216
Cash generated from operations 4,091,028 6,211,311

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022

22. 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 December 2022
31.12.22 1.1.22
£    £   
Cash and cash equivalents 8,599,799 10,718,345
Year ended 31 December 2021
31.12.21 1.1.21
as restated
£    £   
Cash and cash equivalents 10,718,345 4,686,437


23. ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.22 Cash flow At 31.12.22
£    £    £   
Net cash
Cash at bank and in hand 10,718,345 (2,118,546 ) 8,599,799
10,718,345 (2,118,546 ) 8,599,799
Total 10,718,345 (2,118,546 ) 8,599,799

NFP UK Holdings Limited (Registered number: 09280047)

Notes to the Consolidated Financial Statements - continued
for the Year Ended 31 December 2022


24. ACQUISITIONS DURING THE YEAR

The following companies were acquired during the year:
Mason James Insurance Services limited

All acquisitions were for 100% of the voting equity and were settled in cash. All are accounted for using the purchase method of accounting.

Assets and liabilities recognised on acquisition:



Mason James
Insurance
Services
Limited
Tangible fixed assets 4,738
Debtors 383,096
Cash at bank and in hand 1,119,373
Creditors 406,393

Since acquisition the investments have contributed the following to the groups trading position:


Mason James
Insurance Services
Limited
Turnover 274,582
Profit for the year 116,801