Company Registration No. 06432216 (England and Wales)
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
LB GROUP
Ground Floor
Swift House
18 Hoffmanns Way
Chelmsford
CM1 1GU
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 5
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 1 -
2023
Unaudited 2022
Notes
£
£
£
£
Fixed assets
Investments
4
2,884,286
262,540
Current assets
Debtors
6
1,750,000
1,750,000
Creditors: amounts falling due within one year
7
(1,750,000)
(1,750,000)
Net current assets
-
0
-
0
Net assets
2,884,286
262,540
Capital and reserves
Called up share capital
96,001
96,000
Share premium
2,621,745
-
0
Profit and loss reserves
166,540
166,540
Total equity
2,884,286
262,540

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 31 January 2025 and are signed on its behalf by:
J Corrigan-Stuart
Director
Company registration number 06432216 (England and Wales)
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Stewart Miller McCulloch (Holdings) Limited is a private company limited by shares incorporated in England and Wales. The registered office is First Floor, 2 Parklands, Parklands Business Park, Rubery, B45 9PZ.

1.1
Accounting convention

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 the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Going concern

The directors intend to liquidate this company within 12 months of the date of signing these financial statements. As such, the financial statements have been prepared on a basis other than going concern. The accounting policies have not been amended in any way.true

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.5
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.6
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

3
Employees

The average number of monthly employees during the year was nil (2022: nil).

4
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
2,884,286
262,540
STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
4
Fixed asset investments
(Continued)
- 4 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 1 January 2023
262,540
Additions
2,621,746
At 31 December 2023
2,884,286
Carrying amount
At 31 December 2023
2,884,286
At 31 December 2022
262,540
5
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Kingfisher Insurance Services Limited
First Floor 2 Parklands, Parklands Business Park, Rubery, United Kingdom, B45 9PZ
Ordinary
100.00
Peter D James Limited
First Floor 2 Parklands, Parklands Business Park, Rubery, United Kingdom, B45 9PZ
Ordinary
100.00
6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
1,750,000
1,750,000
7
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
1,750,000
1,750,000
8
Charges

At the balance sheet date, the company had a fixed charge and negative pledge held over the assets of the company in favour of JPMorgan Chase Bank, N. A.

 

At the balance sheet date, the company also had fixed and floating charges held over the assets of the company in favour of The Royal Bank of Scotland PLC.

STEWART MILLER MCCULLOCH (HOLDINGS) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Michael Warman
Statutory Auditor:
LB Group Limited (Chelmsford)
Date of audit report:
31 January 2025
Emphasis of matter
We draw your attention to note 1.2 in the accountancy policies section of the financial statements which explains the directors intend to liquidate this company within 12 months of the date of signing these financial statements. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2.
Our opinion is unmodified in this respect.
10
Parent company

At the reporting date immediate control of the company is held by Maybury James Limited, a company registered in England & Wales. The ultimate controlling party is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), a company incorporated in the US.

 

The financial statements of the company are consolidated in the financial statements of Riser Holdings LP, a company incorporated in the US with the registered office 520 Madison Avenue, New York, NY 10019. This represents the smallest group of undertakings for which consolidated financial statements are prepared. These consolidated accounts are available from its registered office.

 

At the reporting date the Company's ultimate parent undertaking is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), a company incorporated in the US with the registered office Corporation Trust Center 1209 Orange St, Wilmington, DE. This represents the largest group of undertakings for which consolidated financial statements are prepared.

11
Subsequent Events

At the balance sheet date, the company has a fixed and floating charge held over the assets of the company in favour of the Royal Bank of Scotland PLC. This charge has been satisfied post year end on the 13th June 2024.

Kingfisher Insurance Services Limited received an equity injection of £4,181,837 in order to fund the acquisition of the entire issued share capital of M.I.S Commercial Limited (UK) and M.I.S Commercial Limited (Ireland) in 2024. As part of the equity injection, Kingfisher Insurance Services Limited issued shares to Stewart Miller McCulloch (Holdings) Ltd.

A bonus issue was conducted by Kingfisher Insurance Services Limited to Stewart Miller McCulloch (Holdings) Limited. This was enacted to convert the share premium into share capital as to meet regulatory capital requirements.

2023-12-312023-01-01false31 January 2025CCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedM CastellucciJ Stuart-CorriganJ CostelloG MckernanJ Corrigan-Stuartfalse0064322162023-01-012023-12-31064322162023-12-31064322162022-12-3106432216core:CurrentFinancialInstrumentscore:WithinOneYear2023-12-3106432216core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3106432216core:ShareCapital2023-12-3106432216core:ShareCapital2022-12-3106432216core:OtherMiscellaneousReserve2023-12-3106432216core:OtherMiscellaneousReserve2022-12-3106432216core:RetainedEarningsAccumulatedLosses2023-12-3106432216core:RetainedEarningsAccumulatedLosses2022-12-3106432216bus:CompanySecretaryDirector12023-01-012023-12-3106432216core:Subsidiary12023-01-012023-12-3106432216core:Subsidiary22023-01-012023-12-3106432216core:Subsidiary112023-01-012023-12-3106432216core:Subsidiary212023-01-012023-12-3106432216core:CurrentFinancialInstruments2022-12-3106432216core:CurrentFinancialInstruments2023-12-3106432216bus:PrivateLimitedCompanyLtd2023-01-012023-12-3106432216bus:SmallCompaniesRegimeForAccounts2023-01-012023-12-3106432216bus:FRS1022023-01-012023-12-3106432216bus:Audited2023-01-012023-12-3106432216bus:Director12023-01-012023-12-3106432216bus:Director22023-01-012023-12-3106432216bus:Director32023-01-012023-12-3106432216bus:Director42023-01-012023-12-3106432216bus:CompanySecretary12023-01-012023-12-3106432216bus:FullAccounts2023-01-012023-12-31xbrli:purexbrli:sharesiso4217:GBP