Usay Group Limited - Limited company accounts 20.1

REGISTERED NUMBER: 07654964 (England and Wales)

USAY GROUP LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2020

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Statement of Comprehensive Income

8

Consolidated Statement of Financial Position

9

Company Statement of Financial Position

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Consolidated Statement of Cash Flows

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr. A.M. Hall

Ms K.L. Tomkins

Mr M A Noble

Mr L Samuels

Mr S L Kennedy

Mr S Solanki

REGISTERED OFFICE:

Usay House, 5 Hercules Court

Lakeside Business Park

Broadway Lane

South Cerney, Cirencester

Gloucestershire

GL7 5XZ

REGISTERED NUMBER:

07654964 (England and Wales)

AUDITORS:

Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

The directors present their strategic report of the company and the group for the year ended 31 March 2020.

REVIEW OF BUSINESS

The results for the year and financial position of the company are as shown in the annexed financial statements.

The directors consider the key performance indicators to be gross profit, operating profit and net assets, which communicate the financial performance and strength of the company and are all disclosed within the body of the financial statements.

The increase in gross profit reflects improvements in the group's trading activities. The decrease in operating profit results from the writing off of loan balances, without which would have resulted in a further increase in operating profit. Consistent control of overhead costs has reflected in the trading results and the maintenance of net assets, demonstrating the value of the policies adopted by the group.

PRINCIPAL RISKS AND UNCERTAINTIES

The group's activities expose it to a number of financial risks including cash flow risk, credit risk and price risk.

Cash flow risk

The group's activities expose it primarily to the financial risks of payment for services prior to receipt of trade receivables. The group manages this risk by holding significant cash reserves.

Credit risk

The group's principal financial assets are trade and other receivables. The group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful receivables. The group has no significant concentration of credit risk, with exposure spread over a number of mostly large health insurance companies.

Price risk

The group is subject to commission rates payable by the large health insurance companies with differing rates for new business and renewals.

ON BEHALF OF THE BOARD:

Ms K.L. Tomkins - Director

15 September 2020

The directors present their report with the financial statements of the company and the group for the year ended 31 March 2020.

DIVIDENDS

The total distribution of dividends for the year ended 31 March 2020 will be £ 880,000 .

DIRECTORS

The directors set out in the table below have held office during the whole of the period from 1 April 2019 to the date of this report unless otherwise stated.

The beneficial interests of the directors holding office at 31 March 2020 in the shares of the company, according to the register of directors' interests, were as follows:

1.4.19

or date of

appointment

31.3.20

if later

Ordinary shares of £1 each

Mr. A.M. Hall

4,293

4,293

Ms K.L. Tomkins

4,293

4,293

Mr M A Noble - appointed 2/9/2019

-

-

Mr L Samuels - appointed 31/3/2020

-

-

Mr S L Kennedy - appointed 31/3/2020

-

-

Mr S Solanki - appointed 31/3/2020

-

-

These directors did not hold any non-beneficial interests in the shares of the company.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are 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 directors are 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 them to ensure that the financial statements comply with the Companies Act 2006. They are 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 directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, Folkes Worton LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms K.L. Tomkins - Director

15 September 2020

Opinion

We have audited the financial statements of Usay Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2020 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and Notes to the Consolidated Statement of Cash Flows, 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 2020 and of the group's profit 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

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

-	the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

-

the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the group's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

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 Directors 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 Directors 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 Directors.

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 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 Statement of Directors' Responsibilities set out on page three, 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 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 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 directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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.

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.

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.

Nigel Meredith FCA (Senior Statutory Auditor)

for and on behalf of Folkes Worton LLP

Chartered Accountants and Statutory Auditor

15-17 Church Street

Stourbridge

West Midlands

DY8 1LU

15 September 2020

TURNOVER

18,370,799

15,489,006

Cost of sales

7,441,309

6,481,900

GROSS PROFIT

10,929,490

9,007,106

Administrative expenses

10,131,874

7,825,350

797,616

1,181,756

Other operating income

27,504

-

OPERATING PROFIT

4

825,120

1,181,756

Interest receivable and similar income

1,958

2,035

PROFIT BEFORE TAXATION

827,078

1,183,791

Tax on profit

5

158,939

226,119

PROFIT FOR THE FINANCIAL YEAR

668,139

957,672

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

668,139

957,672

Profit attributable to:

Owners of the parent

668,139

957,672

Total comprehensive income attributable to:

Owners of the parent

668,139

957,672

FIXED ASSETS

Tangible assets

8

621,967

889,184

Investments

9

-

-

621,967

889,184

CURRENT ASSETS

Debtors

10

2,247,048

1,841,139

Cash at bank and in hand

777,597

739,686

3,024,645

2,580,825

CREDITORS

Amounts falling due within one year

11

2,097,125

1,692,498

NET CURRENT ASSETS

927,520

888,327

TOTAL ASSETS LESS CURRENT LIABILITIES

1,549,487

1,777,511

PROVISIONS FOR LIABILITIES

13

67,982

84,145

NET ASSETS

1,481,505

1,693,366

CAPITAL AND RESERVES

Called up share capital

14

8,586

8,586

Capital redemption reserve

15

4,292

4,292

Retained earnings

15

1,468,627

1,680,488

SHAREHOLDERS' FUNDS

1,481,505

1,693,366

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2020 and were signed on its behalf by:

Ms K.L. Tomkins - Director

FIXED ASSETS

Tangible assets

8

-

-

Investments

9

52,876

22,876

52,876

22,876

CURRENT ASSETS

Debtors

10

-

1,487

CREDITORS

Amounts falling due within one year

11

469

541

NET CURRENT (LIABILITIES)/ASSETS

(469

)

946

TOTAL ASSETS LESS CURRENT LIABILITIES

52,407

23,822

CAPITAL AND RESERVES

Called up share capital

14

8,586

8,586

Capital redemption reserve

15

4,292

4,292

Retained earnings

15

39,529

10,944

SHAREHOLDERS' FUNDS

52,407

23,822

Company's profit for the financial year

908,585

410,944

The financial statements were approved by the Board of Directors and authorised for issue on 15 September 2020 and were signed on its behalf by:

Ms K.L. Tomkins - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2018

8,586

1,122,816

4,292

1,135,694

Changes in equity

Dividends

-

(400,000

)

-

(400,000

)

Total comprehensive income

-

957,672

-

957,672

Balance at 31 March 2019

8,586

1,680,488

4,292

1,693,366

Changes in equity

Dividends

-

(880,000

)

-

(880,000

)

Total comprehensive income

-

668,139

-

668,139

Balance at 31 March 2020

8,586

1,468,627

4,292

1,481,505

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 April 2018

8,586

-

4,292

12,878

Changes in equity

Dividends

-

(400,000

)

-

(400,000

)

Total comprehensive income

-

410,944

-

410,944

Balance at 31 March 2019

8,586

10,944

4,292

23,822

Changes in equity

Dividends

-

(880,000

)

-

(880,000

)

Total comprehensive income

-

908,585

-

908,585

Balance at 31 March 2020

8,586

39,529

4,292

52,407

Cash flows from operating activities

Cash generated from operations

1

1,040,094

1,720,186

Tax paid

(196,825

)

(442,556

)

Net cash from operating activities

843,269

1,277,630

Cash flows from investing activities

Purchase of tangible fixed assets

(59,128

)

(554,731

)

Sale of tangible fixed assets

124,160

-

Interest received

1,958

2,035

Net cash from investing activities

66,990

(552,696

)

Cash flows from financing activities

Amount withdrawn by directors

7,652

(4,513

)

Equity dividends paid

(880,000

)

(400,000

)

Net cash from financing activities

(872,348

)

(404,513

)

Increase in cash and cash equivalents

37,911

320,421

Cash and cash equivalents at beginning of year

2

739,686

419,265

Cash and cash equivalents at end of year

2

777,597

739,686

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2020

2019

£

£

Profit before taxation

827,078

1,183,791

Depreciation charges

211,697

224,764

(Profit)/loss on disposal of fixed assets

(9,512

)

5,704

Finance income

(1,958

)

(2,035

)

1,027,305

1,412,224

(Increase)/decrease in trade and other debtors

(405,909

)

125,295

Increase in trade and other creditors

418,698

182,667

Cash generated from operations

1,040,094

1,720,186

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 March 2020

31/3/20

1/4/19

£

£

Cash and cash equivalents

777,597

739,686

Year ended 31 March 2019

31/3/19

1/4/18

£

£

Cash and cash equivalents

739,686

419,265

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/4/19

Cash flow

At 31/3/20

£

£

£

Net cash

Cash at bank and in hand

739,686

37,911

777,597

739,686

37,911

777,597

Total

739,686

37,911

777,597

1.	STATUTORY INFORMATION

Usay Group 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 Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Basis of consolidation

The financial statements are consolidated using merger accounting, where available, and equity accounting for other acquisitions.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for services provided in the normal course of business.

Revenue from the supply of services is recognised when:

- the amount of the revenue can be measured reliably;

- it is probable that the economic benefits associated with the transaction will flow to the entity; and

- the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Fixtures and fittings

-

20% on reducing balance

Computer equipment

-

33% on reducing balance

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, 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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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.

Hire purchase and leasing commitments

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 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.

3.	EMPLOYEES AND DIRECTORS

2020

2019

£

£

Wages and salaries

6,161,358

5,099,427

Social security costs

645,250

509,543

Other pension costs

100,133

60,172

6,906,741

5,669,142

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

2020

2019

Telephony and administration

171

159

2020

2019

£

£

Directors' remuneration

292,152

95,237

Information regarding the highest paid director for the year ended 31 March 2020 is as follows:

2020

£

Emoluments etc

195,901

4.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2020

2019

£

£

Other operating leases

748,300

694,519

Depreciation - owned assets

211,697

224,764

(Profit)/loss on disposal of fixed assets

(9,512

)

5,704

Auditors' remuneration

3,602

11,420

Auditors' remuneration for non audit work

1,800

690

5.

TAXATION

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2020

2019

£

£

Current tax:

UK corporation tax

175,096

186,810

Prior year tax adjustment

6

(104

)

Total current tax

175,102

186,706

Deferred tax

(16,163

)

39,413

Tax on profit

158,939

226,119

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:

2020

2019

£

£

Profit before tax

827,078

1,183,791

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2019 - 19%)

157,145

224,920

Effects of:

Expenses not deductible for tax purposes

1,788

1,303

Adjustments to tax charge in respect of previous periods

6

(104

)

Total tax charge

158,939

226,119