Company registration number:
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COMPANY INFORMATION
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CONTENTS
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STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
Activity
The principal activity of Cushon MT Limited (“the Company”) continues to be that of a scheme manager and scheme funder for the Cushon Master Trust (‘CMT’), a master trust authorised by The Pensions Regulator. The Company is a direct subsidiary of Cushon Group Limited. On 1 June 2023, NatWest Group acquired c.85% of the shares in Cushon Group. “Cushon Group” refers to NW A Holdings Limited and its subsidiaries. Cushon Group provides workplace savings to individuals through its market leading technology platform.
Review of the year
Business Review
The directors are satisfied with the Company’s performance in the period. The Company will be guided by its shareholders for future development.
Financial performance
The Company prepares its financial statements in the functional currency, pounds sterling (‘£’ or ‘sterling’).
The Company’s financial performance is presented on pages 10-11.
The operating loss before taxation was £10,365,023 (31 March 2023: £3,053,759). The retained loss at the end of the period was £14,263,346 (31 March 2023: £3,898,323).
No dividend was paid during the period (31 March 2023: £nil).
At the end of the period, the balance sheet showed net liabilities of £14,263,246 (31 March 2023: £3,898,223).
Principal risks and uncertainties
The Company’s risk management framework has been subject to development and enhancement to comply with the wider NatWest Group risk framework and standards as part of the integration of Cushon Group with NatWest Group.
Management focuses on both the overall balance sheet structure and the control, within prudent limits, of risk arising from mismatches, including credit risk.
The Company’s assets mainly comprise investments in group companies which would expose it to market and credit risk.
The principal risks associated with the Company are as follows.
Market risk
Market risk is the potential for loss as a result of adverse changes in risk factors including interest rates, and equity prices together with related parameters such as market volatilities.
Credit risk Credit risk is the risk that companies, financial institutions, individuals and other counterparties will be unable to meet their obligations to the Company. The Company holds investment in subsidiaries. Although credit risk arises this is not considered to be significant.
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
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STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
• so far as they are aware, there is no relevant audit information of which the Company’s auditor is unaware; and • directors have taken all the steps that they ought to have taken to make themselves aware of any relevant audit information, and to establish that the Company’s auditor is aware of that information. This confirmation is given and shall be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
NatWest Group plc has indemnified all of the current directors under qualifying third-party terms.
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Strategic report includes the review of the year, risks, disclosure of information to auditors, directors’ indemnities and note of post balance sheet events. Details of the board’s engagement with employees, customers, suppliers and others, and how these stakeholders’ interests have influenced board decision making are set out on pages 2 and 3 of the Strategic report which includes a section 172(1) statement.
Change of registered office On 31 May 2024, the registered office of the Company changed from Stephenson House, 2 Cherry Orchard Road, Croydon, CR0 6BA to 250 Bishopsgate, London, EC2M 4AA.
Menzies LLP has expressed its willingness to continue in office as auditor.
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON MT LIMITED
We have audited the financial statements of Cushon MT Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position and the related notes, 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).
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 Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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.
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON MT LIMITED (CONTINUED)
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 period 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.
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON MT LIMITED (CONTINUED)
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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙The Company is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant:
°The Companies Act 2006;
°Financial Reporting Standard 102;
°UK employment legislation;
°Industry specific accreditations as required by the company's customers;
°General Data Protection Regulations; and
°UK tax legislation.
∙We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.
∙We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the company secretary. We corroborated our inquiries through our review of board minutes.
∙The engagement responsible individual assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognize non-compliance with laws and regulations. The assessment did not identify any issues in this area.
∙We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included;
°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
°Challenging assumptions and judgements made by management in its significant accounting estimates; and
°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.
∙As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
°The application of inappropriate judgements or estimation to manipulate the company's financial position;
°Posting of unusual journals and complex transactions; and
°The use of management override of controls to manipulate results, or to cause the company to enter into transactions not in its best interests.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON MT LIMITED (CONTINUED)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
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 Auditors' 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 Auditors' 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
Chartered Accountants
Statutory Auditor
Victoria House
50-58 Victoria Road
Hampshire
GU14 7PG
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STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 11 to 18 form part of these financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Cushon MT Limited is a private company limited by shares, incorporated in the UK and registered in England and Wales. The address of its registered office which, is the same as its principal place of business, is disclosed on the company information page.
During the period the financial reporting year end was shortened from 31 March 2024 to 31 December 2023, therefore the current 9 month period and the prior 12 month period are not entirely comparable. The directors decided to make this change in order to remain consistent with the financial year end of other group companies.
3.Accounting policies
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 financial statements are presented in sterling, which is the functional currency of the company, rounded to the nearest £. 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 4).
The following principal accounting policies have been applied:
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
∙the requirements of Section 7 Statement of Cash Flows;
∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of NatWest Group plc as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Maindy, Cardiff CF14 3UZ.
The Company is exempt under section 401 of the Companies Act 2006 from the requirements to prepare consolidated financial statements, provided certain conditions are met. The Company and its subsidiaries are included in the consolidated audited financial statements of NatWest Group plc. These financial statements therefore present the financial position and financial performance of the Company as a single entity.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
The directors have undertaken a detailed assessment of the funding requirements of the business in the next 12 months, utilising various stressed scenarios to understand sensitivities and potential risks. The directors have compared these funding scenarios with available and committed funds to assess the financial position of the business.
The directors have subsequently satisfied themselves as to the financial position of the business and its ability to continue to trade as a going concern. Furthermore, the going concern status can be supported by the recent acquisition of the group headed by Cushon Holdings Limited by NW A Holdings Limited.
Functional and presentation currency
Transactions and balances
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
3.Accounting policies (continued)
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.
The directors do not consider there to be any significant judgements made in the process of applying the entity's accounting policies. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and by their nature, will rarely equal the related actual outcome. The directors do not consider that there are any key sources of estimation uncertainty that impact the Company.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
On 1 April 2023 the corporation tax rate increased from 19% to 25%.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Profit and loss account
The Company is a wholly owned subsidiary of Cushon Group Limited. On 1 June 2023, 100% of Cushon Holdings was acquired by NW A Holdings Limited. NatWest Group plc is the ultimate parent undertaking and incorporated in the United Kingdom.
The largest and smallest group in which the results of the Company are consolidated is that headed by NatWest Group plc. The consolidated financial statements are made available to the public and may be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.
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