REGISTERED NUMBER: 12508077 (England and Wales) |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
CIRCLE 1991 LIMITED |
REGISTERED NUMBER: 12508077 (England and Wales) |
REPORT OF THE DIRECTORS AND |
CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
CIRCLE 1991 LIMITED |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
Page |
Company Information | 1 |
Report of the Directors | 2 |
Consolidated Income Statement | 3 |
Consolidated Statement of Financial Position | 4 |
Company Statement of Financial Position | 6 |
Notes to the Consolidated Financial Statements | 7 |
CIRCLE 1991 LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
ACCOUNTANTS: |
Chartered Accountants |
232 Sladepool Farm Road |
Birmingham |
B14 5EE |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their report with the financial statements of the company and the group for the year ended 30 April 2024. |
PRINCIPAL ACTIVITY |
The principal activity of the group was that of insurance broking. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report. |
Other changes in directors holding office are as follows: |
The group maintains directors' and officers' liability insurance which gives appropriate cover for any legal action brought against its directors. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
CONSOLIDATED |
INCOME STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ |
TURNOVER | 9,589,815 | 9,152,103 |
Cost of sales | 14,072 | 16,620 |
GROSS PROFIT | 9,575,743 | 9,135,483 |
Administrative expenses | 9,753,277 | 8,822,779 |
(177,534 | ) | 312,704 |
Other operating income | 190,624 | 239,080 |
OPERATING PROFIT | 5 | 13,090 | 551,784 |
Interest receivable and similar income | 197,024 | 66,077 |
Gain/loss on revaluation of investments | 559 | - |
Interest payable and similar expenses | 6 | (67,483 | ) | (17,872 | ) |
PROFIT BEFORE TAXATION | 143,190 | 599,989 |
Tax on profit | 7 | 100,396 | 153,052 |
PROFIT FOR THE FINANCIAL YEAR |
Profit attributable to: |
Owners of the parent | 42,794 | 446,937 |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION |
30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 | 3,464,574 | 1,196,290 |
Tangible assets | 10 | 1,242,696 | 1,171,937 |
Investments | 11 | 1,789 | 389 |
4,709,059 | 2,368,616 |
CURRENT ASSETS |
Debtors | 12 | 1,451,833 | 1,053,384 |
Investments | 13 | 51,611 | - |
Cash at bank and in hand | 401,122 | 1,468,850 |
1,904,566 | 2,522,234 |
CREDITORS |
Amounts falling due within one year | 14 | 2,289,719 | 1,507,803 |
NET CURRENT (LIABILITIES)/ASSETS | (385,153 | ) | 1,014,431 |
TOTAL ASSETS LESS CURRENT LIABILITIES |
4,323,906 |
3,383,047 |
CREDITORS |
Amounts falling due after more than one year |
15 |
(1,724,931 |
) |
(835,851 |
) |
PROVISIONS FOR LIABILITIES | (16,660 | ) | (7,675 | ) |
NET ASSETS | 2,582,315 | 2,539,521 |
CAPITAL AND RESERVES |
Called up share capital | 17 | 50,000 | 50,000 |
Retained earnings | 2,532,315 | 2,489,521 |
SHAREHOLDERS' FUNDS | 2,582,315 | 2,539,521 |
The company and the group are entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2024. |
The members have not required the company and the group to obtain an audit of its financial statements for the year ended 30 April 2024 in accordance with Section 476 of the Companies Act 2006. |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the group keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company and the group as at the end of each financial year and of the group's profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company and the group. |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
CONSOLIDATED STATEMENT OF FINANCIAL POSITION - continued |
30 APRIL 2024 |
The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. |
The financial statements were approved by the Board of Directors and authorised for issue on 27 January 2025 and were signed on its behalf by: |
A J Norcott - Director |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
COMPANY STATEMENT OF FINANCIAL POSITION |
30 APRIL 2024 |
2024 | 2023 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Intangible assets | 9 |
Tangible assets | 10 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 12 |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 17 |
Retained earnings |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 95,000 | 195,000 |
The directors acknowledge their responsibilities for: |
(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and |
(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company. |
The financial statements were approved by the Board of Directors and authorised for issue on |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
1. | STATUTORY INFORMATION |
Circle 1991 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 Company Information page. |
2. | STATEMENT OF COMPLIANCE |
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. |
3. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention as modified by the measurement of investments at fair value. |
The group's functional and presentation currency is the pound sterling, rounded to the nearest £. |
Basis of consolidation |
The consolidated financial statements incorporate the results of the company and all of it's subsidiary undertakings with effect from the date of each subsidiary undertaking's acquisition. |
Significant judgements and estimates |
In preparing these financial statements the group's management make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities at the statement of financial position date and the amounts reported in the income statement for the period under review. |
The nature of estimates means that the actual outcome could differ and the group's management consider there are no estimates or assumptions that have a significant risk of causing a material adjustment to the amounts reported for assets and liabilities within the next financial year. |
The group's management also consider the future cash requirements of the group and its available resources in order to ensure that the going concern basis used in the preparation of these financial statements is appropriate for the foreseeable future. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Fee, commission and brokerage income includes initial income receivable on the commencement of a new policy or investment product which are recognised when the policy or product goes on risk. Fee and commission income also includes on-going fees which are recognised as the services are provided and renewal commissions which are recognised on receipt when earned. |
Goodwill |
The difference between the fair value of consideration given and the fair value of the net assets of entities acquired is accounted for as goodwill. Amortisation is provided so as to write off goodwill evenly over its estimated useful life of ten years. |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
3. | ACCOUNTING POLICIES - continued |
Tangible fixed assets |
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life. |
Land and buildings | - | not provided |
Plant and machinery etc | - | 10% to 50% on cost and 15% to 25% on reducing balance |
The group's practice is to maintain its land and buildings in a continual state of repair and refurbishment such that the residual value is at least equal to its book value. Consequently a depreciation charge is considered to be immaterial. |
Tangible fixed assets are initially recorded at cost. |
Investments |
Listed fixed asset investments and unlisted current asset investments are measured at fair value with changes in fair value recognised in profit or loss. All other investments are measured at cost less impairment. |
Financial instruments |
Basic financial assets and liabilities are initially recognised at transaction price and are subsequently measured at amortised cost. |
Taxation |
Current tax represents the amount of tax payable or receivable in respect of the taxable profit (or loss) for the current or past reporting periods. It is measured at the amount expected to be paid or recovered using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Assets obtained under hire purchase contracts or finance leases are capitalised in the statement of financial position and are depreciated over their estimated useful lives. The interest element of these obligations is charged to profit or loss over the relevant period. The capital element of the future payments is treated as a liability. Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group contributes to defined contribution pension schemes for its employees. Contributions payable are charged to profit or loss in the period to which they relate. |
Employee benefits |
When employees have rendered service to the group, short-term employee benefits to which the employees are entitled are recognised at the amount expected to be paid in exchange for that service. |
4. | EMPLOYEES AND DIRECTORS |
The average number of employees during the year was |
The average number of employees by undertakings that were proportionately consolidated during the year was 6 (2023 - 12 ) . |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
5. | OPERATING PROFIT |
The operating profit is stated after charging/(crediting): |
2024 | 2023 |
£ | £ |
Other operating leases | 147,740 | 114,608 |
Depreciation - owned assets | 78,935 | 71,506 |
Depreciation - assets on hire purchase contracts or finance leases | - | 3,442 |
Profit on disposal of fixed assets | (12,808 | ) | (13,538 | ) |
Goodwill amortisation | 259,495 | 171,676 |
Foreign exchange differences | 2,212 | 490 |
Pension costs | 667,261 | 573,625 |
6. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2024 | 2023 |
£ | £ |
Bank interest | - | 149 |
Bank loan interest | 67,483 | 17,658 |
Hire purchase interest | - | 65 |
67,483 | 17,872 |
7. | 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 | 92,122 | 146,125 |
Prior year adjustment | - | (22 | ) |
Total current tax | 92,122 | 146,103 |
Deferred tax | 8,274 | 6,949 |
Tax on profit | 100,396 | 153,052 |
8. | 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. |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
9. | INTANGIBLE FIXED ASSETS |
Group |
Goodwill |
£ |
COST |
At 1 May 2023 | 3,067,231 |
Additions | 2,527,779 |
At 30 April 2024 | 5,595,010 |
AMORTISATION |
At 1 May 2023 | 1,870,941 |
Charge for year | 259,495 |
At 30 April 2024 | 2,130,436 |
NET BOOK VALUE |
At 30 April 2024 | 3,464,574 |
At 30 April 2023 | 1,196,290 |
10. | TANGIBLE FIXED ASSETS |
Group |
Plant and |
Land and | machinery |
buildings | etc | Totals |
£ | £ | £ |
COST |
At 1 May 2023 | 929,524 | 578,986 | 1,508,510 |
Additions | 14,797 | 143,824 | 158,621 |
Disposals | - | (37,277 | ) | (37,277 | ) |
At 30 April 2024 | 944,321 | 685,533 | 1,629,854 |
DEPRECIATION |
At 1 May 2023 | - | 336,573 | 336,573 |
Charge for year | - | 78,935 | 78,935 |
Eliminated on disposal | - | (28,775 | ) | (28,775 | ) |
Impairments | - | 425 | 425 |
At 30 April 2024 | - | 387,158 | 387,158 |
NET BOOK VALUE |
At 30 April 2024 | 944,321 | 298,375 | 1,242,696 |
At 30 April 2023 | 929,524 | 242,413 | 1,171,937 |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
11. | FIXED ASSET INVESTMENTS |
Group |
Listed |
investments |
£ |
COST |
At 1 May 2023 | 389 |
Additions | 1,400 |
At 30 April 2024 | 1,789 |
NET BOOK VALUE |
At 30 April 2024 | 1,789 |
At 30 April 2023 | 389 |
Market value of listed investments at 30 April 2024 - £ 1,789 (2023 - £ 389 ). |
Company |
Shares in |
group |
undertakings |
£ |
COST |
At 1 May 2023 |
and 30 April 2024 |
NET BOOK VALUE |
At 30 April 2024 |
At 30 April 2023 |
The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following: |
Subsidiaries |
Registered office: 118 Holyhead Road, Coventry CV1 3LY |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 118 Holyhead Road, Coventry CV1 3LY |
Nature of business: |
% |
Class of shares: | holding |
Registered office: 6 Lloyd's Avenue, London EC3N 3AX |
Nature of business: |
% |
Class of shares: | holding |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
Circle Specialist Services Ltd |
Registered office: 118 Holyhead Road, Coventry CV1 3LY |
Nature of business: Unregulated advice and expert witness services |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The shares in Circle Specialist Services Ltd are all held by Circle Financial Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited). |
Creative Risk Solutions Ltd |
Registered office: 6 Deryn Court, Wharfedale Road, Pentwyn, Cardiff CF23 7HA |
Nature of business: Insurance broking |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The shares in Creative Risk Solutions Ltd are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited). |
Nautical Insurance Services Limited |
Registered office: 6 Lloyd's Avenue, London EC3N 3AX |
Nature of business: Insurance underwriters |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The shares in Nautical Insurance Services Limited are all held by Mercia Underwriting Solutions Ltd (who is also a wholly owned subsidiary of Circle 1991 Limited). |
Sherwin Insurance Services Limited |
Registered office: 118 Holyhead Road, Coventry CV1 3LY |
Nature of business: Insurance broking |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The shares in Sherwin Insurance Services Limited are all held by Sherwin (General Holdings) Ltd who is a wholly owned subsidiary of Circle Insurance Services Limited (Circle Insurance Services Limited is also a wholly owned subsidiary of Circle 1991 Limited). |
Circle Insurance Services (Nottingham) Ltd |
Registered office: 118 Holyhead Road, Coventry CV1 3LY |
Nature of business: Non trading |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The shares in Circle Insurance Services (Nottingham) Ltd are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited). |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
11. | FIXED ASSET INVESTMENTS - continued |
Sherwin (General Holdings) Ltd |
Registered office: 118 Holyhead Road, Coventry CV1 3LY |
Nature of business: Non trading |
% |
Class of shares: | holding |
Ordinary | 100.00 |
The shares in Sherwin (General Holdings) Ltd were all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited). |
Acquisitions in year |
On 8 March 2024 the company's subsidiary, Circle Insurance Services Limited, acquired the entire share capital of Sherwin (General Holdings) Ltd, which included its subsidiary company Sherwin Insurance Services Limited. The fair value of net assets acquired has been assessed and it is considered this equates to their book value at date of acquisition. |
The net assets at date of acquisition were as follows: |
Book | Fair Value | Fair |
Value | Adjustment | Value |
£ | £ | £ |
Book and fair value of net assets acquired |
Tangible fixed assets | 4,379 | - | 4,379 |
Investments | 1,400 | - | 1,400 |
Current assets | 161,051 | - | 161,051 |
Current liabilities | (42,021 | ) | - | (42,021 | ) |
Deferred tax | (711 | ) | - | (711 | ) |
Net assets acquired | 124,098 | - | 124,098 |
Goodwill arising on consolidation | 1,882,512 |
2,006,610 |
Discharged by: |
Cash | 1,179,000 |
Future instalments payable in cash | 786,000 |
Acquisition expenses | 41,610 |
Consideration | 2,006,610 |
On 8 March 2024 the company's subsidiary, Circle Financial Services Limited, acquired the Goodwill of Sherwin Financial Services Limited at its fair value as follows: |
Purchased goodwill | 645,267 |
Discharged by: |
Cash | 381,000 |
Future instalments payable in cash | 254,000 |
Acquisition expenses | 10,267 |
645,267 |
Both acquisitions has been accounted for under the acquisition method of accounting. |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
12. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Trade debtors | 1,020,439 | 775,310 |
Other debtors | 134,605 | 42,893 |
Prepayments and accrued income | 296,789 | 235,181 |
1,451,833 | 1,053,384 |
13. | CURRENT ASSET INVESTMENTS |
Group |
2024 | 2023 |
£ | £ |
Unlisted Investments | 51,611 | - |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2024 | 2023 | 2024 | 2023 |
£ | £ | £ | £ |
Bank loans and overdrafts | 424,399 | 137,831 |
Trade creditors | 315,915 | 251,466 |
Amounts owed to group undertakings | - | - |
Taxation and social security | 335,891 | 298,608 | - | - |
Other creditors | 847,450 | 199,634 |
Accruals and deferred income | 366,064 | 620,264 |
2,289,719 | 1,507,803 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group |
2024 | 2023 |
£ | £ |
Bank loans - 1 to 2 years | 464,629 | 140,376 |
Bank loans - 2 to 5 years | 486,885 | 246,455 |
Bank loans - over 5 years | 253,417 | 299,020 |
Other creditors | 520,000 | 150,000 |
1,724,931 | 835,851 |
Amounts falling due in more than five years: |
Group |
2024 | 2023 |
£ | £ |
Repayable by instalments |
Bank loans - over 5 years | 253,417 | 299,020 |
CIRCLE 1991 LIMITED (REGISTERED NUMBER: 12508077) |
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
16. | SECURED DEBTS |
The following secured debts are included within creditors: |
Group |
2024 | 2023 |
£ | £ |
Bank borrowings | 1,420,997 | 515,349 |
Certain of the group's bank borrowings are secured by a charge on the group's freehold property and group guarantees. Group bank borrowings are also secured by a company debenture and by subsidiary company debentures. Any assets held in accounts designated client accounts by group trading companies are excluded from the security given. |
17. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2024 | 2023 |
value: | £ | £ |
Ordinary | £1 | 50,000 | 50,000 |
The company has granted share options under an EMI Share Option Scheme to two senior group staff members. The share options relate in total to 2,823 ordinary shares of £1 each at an exercise price of £18.00 per share. The share options are fully vested and can be exercised at any time until 27 February 2025. No other share options were granted during the financial year. |