REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
NORTONS ASSURANCE LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, |
REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
FOR |
NORTONS ASSURANCE LIMITED |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 5 |
Profit and Loss Account | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
NORTONS ASSURANCE LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Directors: |
Registered office: |
Registered number: |
Auditors: |
Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Introduction |
The director presents the Strategic Report of Nortons Assurance Limited (the "Company") for the year ended 31 December 2023, including an assessment of the risks affecting the Company. |
Business review |
The Company's principal activity during the year continues to be that of a firm of Accountants providing audit and accountancy services. The Company saw a 216% reduction in profit on the prior year. The Company's loss for the year was £727,652 (2022:£628,657 profit). The turnover was £2,315,252 (2022: £1,943,533) 19% higher than the prior year. Operating profit for the year decreased by £1,163,552 to a loss of £475,535 compared to last year (2022: £688,017 profit). The Company's EBITDA decreased by 101% to a loss of £7,167 (2022: £1,096,025). The gross profit margin was 35% (2022: 29%), 19% higher than prior year. EBITDA is a better performance indicator of the financial strength and profitability of the Company given the large non-cash adjustments (depreciation and amortisation) in the year. |
The Company intends to return to growth in FY24 and beyond. |
Going Concern |
The Company has received a letter from Vistra Holdings Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for at least twelve months from the date of signing the statutory accounts. The director is satisfied that Vistra Holdings Limited has sufficient resources available to provide this support. |
The director consider that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the statutory accounts and thus continue to adopt the going concern basis of accounting in preparing the financial statements. |
Principal risks and uncertainties |
The Company is subjected to the following risks and uncertainties: |
Credit risk |
The Company's activities expose it to credit risk from trade receivables and has implemented strong controls to manage and mitigate this risk. The company has taken additional steps in 2023 and 2024 to improve the recovery of trade receivables, through systematic credit control, and team re-structuring. |
Liquidity risk |
Liquidity is low risk, but is managed via short term cash flow forecasting to identity any funding gaps, and robust credit control processes. |
Financial key performance indicators |
The Company's key performance indicators are revenue, gross profit, and EBITDA. Revenue and gross profit have increased in the year, but EBITDA was down 101% down from prior year due to no dividend receipt in the year. EBITDA is forecast to improve in 2024. |
On behalf of the board: |
30 August 2024 |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
The directors present their report with the financial statements of the Company for the year ended 31 December 2023. |
Principal activity |
The principal activity of the Company in the year under review was that of a firm of Accountants providing audit and accountancy services. |
Dividends |
No dividends will be distributed for the year ending 31 December 2023 (2022: nil). |
Events since the end of the year |
Information relating to events since the end of the year is given in note 21. |
Directors |
A S Campbell has held office during the whole of the period from 1 January 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
P J Cooper - resigned 14 December 2023. |
J Shaw - appointed 8 July 2024. |
Directors' responsibilities statement |
The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: |
- | select suitable accounting policies 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 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. |
RESULTS AND DIVIDENDS |
The loss for the year, after taxation, amounted to £727,652 (2022: profit £628,657). |
FUTURE DEVELOPMENTS |
The Company expects to continue to grow in 2024 and beyond. |
Statement as to disclosure of information to auditors |
Each of the persons who are Directors at the time when this Director's Report is approved has confirmed that: |
- so far as the Director is aware, there is no relevant audit information of which the Company's auditor is unaware; and |
- the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information. |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Auditors |
The auditors, Forvis Mazars 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 |
NORTONS ASSURANCE LIMITED |
Opinion |
We have audited the financial statements of Nortons Assurance Limited (the 'company') for the year ended 31 December 2023 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and notes to the financial statements, including a summary of significant accounting policies. |
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" (United Kingdom Generally Accepted Accounting Practice). |
In our opinion, the financial statements: |
- give a true and fair view of the state of the company's affairs as at 31 December 2023 and of its profit for the year then ended; |
- have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- have been prepared in accordance with the requirements of the Companies Act 2006. |
Basis for opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the "Auditor's responsibilities for the audit of the financial statements" section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. |
Conclusions relating to going concern |
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. |
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the 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. |
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the strategic report and the directors' report have been prepared in accordance with applicable legal requirements. |
Matters on which we are required to report by exception |
In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. |
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: |
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NORTONS ASSURANCE LIMITED |
- the financial statements are not in agreement with the accounting records and returns; or |
- certain disclosures of directors' remuneration specified by law are not made; or |
- we have not received all the information and explanations we require for our audit. |
Responsibilities of Directors |
As explained more fully in the directors' responsibilities statement set out on page three, 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 the 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. |
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation. |
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to: |
- Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations; |
- Inspecting correspondence, if any, with relevant licensing or regulatory authorities; |
- Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and |
- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud. |
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. |
In addition, we evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions. |
Our audit procedures in relation to fraud included but were not limited to: |
- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud; |
- Gaining an understanding of the internal controls established to mitigate risks related to fraud; |
- Discussing amongst the engagement team the risks of fraud; and |
- Addressing the risks of fraud through management override of controls by performing journal entry testing. |
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
NORTONS ASSURANCE LIMITED |
Use of the audit report |
This report is made solely to the company's members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Floor 5 |
Merck House |
Seldown Lane |
Poole |
Dorset |
BH15 1TW |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
PROFIT AND LOSS ACCOUNT |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
31/12/23 | 31/12/22 |
as restated |
Notes | £ | £ |
TURNOVER | 4 |
Cost of sales | ( |
) | ( |
) |
GROSS PROFIT |
Administrative expenses | ( |
) | ( |
) |
(475,535 | ) | (602,456 | ) |
Other operating income |
OPERATING (LOSS)/PROFIT | 7 | ( |
) |
Interest receivable and similar income |
(475,535 | ) | 688,091 |
Interest payable and similar expenses | 8 | ( |
) | ( |
) |
(LOSS)/PROFIT BEFORE TAXATION | ( |
) |
Tax on (loss)/profit | 9 | ( |
) |
(LOSS)/PROFIT FOR THE FINANCIAL YEAR | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR |
( |
) |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
BALANCE SHEET |
31 DECEMBER 2023 |
31/12/23 | 31/12/22 |
as restated |
Notes | £ | £ |
FIXED ASSETS |
Intangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank | 14 |
CREDITORS |
Amounts falling due within one year | 15 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
PROVISIONS FOR LIABILITIES | 16 | ( |
) | ( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Share premium | 18 |
Retained earnings | 18 | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 January 2022 | 590 | (450,633 | ) | 3,843,510 | 3,393,467 |
Changes in equity |
Total comprehensive income | - | 628,657 | - | 628,657 |
Balance at 31 December 2022 | 590 | 178,024 | 3,843,510 | 4,022,124 |
Changes in equity |
Total comprehensive loss | - | (727,652 | ) | - | (727,652 | ) |
Balance at 31 December 2023 | 590 | (549,628 | ) | 3,843,510 | 3,294,472 |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
1. | STATUTORY INFORMATION |
Nortons Assurance Limited (the 'Company') is a Company incorporated in the United Kingdom under the Companies Act 2006. |
The Company is a private Company limited by shares and the registered number of the Company is 09823227 and is registered in England and Wales. The Company's registered office is Suite 1, 7th Floor, 50 Broadway, London, SW1H 0BL. |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. |
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3). |
The following principal accounting policies have been applied: |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
- Preparation of a cash-flow statement and related notes (Section 7) |
- Certain financial instruments-related disclosures (Sections 11 & 12) |
- Certain share-based payment disclosures (Section 26) |
- Key management personnel compensation disclosure (Section 28) |
- Presentation of a reconciliation of shares outstanding in the period (Section 4) |
Preparation of consolidated financial statements |
The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006. |
Vistra Holdings Limited is the parent undertaking of the largest and smallest of the Group undertakings to consolidate these financial statements as at 31 December 2023. The consolidated financial statements of Vistra Holdings Limited can be obtained from Vistra Reading Holdings Limited, 7th Floor 50 Broadway, London, United Kingdom, SW1H 0DB. |
Going concern |
The financial statements have been prepared on a going concern basis of accounting. |
Earnings before income taxes, depreciation and amortisation for the year was a loss of £7,167 (2022: £1,096,025). EBITDA is a better performance indicator of the financial strength and profitability of the Company given the large non-cash adjustments (depreciation and amortisation) in the year. |
Forecasts have been prepared which project future profitability and positive cashflow. |
The Company has received a letter from Vistra Holdings Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for at least twelve months from the date of signing the statutory accounts. The directors are satisfied that Vistra Holdings Limited has sufficient resources available to provide this support. |
The directors consider that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the statutory accounts and thus continue to adopt the going concern basis of accounting in preparing the financial statements.. |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Foreign currency translation |
Functional and presentation currency |
The Company's functional and presentational currency is GBP. |
Transactions and balances |
Foreign currency transactions are translated into the functional currency using the monthly average exchange rates at the dates of the transactions. |
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined. |
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges. |
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'. |
Turnover |
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised: |
Rendering of services |
Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
- the amount of revenue can be measured reliably; |
- it is probable that the Company will receive the consideration due under the contract; |
- the stage of completion of the contract at the end of the reporting period can be measured reliably. |
Operating leases: the Company as lessee |
Rentals paid under operating leases are charged to profit and loss on a straight line basis over the lease term. |
Interest income |
Interest income is recognised in profit or loss using the effective interest method. |
Finance costs |
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument. |
Borrowing costs |
All borrowing costs are recognised in profit or loss in the year in which they are incurred. |
Pensions |
Defined contribution pension plan |
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. |
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds. |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Current and deferred taxation |
The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in Other Comprehensive Income or directly in equity, as appropriate. |
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the Balance Sheet date in the countries where the Company operates and generates income. |
Deferred income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. |
Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised. |
Intangible assets |
Goodwill |
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer's interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Profit and Loss Account over its useful economic life. |
The estimated useful lives range as follows: |
Goodwill - 10 years |
Other intangible assets |
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. |
The estimated useful lives range as follows: |
Brand name - 10 years |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Impairment of fixed assets and goodwill |
Assets that are subject to depreciation or amortisation are assessed at each Balance Sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (GGUs). Non-financial assets that have been previously impaired are reviewed at each Balance Sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. |
Valuation of investments |
Investments in subsidiaries are measured at cost less accumulated impairment. |
Debtors |
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Cash and cash equivalents |
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. |
Creditors |
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Provisions for liabilities |
Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation. |
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties. |
When payments are eventually made, they are charged to the provision carried in the Balance Sheet. |
Financial instruments |
The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares. |
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account. |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
2. | ACCOUNTING POLICIES - continued |
Financial instruments |
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS102 to all of its financial instruments. |
Financial instruments are recognised in the company's balance sheet 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. |
Classification of financial liabilities |
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. |
Basic financial liabilities |
Basic financial liabilities, including creditors, and loans from fellow group companies are initially recognised at transaction price. |
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable 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 initially recognised at transaction price. |
Accounting policies, estimates and errors |
Changes in an accounting policy are applied retrospectively unless this is impracticable or unless another FRS Standard sets specific transitional provisions. |
Changes in accounting estimates result from new information or new developments and, accordingly, are not corrections of errors. The effect of a change in an accounting estimate is recognised prospectively by including it in profit or loss: in the period of the change, if the change affects that period only? or the period of the change and future periods, if the change affects both. |
Errors are corrected retrospectively by restating the comparative amounts for the prior period(s) presented in which the error occurred. Unless it is impracticable to determine the effects of the error. |
3. | CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY |
In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimates) that have a significant impact on the amounts recognised and to make estimates and assumptions of the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods. |
Critical judgements in applying the Company's accounting policies |
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements. |
Carrying value of goodwill and other intangibles |
The directors have exercised key judgement in estimating the useful economic life of goodwill and other intangibles. In making its judgements management considered the detailed criteria for the valuation of goodwill and other intangibles set out in FRS 102 Section 18 Intangible Assets other than Goodwill and Section 19 Business Combinations and Goodwill. |
The carrying value of goodwill and intangible has been tested by applying a discounted cash flow calculation to consider the net present value of the asset. This calculation used client revenue data, and demonstrated that the carrying value was supported and that no impairment was required. |
Key source of estimation uncertainty |
There are no key assumptions concerning the future, and other key sources of estimation uncertainty at the Balance Sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
4. | TURNOVER |
The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the Company. |
An analysis of turnover by class of business is given below: |
31/12/23 | 31/12/22 |
as restated |
£ | £ |
An analysis of turnover by geographical market is given below: |
31/12/23 | 31/12/22 |
as restated |
£ | £ |
United Kingdom |
5. | EMPLOYEES AND DIRECTORS |
Staff costs, including directors' remuneration, were as follows: |
2023 | 2022 |
£ | £ |
Wages and salaries | 1,351,588 | 1,168,322 |
Social security costs | 146,477 | 128,960 |
Cost of defined contribution scheme | 63,965 | 49,837 |
1,562,030 | 1,347,119 |
The average number of employees including the directors during the year was as follows: |
2023 | 2022 |
Audit and accounting | 22 | 22 |
6. | DIRECTOR'S EMOLUMENTS |
2023 | 2022 |
£ | £ |
Director's emoluments | 181,565 | 156,109 |
Company contributions to defined contribution pension schemes | 8,206 | 7,618 |
Private Medical Insurance | 115 | 115 |
189,886 | 163,842 |
During the year retirement benefits were accruing to 1 director (2022: 1) in respect of defined contribution pension schemes. |
The highest paid director received remuneration of £181,565 (2022: £156,109). |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
7. | OPERATING (LOSS)/PROFIT |
The operating (loss)/profit is stated after charging: |
2023 | 2022 |
£ | £ |
Exchange differences | (58,941 | ) | (119,251 | ) |
8. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2023 | 2022 |
£ | £ |
Interest payable | 159,402 | 92,817 |
======= | ====== |
9. | TAXATION |
Analysis of the tax charge/(credit) |
The tax charge/(credit) on the loss for the year was as follows: |
31/12/23 | 31/12/22 |
as restated |
£ | £ |
Current tax: |
UK corporation tax |
Deferred tax | ( |
) | ( |
) |
Tax on (loss)/profit | ( |
) |
Reconciliation of total tax charge/(credit) 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: |
31/12/23 | 31/12/22 |
as restated |
£ | £ |
(Loss)/profit before tax | ( |
) |
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of (2022 - |
( |
) |
Effects of: |
Expenses not deductible for tax purposes |
Income not taxable for tax purposes | ( |
) |
Adjustments to tax charge in respect of previous periods | ( |
) |
Surrender of losses for nil tax payment | 52,652 | 55,201 |
Difference between current tax and deferred tax | (1,939 | ) | (7,756 | ) |
Total tax charge/(credit) | 92,715 | (33,383 | ) |
10. | PRIOR YEAR ADJUSTMENT |
Director's emoluments |
It was noted that the prior year bonus was correctly included within administrative expenses and accruals in the financial statements, however, was not included in the wages and salaries note. As a result, the prior year wages and salaries figure in note 5 has been understated and therefore restated in the current year accounts. The impact is an increase in the wages and salaries 2022 figure by £70,481. |
Restatement of comparatives |
The 2022 comparative numbers have been updated to reflect a true up adjustment entered in 2023 in relation to the group recharges recognise in 2022. The impact is a reduction in the year-end result of £33,069 and an increase in the inter-company liability of £33,069. |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
11. | INTANGIBLE FIXED ASSETS |
Brand |
Goodwill | name | Totals |
£ | £ | £ |
Cost |
At 1 January 2023 |
and 31 December 2023 |
Amortisation |
At 1 January 2023 |
Amortisation for year |
At 31 December 2023 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
12. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
Cost |
At 1 January 2023 |
and 31 December 2023 |
Net book value |
At 31 December 2023 |
At 31 December 2022 |
Subsidiary undertakings |
The following were subsidiary undertakings of the Company: |
Name | Registered office | Class of shares | Holding |
Vistra Holdings GmbH |
Univeritaetsstrusse 71, D-50931 Cologne,Germany |
Ordinary |
100% |
Vistra Assurance (Ireland) Limited | 32 Merrion Street Upper,Dublin 2, Ireland | Ordinary | 100% |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Called up share capital not paid | 100 | 100 |
Other debtors | 149,177 | - |
Prepayments and accrued income | 44,502 | 34,564 |
Trade debtors | 592,152 | 591,763 |
Work in progress | 11,900 | 43,100 |
Amounts owed by group undertakings | 3,643,813 | 3,082,931 |
4,441,644 | 3,752,458 |
14. | CASH AT BANK |
31/12/23 | 31/12/22 |
as restated |
£ | £ |
Bank account | 133,453 | 533,305 |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
15. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2023 | 2022 |
£ | £ |
Other creditors | - | 1,882 |
Trade creditors | - | 18,236 |
Accruals and deferred income | 168,765 | 93,881 |
Other taxation and social security | 178,698 | 8,869 |
Amounts owed to group undertakings | 5,372,188 | 4,955,444 |
5,719,651 | 5,078,312 |
16. | PROVISIONS FOR LIABILITIES |
31/12/23 | 31/12/22 |
as restated |
£ | £ |
Deferred tax | 62,770 | 95,055 |
Deferred |
tax |
£ |
Balance at 1 January 2023 |
Credit to Profit and Loss Account during year | ( |
) |
Balance at 31 December 2023 |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31/12/23 | 31/12/22 |
value: | as restated |
£ | £ |
A Ordinary | 1 | 100 | 100 |
B Ordinary | 5 | 490 | 490 |
590 | 590 |
The A and B shares rank pari passu with the exception of the following rights: |
A shares hold no right to participate whilst the B shares participate in proportion to the number of B shares held. |
On the return of capital the following rights apply: |
- Firstly the A shares have the right to the nominal value of each A share; and |
- Secondly the B shares have the right to the nominal value of each B share plus the balance of assets distributed in proposition to B shares held. |
No A share may be transferred without the consent of a majority of B shares. |
18. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 January 2023 | 178,024 | 3,843,510 | 4,021,534 |
Deficit for the year | (727,652 | ) | (727,652 | ) |
At 31 December 2023 | (549,628 | ) | 3,843,510 | 3,293,882 |
NORTONS ASSURANCE LIMITED (REGISTERED NUMBER: 09823227) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 DECEMBER 2023 |
19. | PENSION COMMITMENTS |
The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £63,965 (2022: £49,837). Contributions totalling £13,224 (2022: £4,789) were payable to the fund at the Balance Sheet date and are included in creditors. |
20. | RELATED PARTY DISCLOSURES |
Debtors and creditors include the following related party balances: |
Particulars | Debtors | Creditors |
Restated | Restated |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Vistra International Expansion Limited | 2,514,234 | 2,823,144 | 74,299 | 281,300 |
Vistra (UK) Limited | 9,00,000 | 2,280 | 64,426 | 21,404 |
Vistra Group Holdings (BVI) I Limited | - | - | - | 817,684 |
Vistra Holdings S.a.r.l. | 4,725 | 4,768 | 4,541,707 | 3,481,175 |
Vistra Group Management (Asia) Limited | 525 | 294,014 | 102,963 |
Vistra Corporate Law Limited | 47,248 | 47,248 | - | 3,798 |
Thevelia Limited | 34,237 |
Vistra IE Bidco | 1,377 |
Vistra Limited | 177,605 | 204,966 | 408,504 | 245,743 |
Total | 3,643,812 | 3,082,931 | 5,272,187 | 4,955,444 |
21. | POST BALANCE SHEET EVENTS |
There have been no significant events requiring disclosure or adjustment to the financial statements of the Company since the year end. |
22. | ULTIMATE CONTROLLING PARTY |
The Company's immediate parent company is Vistra Reading Holdings Limited, a Company registered in England and Wales. |
Vistra Holdings Limited, with registered address of Grand Pavilion, Hibiscus Way, 802 West Bay Road, Grand Cayman, KY1 -1205. 31119, Cayman Islands, is the largest and smallest of the group undertakings to consolidate the financial statements. The consolidated financial statements of Vistra Holdings Limited can be obtained from Vistra Reading Holdings Limited, 7th Floor, 50 Broadway, London, United Kingdom, SW1H 0HD. |