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Company registration number: 10967805







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2023


CUSHON GROUP LIMITED






































img534d.png                        

 


CUSHON GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
S M Bischoff 
T A Clutterbuck 
A S Gray 
D C Howorth 
B Pollard 
K Spasic 




Company secretary
Natwest Group Secretarial Services Limited



Registered number
10967805



Registered office
250 Bishopsgate

London

EC2M 4AA




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Victoria House

50-58 Victoria Road

Farnborough

Hampshire

GU14 7PG





 


CUSHON GROUP LIMITED
 



CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Income and Retained Earnings
9
Statement of Financial Position
10
Company Statement of Financial Position
11 - 10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 23


 


CUSHON GROUP LIMITED
 


 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Activity
 
The principal activity of Cushon Group Limited (“the Company”) continues to be that of a holding company for a number of companies as detailed in note 13.
The Company is a subsidiary of NatWest Group plc which provides the Company with direction and access to all central resources it needs and determines policies in all key areas such as finance, risk, human resources and control environment. For this reason, the directors believe that performance indicators specific to the Company are not necessary or appropriate for an understanding of the development, performance or position of the business. The annual reports of NatWest Group plc review these matters on a group basis. A copy of the NatWest Group annual report is available at www.natwestgroup.com and on the Companies House website. A copy can also be requested from Legal, Governance and Regulatory Affairs, NatWest Group, Gogarburn, Edinburgh, PO Box 1000, EH12 1HQ.
“NatWest Group” comprises NatWest Group plc, its subsidiaries and associated undertakings.
The Company is a direct subsidiary of Cushon Holdings Limited. On 1 June 2023, NatWest Group acquired c.85% of the shares in Cushon Group. “Cushon Group” comprises 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 £16,623,053 (31 March 2023: £11,301,121). The retained loss at the end of the period was £40,573,891 (31 March 2023: £23,620,896).
No dividend was paid during the period (31 March 2023: £nil).
At the end of the period, the balance sheet showed net assets of £3,084,773 (31 March 2023: £10,882,895).   

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. 


 
Page 1

 


CUSHON GROUP LIMITED
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

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.
Liquidity Risk
Liquidity risk arises where assets and liabilities have different contractual maturities. Management focuses on risk arising from the mismatch of maturities across the balance sheet.
The Company manages its liquidity risk by having access to group funding. 

Stakeholder engagement and s.172(1) statement
 
This section of the Strategic report describes how the directors have had regard to the matters set out in section 172(1) (a) to (f), and forms the directors’ statement required under section 414CZA, of the Companies Act 2006.
Section 172(1) contains one of the statutory duties of the directors: it requires them to promote the success of the Company for the benefit of its members as a whole, whilst having regard to other stakeholders and matters as set out in s.172(1) (a) to (f). These include the likely long-term consequences of directors’ decisions; colleague interests; the need to foster the Company’s business relationships with service providers, customers and others; the Company’s impact on the community and environment; its reputation, and the need to act fairly between the Company’s shareholders. Directors are supported in the discharge of their duties by the Company Secretary. All directors receive guidance on their statutory duties, including Section 172. 
During 2023, the Board considered a number of matters relating to the integration of Cushon Group with NatWest Group including entry into master secondment arrangements to support the transfer of Cushon employees to NatWest Group and the adoption of new terms of reference and revocation of delegations to its Audit & Risk and Remuneration Committees in alignment with the NatWest Group Governance Framework. The Board also considered routine matters including changes to its board of directors, its 31 March 2023 Annual Report and a change of accounting reference date to align its financial reporting period with that of its ultimate parent, NatWest Group plc. 
Relevant stakeholder interests were considered by the Board and the long-term consequences of the Board’s decisions. 
Further information on how NatWest Group (which includes the Company) engages with its stakeholders can be found in the NatWest Group plc 2023 Annual Report and Accounts and at www.natwestgroup.com. 
Going concern
These financial statements are prepared on a going concern basis.


This report was approved by the board and signed on its behalf.



................................................
B Pollard
Director

Date: 18 September 2024

Page 2

 


CUSHON GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The directors present their report and the  for the period ended 31 December 2023.

Directors' responsibilities statement

The directors are responsible for preparing the annual report and  in accordance with applicable law and regulations.
 
Company law requires the directors to prepare a Strategic report, Directors' report and financial statements for each financial year. Under that law, the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), 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 , the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

make an assessment of the Company's ability to continue as a going concern.

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 to enable them to ensure that the  comply with the Companies Act 2006They 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 period, after taxation, amounted to £16,952,995 (year ended 31 March 2023 - loss £10,639,686).

During the period the company did not pay any dividends. The directors have also not proposed any dividends.

Matters covered in the Strategic Report

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. 

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as they are aware, there is no relevant audit information of which the Company's auditors are 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.

Directors' indemnities 
NatWest Group plc has indemnified T A Clutterbuck, A S Gray and B Pollard under qualifying third-party terms.

Page 3

 


CUSHON GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Directors and company secretary

The present directors and company secretary, who have served throughout the period, except where noted below, are listed on the Company Information page.

From 1 April 2023 to date the following changes have taken place:

Appointed
Resigned
Directors

R A Beagles

-

1 June 2023

S M Bischoff

28 May 2024

-

P J Fretwell

-

1 June 2023

A S Gray

1 June 2023

-

P J Hollingdale

-

1 June 2023

C J Hull

-

1 June 2023

T C Levene

-

1 June 2023

K Spasic

1 June 2023

-

S J Spence

1 June 2023

12 April 2024

S A Stuckey


1 June 2023

M K Syed

1 June 2023

3 October 2023

Secretary

NatWest Group Secretarial Services Limited

1 June 2023

-


Auditors

Menzies LLP has expressed its willingness to continue in office as auditor.

This report was approved by the board and signed on its behalf.
 





................................................
B Pollard
Director

Date: 18 September 2024


Page 4

 


CUSHON GROUP LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON GROUP LIMITED

Opinion


We have audited the financial statements of Cushon Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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 Company's affairs as at 31 December 2023 and of its loss for the period 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 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.


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 Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Page 5

 


CUSHON GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON GROUP LIMITED (CONTINUED)

Opinion 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 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.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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
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 3, 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.


Page 6

 


CUSHON GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON GROUP LIMITED (CONTINUED)

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 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

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.

Page 7

 


CUSHON GROUP LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CUSHON GROUP LIMITED (CONTINUED)


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.


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 2006Our 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.





Mike Ayres ACA (Senior Statutory Auditor)
for and on behalf of
Menzies LLP
Chartered Accountants
Statutory Auditor
Victoria House
50-58 Victoria Road
Farnborough
Hampshire
GU14 7PG

18 September 2024
Page 8

 


CUSHON GROUP LIMITED
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Period ended 31 December 2023
Year ended 31 March 2023
Note
£
£

  

Administrative expenses
  
(16,953,041)
(11,299,681)

Other operating income
  
46
31

Operating loss
 7 
(16,952,995)
(11,299,650)

Interest payable and similar expenses
 10 
-
(1,471)

Loss before tax
  
(16,952,995)
(11,301,121)

Tax on loss
 11 
-
661,435

Loss after tax
  
(16,952,995)
(10,639,686)

  

  

Retained earnings at the beginning of the period
  
(23,620,896)
(12,981,210)

  
(23,620,896)
(12,981,210)

Loss for the period
  
(16,952,995)
(10,639,686)

Retained earnings at the end of the period
  
(40,573,891)
(23,620,896)
The notes on pages 12 to 23 form part of these financial statements.

Page 9

 


CUSHON GROUP LIMITED
REGISTERED NUMBER:10967805



STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

31 December
31 March
2023
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
181,069
91,737

Investments
 13 
5,951,828
5,951,828

  
6,132,897
6,043,565

Current assets
  

Debtors: amounts falling due within one year
 14 
4,666,541
13,205,117

Cash at bank and in hand
  
976,615
1,169,552

  
5,643,156
14,374,669

Creditors: amounts falling due within one year
 15 
(8,691,280)
(9,535,339)

Net current (liabilities)/assets
  
 
 
(3,048,124)
 
 
4,839,330

Total assets less current liabilities
  
3,084,773
10,882,895

  

Net assets
  
3,084,773
10,882,895


Capital and reserves
  

Called up share capital 
 16 
2,942
2,812

Share premium account
 17 
38,588,752
33,995,752

Other reserves
 17 
5,066,970
505,227

Profit and loss account
 17 
(40,573,891)
(23,620,896)

  
3,084,773
10,882,895


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 18 September 2024.




................................................
B Pollard
Director

The notes on pages 12 to 23 form part of these financial statements.

Page 10

 


CUSHON GROUP LIMITED
 



STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2022
2,432
21,996,185
353,185
(12,981,210)
9,370,592


Comprehensive income for the year

Loss for the year
-
-
-
(10,639,686)
(10,639,686)
Total comprehensive income for the year
-
-
-
(10,639,686)
(10,639,686)


Contributions by and distributions to owners

Shares issued during the year
380
11,999,567
-
-
11,999,947

Share based payments
-
-
152,042
-
152,042


Total transactions with owners
380
11,999,567
152,042
-
12,151,989



At 1 April 2023
2,812
33,995,752
505,227
(23,620,896)
10,882,895


Comprehensive income for the period

Loss for the period
-
-
-
(16,952,995)
(16,952,995)
Total comprehensive income for the period
-
-
-
(16,952,995)
(16,952,995)


Contributions by and distributions to owners

Shares issued during the period
130
4,593,000
-
-
4,593,130

Share based payments
-
-
329,942
-
329,942

Capital contribution
-
-
4,231,801
-
4,231,801


Total transactions with owners
130
4,593,000
4,561,743
-
9,154,873


At 31 December 2023
2,942
38,588,752
5,066,970
(40,573,891)
3,084,773


The notes on pages 12 to 23 form part of these financial statements.

Page 11

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Cushon Group Limited is a private company limited by shares, incorporated in the United Kingom 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.

2.


Change in reporting period

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

 
3.1

Basis of preparation of 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 4).
The financial statements are prepared in sterling, which is the functional currency of the group. Monetary amounts in these financial statements are rounded to the nearest £.

The following principal accounting policies have been applied:

 
3.2

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 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.

 
3.3

Exemption from preparing consolidated financial statements

The Company is exempt 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.

Page 12

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.Accounting policies (continued)

 
3.4

Going concern

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 Ltd.

 
3.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
3.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
3.7

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 Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
3.8

Share-based payments

Where share options are awarded to employees, the fair value of the options at the date of grant is charged to profit or loss over the vesting period. Non-market vesting conditions are taken into account by adjusting the number of equity instruments expected to vest at each reporting date so that, ultimately, the cumulative amount recognised over the vesting period is based on the number of options that eventually vest. Market vesting conditions are factored into the fair value of the options granted. The cumulative expense is not adjusted for failure to achieve a market vesting condition.
The fair value of the award also takes into account non-vesting conditions. These are either factors beyond the control of either party (such as a target based on an index) or factors which are within the control of one or other of the parties (such as the Company keeping the scheme open or the employee maintaining any contributions required by the scheme).
Where the terms and conditions of options are modified before they vest, the increase in the fair value of the options, measured immediately before and after the modification, is also charged to profit or loss over the remaining vesting period.
Where equity instruments are granted to persons other than employees, profit or loss is charged with fair value of goods and services received.

Page 13

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.Accounting policies (continued)

 
3.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Fixtures and fittings
-
7 years straight line method
Computer equipment
-
3 years straight line method

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
3.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
3.11

Financial instruments

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.
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 Consolidated Statement of Income and Retained Earnings.


4.


Judgements in applying accounting policies and key sources of estimation uncertainty

Significant judgements
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.

Page 14

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Other operating income

Period ended 31 December 2023
Year ended 31 March 2023
£
£

Sundry income
46
31

46
31



6.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


Period ended 31 December 2023
Year ended 31 March 2023
£
£

Fees payable to the Company's auditors for the audit of the Company's financial statements

13,000
9,250

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.


7.


Operating loss

The operating loss is stated after charging:

Period ended 31 December 2023
Year ended 31 March 2023
£
£

Operating lease rentals
211,448
211,921

Depreciation of fixed assets
24,903
18,245

Defined contribution pension cost
798,462
588,175

Page 15

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including directors' remuneration, were as follows:


Period ended 31 December 2023
Year ended 31 March 2023
£
£

Wages and salaries
7,021,854
4,892,817

Social security costs
793,696
647,642

Cost of defined contribution scheme
782,759
588,175

8,598,309
6,128,634


The average monthly number of employees, including the directors, during the period was as follows:


Period ended 31 December 2023
Year ended 31 March 2023
            No.
            No.







Employees
114
71


9.


Directors' remuneration

Period ended 31 December 2023
Year ended 31 March 2023
£
£

Directors' emoluments
456,784
481,681

Company contributions to defined contribution pension schemes
15,703
19,839

472,487
501,520


During the period retirement benefits were accruing to 3 directors (year ended 31 March 2023 - 3) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £239,085 (year ended 31 March 2023 - £190,499) and exercised options over shares in the Company during the year.

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £4,606 (Year ended 31 March 2023 - £7,260).

During the period 1 director exercised options over shares in the Company (2023 -NIL).

Page 16

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

10.


Interest payable and similar expenses

Period ended 31 December 2023
Year ended 31 March 2023
£
£


Other loan interest payable
-
1,471

-
1,471


11.


Taxation


Period ended 31 December 2023
Year ended 31 March 2023
£
£

Corporation tax


Current tax on profits for the year
-
(661,435)


Total current tax
-
(661,435)
Page 17

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

Period ended 31 December 2023
Year ended 31 March 2023
£
£


(Loss)/profit on ordinary activities before tax
(16,952,995)
11,301,121


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
(4,238,249)
(2,147,213)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
2,029,242
154,618

Fixed asset differences
235
(4,427)

Research and development
-
(794,579)

Other permanent differences
(672,083)
-

Adjustments to tax charge in respect of previous periods
-
(379,137)

Surrender of tax losses for R&D tax credit refund
-
906,341

Group relief
62,065
80,319

Remeasurement of deferred tax for changes in tax rates
-
(480,834)

Movement in deferred tax not recognised
2,818,790
2,003,477

Total tax charge for the period/year
-
(661,435)


Factors that may affect future tax charges

On 1 April 2023 the corporation tax rate increased from 19% to 25%.

Page 18

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Tangible fixed assets







Fixtures and fittings
Computer equipment
Total

£
£
£



Cost or valuation


At 1 April 2023
33,576
88,950
122,526


Additions
-
114,235
114,235



At 31 December 2023

33,576
203,185
236,761



Depreciation


At 1 April 2023
3,977
26,812
30,789


Charge for the year
4,617
20,286
24,903



At 31 December 2023

8,594
47,098
55,692



Net book value



At 31 December 2023
24,982
156,087
181,069



At 31 March 2023
29,599
62,138
91,737


13.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 1 April 2023
5,951,828



At 31 December 2023
5,951,828




Page 19

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023



The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Cushon MT Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%
Cushon Money Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%
Cushon Nominees Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%
Cushon MT NI Limited
4th Floor State Buildings, 
2 Arthur Place, Belfast, Northern Ireland, BT1 4HG
Ordinary
100%
Better With Money Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%
Cushon Pension Trustees Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%
Creative Benefit Solutions Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%
Creative Auto-Enrolment Limited
250 Bishopsgate, 
London, England,
 EC2M 4AA
Ordinary
100%

Cushon MT Limited, Cushon Money Limited and Better With Money Limited are subsidiaries of Cushon Group Limited by way of their 100% shareholding. 
Cushon Nominees Limited and Cushon Pension Trustees Limited are 100% owned by Cushon Money Limited and are therefore indirect subsidiaries of Cushon Group Limited. 
Cushon MT NI Limited is 100% owned by Cushon MT Limited and therefore is also an indirect subsidiary of Cushon Group Limited.
Creative Benefit Solutions Limited is 100% owned by Cushon MT Limited and therefore is also an indirect subsidiary of Cushon Group Limited.
Creative Auto-Enrolment Limited is 100% owned by Cushon MT Limited and therefore is also an indirect subsidiary of Cushon Group Limited.

Page 20

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Debtors

31 December
31 March
2023
2023
£
£


Amounts owed by group undertakings
2,637,320
10,522,463

Other debtors
1,645,545
2,202,931

Prepayments and accrued income
383,676
479,723

4,666,541
13,205,117



15.


Creditors: Amounts falling due within one year

31 December
31 March
2023
2023
£
£

Other loans
-
4,593,000

Trade creditors
283,482
281,528

Amounts owed to group undertakings
6,675,650
4,036,625

Other taxation and social security
388,515
282,365

Other creditors
23,746
170,161

Accruals and deferred income
1,319,887
171,660

8,691,280
9,535,339



16.


Share capital

31 December
31 March
2023
2023
£
£
Allotted, called up and fully paid



2,942,136 (2023 - 2,811,725) Ordinary shares of £0.001 each
2,942
2,812


During the period, 130,411 ordinary shares with a nominal value of £0.001 each were issued at £0.001 each.
All shares are the same class, with no specific rights or preferences attached to them. Each share is entitled to vote and has equal rights to dividends.

Page 21

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

17.


Reserves

Share premium account

This reserve records the amount above the nominal value received for shares sold, less transaction costs.

Other reserves

Other reserves record the equity value of a convertible loan, together with the estimated fair value of share options issued to employees and capital contribution received.

Profit and loss account

This reserve records retained earnings and accumulated losses.


18.


Share-based payments

During the year, the Company had an equity settled share option scheme for selected employees of the group. The Company took part in this group share-based payment plan, and recognised and measured its allocation of the share-based payment expense on a pro-rata basis.
Options were exercisable at a price equal to the estimated fair value of the Company's shares on the date of grant. The vesting period was three years. If the options remained unexercised after a period of ten years from the date of grant, the options expire. Options are forfeited if the employee leaves the company before the options vest.

Weighted average exercise price (pence)
31 December 2023
Number
31 December 2023
Weighted average exercise price
(pence)
31 March 2023
Number
31 March 2023

Outstanding at the beginning of the year

1,632

262,888

1,325
 
185,318
 
Granted during the year


-

2,393
 
72,447
 
Disposed of during the year


-

1,325
 
5,123
 
Exercised during the year

1,632

(262,888)

 
-
 
Outstanding at the end of the year

-

1,632
 
262,888
 

The fair value of the share options at the grant date was calculated using the Black Scholes model, which is considered to be the most appropriate generally accepted valuation method of measuring fair value. The Company recognised total expenses of £329,942 (year ended 31 March 2023 - £152,042) related to equity-settled share-based payment transactions in the year.
On 1 June 2023, when NatWest Group plc acquired the group, all outstanding share options were exercised. Consequently, in accordance with FRS 102, the full share-based payment charge was recognised in the income statement to reflect the accelerated vesting of these options.



Page 22

 


CUSHON GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD 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 £798,462 (year ended 2023 - £608,014). Contributions totalling £Nil (year ended 31 March 2023 - £Nil) were payable to the fund at the reporting date.


20.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Company
31 December
Company
31 March
2023
2023
£
£

Not later than 1 year
89,234
212,463

Later than 1 year and not later than 5 years
-
35,694

89,234
248,157


21.


Related party transactions

The Company is a member of the NatWest Group and has taken advantage of the exemption permitted by Section 33 FRS 102 and not provided disclosures surrounding transactions entered into with other members of the group.


22.


Controlling party

Cushon Group Limited is a wholly owned subsidiary of Cushon Holdings Limited. On 1 June 2023, 100% of Cushon Holdings Limited 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.

 
Page 23