IRIS Accounts Production v24.3.0.553 13230754 director 31.3.24 1.4.23 31.3.24 31.3.24 true true true false true true false false false false false true false Ordinary 0 iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh132307542023-03-31132307542024-03-31132307542023-04-012024-03-31132307542022-03-31132307542022-04-012023-03-31132307542023-03-3113230754ns15:EnglandWales2023-04-012024-03-3113230754ns14:PoundSterling2023-04-012024-03-3113230754ns10:Director12023-04-012024-03-3113230754ns10:Consolidated2024-03-3113230754ns10:ConsolidatedGroupCompanyAccounts2023-04-012024-03-3113230754ns10:PrivateLimitedCompanyLtd2023-04-012024-03-3113230754ns10:Consolidatedns10:FRS1022023-04-012024-03-3113230754ns10:Consolidatedns10:Audited2023-04-012024-03-3113230754ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-04-012024-03-3113230754ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-04-012024-03-3113230754ns10:Consolidatedns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-04-012024-03-3113230754ns10:LargeMedium-sizedCompaniesRegimeForAccountsns10:Consolidated2023-04-012024-03-3113230754ns10:FullAccounts2023-04-012024-03-3113230754ns5:Subsidiary12023-04-012024-03-3113230754ns5:Subsidiary22023-04-012024-03-311323075412023-04-012024-03-3113230754ns10:OrdinaryShareClass12023-04-012024-03-3113230754ns10:Consolidated2023-04-012024-03-3113230754ns10:RegisteredOffice2023-04-012024-03-3113230754ns10:Consolidated2022-04-012023-03-3113230754ns5:CurrentFinancialInstruments2024-03-3113230754ns5:CurrentFinancialInstruments2023-03-3113230754ns5:Non-currentFinancialInstruments2024-03-3113230754ns5:Non-currentFinancialInstruments2023-03-3113230754ns5:ShareCapital2024-03-3113230754ns5:ShareCapital2023-03-3113230754ns5:CapitalRedemptionReserve2024-03-3113230754ns5:CapitalRedemptionReserve2023-03-3113230754ns5:RetainedEarningsAccumulatedLosses2024-03-3113230754ns5:RetainedEarningsAccumulatedLosses2023-03-3113230754ns5:ShareCapital2022-03-3113230754ns5:RetainedEarningsAccumulatedLosses2022-03-3113230754ns5:CapitalRedemptionReserve2022-03-3113230754ns5:RetainedEarningsAccumulatedLosses2022-04-012023-03-3113230754ns5:CapitalRedemptionReserve2022-04-012023-03-3113230754ns5:RetainedEarningsAccumulatedLosses2023-04-012024-03-3113230754ns5:CapitalRedemptionReserve2023-04-012024-03-3113230754ns5:NetGoodwill2023-04-012024-03-3113230754ns5:DevelopmentCostsCapitalisedDevelopmentExpenditure2023-04-012024-03-3113230754ns5:LeaseholdImprovements2023-04-012024-03-3113230754ns5:FurnitureFittings2023-04-012024-03-3113230754ns5:ComputerEquipment2023-04-012024-03-3113230754ns5:CostValuation2023-03-3113230754ns5:Subsidiary112023-04-012024-03-31132307543ns5:Subsidiary22023-04-012024-03-3113230754ns5:CurrentFinancialInstrumentsns5:WithinOneYear2024-03-3113230754ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-03-3113230754ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2024-03-3113230754ns5:Non-currentFinancialInstrumentsns5:BetweenTwoFiveYears2023-03-3113230754ns5:Secured2024-03-3113230754ns5:Secured2023-03-3113230754ns10:OrdinaryShareClass12024-03-3113230754ns5:RetainedEarningsAccumulatedLosses2023-03-3113230754ns5:CapitalRedemptionReserve2023-03-31
REGISTERED NUMBER: 13230754 (England and Wales)















PRIMAS NEWCO 3 LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2024






PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Director 3

Report of the Independent Auditors 4

Consolidated Income Statement 8

Consolidated Other Comprehensive Income 9

Consolidated Balance Sheet 10

Company Balance Sheet 11

Consolidated Statement of Changes in Equity 12

Company Statement of Changes in Equity 13

Consolidated Cash Flow Statement 14

Notes to the Consolidated Financial Statements 15


PRIMAS NEWCO 3 LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 MARCH 2024







DIRECTOR: J M Stevenson





REGISTERED OFFICE: Tower 12,
Level 7 The Avenue North
18 - 22 Bridge Street
Manchester
M3 3BZ





REGISTERED NUMBER: 13230754 (England and Wales)





AUDITORS: Clarke Nicklin LLP
Chartered Accountants and
Statutory Auditors
Clarke Nicklin House
Brooks Drive
Cheadle Royal Business Park
Cheadle
Cheshire
SK8 3TD

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024


The director presents his strategic report of the company and the group for the year ended 31 March 2024.

REVIEW OF BUSINESS
The group offers independent financial advice to a range of customers including individuals and business leaders and is successful in developing long-term relationships through formal introducer agreements with accountants, lawyers, and general insurance practices.

New partnerships were signed with introducers in the year which contributed to the continuing growth in the group's funds under management.

The monitoring of trading performance is focussed on the results of Pareto Financial Planning Limited. Turnover increased in the year, whilst overheads also increased as the Company further invested in its IT and operational infrastructure to facilitate its future growth.

The main key performance indicators used by management on a regular basis include Referral volume, Referral conversion ratio, Average ongoing fee income per customer, Growth in funds under management, Gross and Net profit margins, Current ratio and FCA capital adequacy headroom..

The director remains confident about the future prospects of the group and its ability to further increase funds under management organically from new business income, whilst building relationships with additional introducers to further diversify lead generation.

PRINCIPAL RISKS AND UNCERTAINTIES
The director considers the full range of risks affecting the group on a regular basis, and where appropriate takes action to address such risks. The principal risks and uncertainties facing the group are detailed below:

Compliance Risk
Remaining compliant with Financial Conduct Authority regulations is critical to the group. Significant time and resource is invested in training and compliance to ensure the group minimises compliance risk.

Customer Risk
The group has a good mixed customer base and does not feel over dependent on any one customer or sector. The group has a good record of minimising bad debts and takes the necessary steps to ensure the risk is minimised.

Technology Risk
The group continues to invest significantly in IT to improve efficiency and client experience, whilst maintaining its high level of cyber security.

ON BEHALF OF THE BOARD:





J M Stevenson - Director


21 October 2024

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

REPORT OF THE DIRECTOR
FOR THE YEAR ENDED 31 MARCH 2024


The director presents his report with the financial statements of the company and the group for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the group in the year under review was that of independent financial advisors.

DIVIDENDS
No dividends will be distributed for the year ended 31 March 2024.

DIRECTOR
J M Stevenson held office during the whole of the period from 1 April 2023 to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Clarke Nicklin LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





J M Stevenson - Director


21 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PRIMAS NEWCO 3 LIMITED


Opinion
We have audited the financial statements of Primas Newco 3 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
_
In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Conclusions relating to going concern
In auditing the financial statements, we have concluded that the director's use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

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

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

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PRIMAS NEWCO 3 LIMITED


Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
- the parent company financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PRIMAS NEWCO 3 LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Procedures to identify risks:
- enquiring of management concerning the company's procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of noncompliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud;
- discussing among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. As part of this discussion, we identified potential for fraud in the following areas: timing of recognition of income and related expenses, posting of unusual journals; and
- obtaining an understanding of the legal and regulatory frameworks that the company operates in, focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the company. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation, tax legislation, and Financial Conduct Authority regulations.

The procedures to respond to risks identified included:
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with relevant laws and regulations discussed above;
- enquiring of management, concerning actual and potential litigation, claims, and customer complaints;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
- reviewing correspondence with HMRC and the Financial Conduct Authority, where appropriate;
- testing the timing and matching of income and related expense transactions either side of the year end; and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.
We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulation that are not closely related to events and transactions reflected in the financial statements. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detection one resulting from an error, as fraud may involve deliberate concealment, by for example, forgery or intentional misrepresentation, or through collusion.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
PRIMAS NEWCO 3 LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Graham Travis FCA (Senior Statutory Auditor)
for and on behalf of Clarke Nicklin LLP
Chartered Accountants and
Statutory Auditors
Clarke Nicklin House
Brooks Drive
Cheadle Royal Business Park
Cheadle
Cheshire
SK8 3TD

21 October 2024

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   

TURNOVER 7,508,495 6,631,755

Cost of sales 992,145 821,549
GROSS PROFIT 6,516,350 5,810,206

Administrative expenses 6,311,277 5,880,380
OPERATING PROFIT/(LOSS) 4 205,073 (70,174 )

Interest receivable and similar income 36,386 2,314
241,459 (67,860 )

Interest payable and similar expenses 5 161,192 100,009
PROFIT/(LOSS) BEFORE TAXATION 80,267 (167,869 )

Tax on profit/(loss) 6 248,910 150,270
LOSS FOR THE FINANCIAL YEAR (168,643 ) (318,139 )
Loss attributable to:
Owners of the parent (168,643 ) (318,139 )

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   

LOSS FOR THE YEAR (168,643 ) (318,139 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(168,643

)

(318,139

)

Total comprehensive income attributable to:
Owners of the parent (168,643 ) (318,139 )

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

CONSOLIDATED BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 5,275,996 6,028,837
Tangible assets 10 65,482 115,389
Investments 11 - -
5,341,478 6,144,226

CURRENT ASSETS
Debtors 12 1,325,201 1,341,348
Cash at bank 907,834 884,539
2,233,035 2,225,887
CREDITORS
Amounts falling due within one year 13 1,464,359 3,318,621
NET CURRENT ASSETS/(LIABILITIES) 768,676 (1,092,734 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,110,154

5,051,492

CREDITORS
Amounts falling due after more than one
year

14

(1,240,000

)

-

PROVISIONS FOR LIABILITIES 18 (19,428 ) (32,123 )
NET ASSETS 4,850,726 5,019,369

CAPITAL AND RESERVES
Called up share capital 19 60 60
Other reserves 20 5,189,940 5,189,940
Retained earnings 20 (339,274 ) (170,631 )
SHAREHOLDERS' FUNDS 4,850,726 5,019,369

The financial statements were approved by the director and authorised for issue on 21 October 2024 and were signed by:





J M Stevenson - Director


PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

COMPANY BALANCE SHEET
31 MARCH 2024

2024 2023
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 - -
Investments 11 8,745,714 8,745,714
8,745,714 8,745,714

CREDITORS
Amounts falling due within one year 13 480,000 2,400,587
NET CURRENT LIABILITIES (480,000 ) (2,400,587 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

8,265,714

6,345,127

CREDITORS
Amounts falling due after more than one
year

14

1,240,000

-
NET ASSETS 7,025,714 6,345,127

CAPITAL AND RESERVES
Called up share capital 19 60 60
Other reserves 20 5,189,940 5,189,940
Retained earnings 20 1,835,714 1,155,127
SHAREHOLDERS' FUNDS 7,025,714 6,345,127

Company's profit for the financial year 680,587 716,796

The financial statements were approved by the director and authorised for issue on 21 October 2024 and were signed by:





J M Stevenson - Director


PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 April 2022 60 335,558 5,189,940 5,525,558

Changes in equity
Dividends - (188,050 ) - (188,050 )
Total comprehensive income - (318,139 ) - (318,139 )
Balance at 31 March 2023 60 (170,631 ) 5,189,940 5,019,369

Changes in equity
Total comprehensive income - (168,643 ) - (168,643 )
Balance at 31 March 2024 60 (339,274 ) 5,189,940 4,850,726

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024

Called up
share Retained Other Total
capital earnings reserves equity
£    £    £    £   
Balance at 1 April 2022 60 626,381 5,189,940 5,816,381

Changes in equity
Dividends - (188,050 ) - (188,050 )
Total comprehensive income - 716,796 - 716,796
Balance at 31 March 2023 60 1,155,127 5,189,940 6,345,127

Changes in equity
Total comprehensive income - 680,587 - 680,587
Balance at 31 March 2024 60 1,835,714 5,189,940 7,025,714

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 MARCH 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 23 1,017,448 601,997
Interest paid (161,192 ) (100,009 )
Tax paid (171,286 ) (269,205 )
Net cash from operating activities 684,970 232,783

Cash flows from investing activities
Purchase of intangible fixed assets (7,500 ) (7,500 )
Purchase of tangible fixed assets (9,903 ) (65,466 )
Interest received 36,386 2,314
Net cash from investing activities 18,983 (70,652 )

Cash flows from financing activities
Loan repayments in year (680,000 ) -
Amount introduced by directors 402,868 750,940
Amount withdrawn by directors (403,526 ) (740,613 )
Equity dividends paid - (188,050 )
Net cash from financing activities (680,658 ) (177,723 )

Increase/(decrease) in cash and cash equivalents 23,295 (15,592 )
Cash and cash equivalents at
beginning of year

24

884,539

900,131

Cash and cash equivalents at end of
year

24

907,834

884,539

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024


1. STATUTORY INFORMATION

Primas Newco 3 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with FRS 102 "The Financial Reporting Standard Applicable in the UK and Republic of Ireland" ("FRS 102") and applicable legislation as set out in the Companies Act 2006 and Schedule 1 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008. These financial statements have been prepared under the historical costs convention.

The financial statements are presented in Sterling (£).

Going concern
The director has a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The director has reached this conclusion giving due consideration to the projected future performance of the group and any potential risk that might impact the group's ability to meet its required solvency levels. For this reason, he continues to adopt the going concern basis in preparing the financial statements.

Basis of consolidation
The consolidated profit and loss account and balance sheet include the financial statements of the company and its subsidiary undertakings. The results of subsidiaries acquired or sold during the period are included in the consolidated profit and loss account from, or up to, the date control passes. Intra-group transactions are eliminated fully on consolidation.

On acquisition of a subsidiary, the subsidiary's assets and liabilities that exist at the date of acquisition are recorded at their fair values reflecting their condition at that date. All changes to those assets and liabilities, and the resulting gains and losses that arise after the group has gained control of the subsidiary are charged to the post acquisition income statement.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Significant judgements and 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 revision only affects that period, or in the period of the revision and future periods if the revision affects both current and future periods.

There are no judgements considered to have had a significant effect on amounts recognised in the financial statements.

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


2. ACCOUNTING POLICIES - continued

Turnover
Turnover is derived from commissions received and fees generated. Income is taken to the income statement on the following basis: Initial commission as and when the policy is in force. Renewal and fund based commission is credited on a receipts basis and fee income as and when a sales invoice is generated.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business in 2021, is being amortised evenly over its estimated useful life of ten years.

Website development
Website development expenditure is recognised as an intangible asset when the company can demonstrate:
- The technical feasibility of completing the intangible asset so that it will be available for use or sale
- Its intention to complete and its ability to use or sell the asset
- How the asset will generate future economic benefits
- The availability of resources to complete the asset
- The ability to measure reliably the expenditure during development

Following initial recognition of the website development expenditure as an asset, the asset is carried at cost less any accumulated amortisation and impairment losses. Amortisation of the asset begins when development is complete and the asset is available for use. It is amortised over its useful life of three years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Leasehold improvements - 20% on cost
Furniture and fittings - 20% on cost
Computer equipment - 33% on cost

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

Financial assets
Basic financial assets, including trade debtors, cash and bank balances and amounts owed by group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period, financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset's original effective interest rate. The impairment loss is recognised in the income statement.

If there is a decrease in the the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in the income statement.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party, or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

Financial Liabilities
Basic financial liabilities, including trade creditors and amounts owed to group undertakings, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors 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 recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

3. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 3,505,082 3,235,581
Social security costs 305,885 276,299
Other pension costs 241,870 199,941
4,052,837 3,711,821

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


3. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Directors 1 1
Staff 72 74
73 75

The average number of employees by undertakings that were proportionately consolidated during the year was NIL (2023 - NIL).

2024 2023
£    £   
Director's remuneration 17,618 17,506

4. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging:

2024 2023
£    £   
Depreciation - owned assets 59,810 62,825
Goodwill amortisation 751,967 751,967
Website development amortisation 8,374 6,311
Auditors' remuneration 14,190 13,850

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank loan interest 160,347 90,447
Other interest 40 73
Loan interest 805 9,489
161,192 100,009

6. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 261,605 141,833

Deferred tax (12,695 ) 8,437
Tax on profit/(loss) 248,910 150,270

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


6. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit/(loss) before tax 80,267 (167,869 )
Profit/(loss) multiplied by the standard rate of corporation tax in the
UK of 25 % (2023 - 19 %)

20,067

(31,895

)

Effects of:
Expenses not deductible for tax purposes 85,969 39,291
Consolidated goodwill amortisation 142,874 142,874
Total tax charge 248,910 150,270

7. INDIVIDUAL INCOME STATEMENT

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


8. DIVIDENDS
2024 2023
£    £   
Ordinary shares of £1 each
Final - 188,050

9. INTANGIBLE FIXED ASSETS

Group
Website
Goodwill development Totals
£    £    £   
COST
At 1 April 2023 7,519,669 19,750 7,539,419
Additions - 7,500 7,500
At 31 March 2024 7,519,669 27,250 7,546,919
AMORTISATION
At 1 April 2023 1,503,934 6,648 1,510,582
Amortisation for year 751,967 8,374 760,341
At 31 March 2024 2,255,901 15,022 2,270,923
NET BOOK VALUE
At 31 March 2024 5,263,768 12,228 5,275,996
At 31 March 2023 6,015,735 13,102 6,028,837

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


10. TANGIBLE FIXED ASSETS

Group
Furniture
Leasehold and Computer
improvements fittings equipment Totals
£    £    £    £   
COST
At 1 April 2023 80,817 131,282 163,821 375,920
Additions - - 9,903 9,903
At 31 March 2024 80,817 131,282 173,724 385,823
DEPRECIATION
At 1 April 2023 80,817 83,461 96,253 260,531
Charge for year - 19,198 40,612 59,810
At 31 March 2024 80,817 102,659 136,865 320,341
NET BOOK VALUE
At 31 March 2024 - 28,623 36,859 65,482
At 31 March 2023 - 47,821 67,568 115,389

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertaking
£   
COST
At 1 April 2023
and 31 March 2024 8,745,714
NET BOOK VALUE
At 31 March 2024 8,745,714
At 31 March 2023 8,745,714

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Pareto Financial Planning Limited
Registered office: The Old Schoolhouse, 5-7 Byrom Street, Manchester, M3 4PF
Nature of business: Financial advisors
%
Class of shares: holding
Ordinary 100.00

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


11. FIXED ASSET INVESTMENTS - continued

Stechant Limited
Registered office: The Old Schoolhouse, 5-7 Byrom Street, Manchester, M3 4PF
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00


12. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group
2024 2023
£    £   
Trade debtors 501,946 606,233
Other debtors 23,878 292,964
Directors' current accounts 658 -
Prepayments and accrued income 798,719 442,151
1,325,201 1,341,348

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 15) 480,000 530,667 480,000 530,667
Other loans (see note 15) - 26,354 - -
Trade creditors 28,507 104,253 - -
Corporation tax 105,008 14,689 - -
Social security and other taxes 83,284 78,990 - -
VAT 36,144 47,553 - -
Other creditors 148,595 1,908,181 - 1,869,920
Accrued expenses 582,821 607,934 - -
1,464,359 3,318,621 480,000 2,400,587

Accrued expenses includes unpaid pension contributions of £38,486 (2023: £33,383).

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

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 15) 1,240,000 - 1,240,000 -

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


15. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans 480,000 530,667 480,000 530,667
Other loans - 26,354 - -
480,000 557,021 480,000 530,667
Amounts falling due between two and five years:
Bank loans - 2-5 years 1,240,000 - 1,240,000 -

16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 46,713 140,140
Between one and five years - 46,713
46,713 186,853

17. SECURED DEBTS

The following secured debts are included within creditors:

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans 1,720,000 530,667 1,720,000 530,667

The bank loan and other loan included within other creditors are secured by way of fixed and floating charges over the group's assets.

18. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 19,428 32,123

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


18. PROVISIONS FOR LIABILITIES - continued

Group
Deferred
tax
£   
Balance at 1 April 2023 32,123
Credit to Income Statement during year (12,695 )
Balance at 31 March 2024 19,428

The provision for deferred taxation is made up as follows
2024 2023
£ £
Accelerated capital allowances 19,428 32,123
19,428 32,123

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
60 Ordinary £1 60 60

20. RESERVES

Group
Retained Other
earnings reserves Totals
£    £    £   

At 1 April 2023 (170,631 ) 5,189,940 5,019,309
Deficit for the year (168,643 ) (168,643 )
At 31 March 2024 (339,274 ) 5,189,940 4,850,666

Company
Retained Other
earnings reserves Totals
£    £    £   

At 1 April 2023 1,155,127 5,189,940 6,345,067
Profit for the year 680,587 680,587
At 31 March 2024 1,835,714 5,189,940 7,025,654

The other reserve represents the difference between the nominal value of shares issued by the Company in exchange for the fair value of assets acquired in respect of the acquisition of the Stechant Limited group.

PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


21. RELATED PARTY DISCLOSURES

At 31 March 2024 key management personnel owed the group a total of £658 (2023: £Nil). The amount is included in debtors due within one year, is repayable on demand and interest is payable on the loan at 2.5% per annum.

At 31 March 2024 key management personnel were owed by the group a total of £Nil (2023: £1,868,000).

At 31 March 2024, the company had a payable balance of £94,048 to entities under common control, compared to a receivable balance of £283,938 at 31 March 2023.

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling party is J M Stevenson.

23. RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM
OPERATIONS

2024 2023
£    £   
Profit/(loss) before taxation 80,267 (167,869 )
Depreciation charges 820,151 821,104
Finance costs 161,192 100,009
Finance income (36,386 ) (2,314 )
1,025,224 750,930
Decrease/(increase) in trade and other debtors 16,805 (345,733 )
(Decrease)/increase in trade and other creditors (24,581 ) 196,800
Cash generated from operations 1,017,448 601,997

24. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 March 2024
31.3.24 1.4.23
£    £   
Cash and cash equivalents 907,834 884,539
Year ended 31 March 2023
31.3.23 1.4.22
£    £   
Cash and cash equivalents 884,539 900,131


PRIMAS NEWCO 3 LIMITED (REGISTERED NUMBER: 13230754)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 MARCH 2024


25. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

At 1.4.23 Cash flow At 31.3.24
£    £    £   
Net cash
Cash at bank 884,539 23,295 907,834
884,539 23,295 907,834
Debt
Debts falling due within 1 year (557,021 ) 77,021 (480,000 )
Debts falling due after 1 year - (1,240,000 ) (1,240,000 )
(557,021 ) (1,162,979 ) (1,720,000 )
Total 327,518 (1,139,684 ) (812,166 )