ACCOUNTS - Final Accounts preparation


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Registered number: 9823227









NORTONS ASSURANCE LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

 
NORTONS ASSURANCE LIMITED
 
 
COMPANY INFORMATION


Directors
J A Biggs 
A S Campbell 
P J Cooper 




Registered number
9823227



Registered office
Highlands House
Basingstoke Road

Spencers Wood

Reading

Berkshire

RG7 1NT




Independent auditor
Mazars LLP
Chartered Accountant and Statutory Auditor

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW





 
NORTONS ASSURANCE LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Balance Sheet
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 29


 
NORTONS ASSURANCE LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

Introduction
 
The directors present the Strategic Report of Nortons Assurance Limited (the “Company”) for the year ended 31 December 2019, including an assessment of the risks affecting the Company.

Business review
 
The Company’s principal activity during the year continues to be that of a firm of Chartered Accountants providing audit and accountancy services.  The Company grew it’s turnover in the UK by 2.7% to £1,826,495 whilst maintaining its gross profit of 38.4%.  Earnings before income taxes, depreciation and amortisation for the year was £617,508 (2018: £(52,644)).  EBITDA is a better performance indicator of the financial strength and profitability of the Company given the large non cash adjustments (depreciation and amortisation) in the year. 
The Company intends to continue its growth during 2020 and beyond.  

Going Concern
The Company has received a letter from Vistra Group Holdings (BVI) III Limited, the Company's ultimate parent,  confirming continued financial support will be provided for a period of at least until 12 months from the signing of the statutory financial statements.  The Directors are satisfied that Vistra Group Holdings (BVI) III Limited has sufficient resources available to provide this support.
In December 2019, a novel strain of coronavirus was reported in Wuhan, China. The World Health Organisation has declared the outbreak to constitute a "Public Health Emergency of International Concern".  The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries.
Thus far, the Directors have not observed any material impact on going concern status due to COVID-19, Revenue and profits are in line with the 2020 budget that was set in September 2019 and also ahead of the results for the year to 31 December 2019.   The Company has not needed to Furlough staff or require any additional funding since the start of the Pandemic.
The Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future and thus they continue to adopt the going concern basis of accounting in preparing the financial statements.

Page 1

 
NORTONS ASSURANCE LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Principal risks and uncertainties
 
The Company is subjected to the following risks and uncertainties
Credit risk
The Company’s activities expose it to credit risk from trade receivables and has implemented strong controls to manage and mitigate this risk.
Liquidity risk
In order to ensure that the Company maintains sufficient liquidity to fund its operations it manages and ensures that all necessary funds are available.  Funding for acquisitions is supported by the wider group to which the Company is a member.
‘Brexit’ risk
On 23 June 2016, the UK had a referendum on its membership within the European Union and decided to leave the European Union.  The process is ongoing and the final outcome of the negotiations is unclear.  The Directors have considered the likely potential effect of Brexit on the Company's forecast operating performance. Brexit is likely to have an impact on the ability of the Company to continue to operate its subsidiaries in Ireland and Germany.  The Directors are taking advice as to the impact on the company and will take any actions necessary to continue the operations in Europe when the outcome of the Brexit negotiations in understood.  The Directors do not believe any actions will have an impact on the Company or its ability to continue as a going concern. 

Financial key performance indicators
 
The Company’s key performance indicators are as noted above revenue growth, gross profit and additionally EBITDA which have all improved during the year. 


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



................................................
A S Campbell
Director

Date: 30 December 2020

Page 2

 
NORTONS ASSURANCE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2019

The directors present their report and the financial statements for the year ended 31 December 2019.

Directors' responsibilities statement

The directors are responsible for preparing the Annual Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


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

make judgements and accounting estimates that are reasonable and prudent;

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 transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £136,980 (2018 - loss £426,144).

Directors

The directors who served during the year were:

J A Biggs 
A S Campbell 
P J Cooper 

Future developments

The Company expects to continue to grow in 2020 and beyond. 

Disclosure of information to auditor

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

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 3

 
NORTONS ASSURANCE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2019

Post balance sheet events

Since the year end, the world has been facing the ongoing impact of the COVID-19 pandemic. This is a nonadjusting post balance sheet event. There were no events subsequent to the balance sheet date that have
required adjustment to or disclosure in the financial statements. Further details can be found in note 26.

Auditor

The auditor, Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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





................................................
A S Campbell
Director

Date: 30 December 2020

Page 4

 
NORTONS ASSURANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTONS ASSURANCE LIMITED
 

Opinion


We have audited the financial statements of Nortons Assurance Limited (the 'Company') for the year ended 31 December 2019, which comprise the Profit and Loss Account, the Balance Sheet, the Statement of Changes in Equity and the notes to the financial statements, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2019 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Emphasis of matter – Impact of the outbreak of COVID-19 on the financial statements
In forming our opinion on the company financial statements, which is not modified, we draw your attention to the Directors’ view on the impact of the COVID-19 as disclosed on page 1 and the consideration in the going concern basis of preparation on page 13 and non-adjusting post balance sheet events on page 29. 
Since the balance sheet date there has been a global pandemic from the outbreak of COVID-19, the potential impact of COVID-19 became significant in March 2020 and is causing widespread disruption to normal patterns of business activity across the world, including the UK. 
The impact of COVID-19 continues to evolve and, based on the information available at this point in time, the directors have assessed the impact of COVID-19 on the business and have concluded that COVID-19 is a non-adjusting post balance sheet event and that adopting the going concern basis for preparation of the financial statements is appropriate.




Page 5

 
NORTONS ASSURANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTONS ASSURANCE LIMITED (CONTINUED)


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 Company'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 included in the Annual Report, other than the financial statements and our Auditor's Report 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 statementsour 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.



Page 6

 
NORTONS ASSURANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTONS ASSURANCE LIMITED (CONTINUED)


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

the financial statements are not in agreement with the accounting records and returns; or

certain disclosures of directors' remuneration specified by law are not made; or

we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Auditor's responsibilities for the audit of the financial statements
 

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


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 Auditor's Report.


Page 7

 
NORTONS ASSURANCE LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORTONS ASSURANCE LIMITED (CONTINUED)


Use of our report
 

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





Stephen Mills (Senior Statutory Auditor)
  
for and on behalf of
Mazars LLP
 
Chartered Accountant and Statutory Auditor
  
Merck House
Seldown Lane
Poole
Dorset
BH15 1TW

31 December 2020
Page 8

 
NORTONS ASSURANCE LIMITED
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2019

2019
2018
Note
£
£

  

Turnover
 4 
1,826,495
1,777,389

Cost of sales
  
(1,125,745)
(1,079,263)

Gross profit
  
700,750
698,126

Administrative expenses
  
(491,176)
(1,143,243)

Operating profit/(loss)
 5 
209,574
(445,117)

Income from shares in group undertakings
  
-
73,059

Interest receivable and similar income
 9 
-
353

Interest payable and similar expenses
 10 
(95,608)
(88,873)

Profit/(loss) before tax
  
113,966
(460,578)

Tax on profit/(loss)
 11 
23,014
34,434

Profit/(loss) for the financial year
  
136,980
(426,144)

There were no recognised gains and losses for 2019 or 2018 other than those included in the profit and loss account.

The notes on pages 12 to 29 form part of these financial statements.

All results derive from continuing operations.

Page 9

 
NORTONS ASSURANCE LIMITED
REGISTERED NUMBER: 9823227

BALANCE SHEET
AS AT 31 DECEMBER 2019

2019
2018
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,447,601
2,855,535

Investments
 13 
3,851,422
3,433,651

  
6,299,023
6,289,186

Current assets
  

Debtors: amounts falling due within one year
 14 
1,386,822
977,182

Cash at bank and in hand
 15 
209,858
228,840

  
1,596,680
1,206,022

Creditors: amounts falling due within one year
 16 
(2,762,012)
(2,836,250)

Net current liabilities
  
 
 
(1,165,332)
 
 
(1,630,228)

Total assets less current liabilities
  
5,133,691
4,658,958

Creditors: amounts falling due after more than one year
 17 
(1,408,826)
(1,048,059)

Provisions for liabilities
  

Deferred tax
 19 
(130,821)
(153,835)

  
 
 
(130,821)
 
 
(153,835)

Net assets
  
3,594,044
3,457,064


Capital and reserves
  

Called up share capital 
 20 
590
590

Share premium account
 21 
3,843,510
3,843,510

Profit and loss account
 21 
(250,056)
(387,036)

  
3,594,044
3,457,064


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 December 2020.




................................................
A S Campbell
Director

The notes on pages 12 to 29 form part of these financial statements.

Page 10

 
NORTONS ASSURANCE LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2019


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

£
£
£
£


At 1 January 2018
590
3,843,510
39,108
3,883,208


Comprehensive income for the year

Loss for the year
-
-
(426,144)
(426,144)



At 1 January 2019
590
3,843,510
(387,036)
3,457,064


Comprehensive income for the year

Profit for the year
-
-
136,980
136,980


At 31 December 2019
590
3,843,510
(250,056)
3,594,044


The notes on pages 12 to 29 form part of these financial statements.

Page 11

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

1.


General information

Nortons Assurance Limited (the Company)  is a company incorporated in the United Kingdom under the Companies Act 2006.
The Company is a private Company limited by shares and is registered in England and Wales.  The Company's registered office is Highlands House, Basingstoke Road, Spencers Wood, Reading, Berkshire, RG7 1NT.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Vistra Group Holdings (BVI) III Limited as at 31 December 2019 and these financial statements may be obtained from Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

Page 12

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent Company that is also a subsidiary included in the consolidated financial statements of its ultimate parent undertaking established under the law of a non-EEA state and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.

Vistra Group Holding (BVI) III Limited is the parent undertaking of the largest and smallest of the group undertakings to consolidate these financial statements as at 31 December 2019.  The consolidated financial statements of Vistra Group Holding (BVI) III Limited can be obtained from Vistra Corporate Services Centre, Wickhams Cay II, Road Town, Tortola, VG1110, British Virgin Islands.

 
2.4

Going concern

The financial statements have been prepared on a going concern basis of accounting.
Earnings before income taxes, depreciation and amortisation for the year was £617,508 (2018: £(52,644)).  EBITDA is a better performance indicator of the financial strength and profitability of the Company given the large non cash adjustments (depreciation and amortisation) in the year. 
Forecasts have been prepared which project future profitability and positive cashflow.
The Directors have received a letter confirming continued financial support from Vistra Group Holdings (BVI) III Limited, its ultimate parent company.
In December 2019, a novel strain of coronavirus was reported in Wuhan, China. The World Health Organisation has declared the outbreak to constitute a "Public Health Emergency of International Concern".  The COVID-19 outbreak is disrupting supply chains and affecting production and sales across a range of industries.
Thus far, the Directors have not observed any material impact on going concern status due to COVID-19, Revenue and profits are in line with the 2020 budget that was set in September 2019 and also ahead of the results for the year to 31 December 2019.   The Company has not needed to Furlough staff or require any additional funding since the start of the Pandemic.
The Directors consider that the Company has adequate resources to continue in operational existence for the foreseeable future. 

Page 13

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.6

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.7

Operating leases: the Company as lessee

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

Page 14

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.10

Borrowing costs

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

 
2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.12

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance Sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 15

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.13

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Profit and Loss Account over its useful economic life.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 The estimated useful lives range as follows:

Goodwill
-
10
years
Brand name & customer relationships
-
10
years

 
2.14

Impairment of fixed assets and goodwill

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.15

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.16

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 16

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.17

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.18

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.19

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance Sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

Page 17

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

2.Accounting policies (continued)

 
2.20

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, the directors are required to make judgements (other than those involving estimeates) that have a significant impact on the amounts recognised and to make estimates and assumptions of the carrying amounts of assets and lliabilities 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 if the revision affects only that period, or in the period of the revision and future period if the revision affects both current and future periods.  
Critical judgements in appying the Company's accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Carrying value of goodwill and other intangibles
The directors have exercised key judgement in estimating the useful economic life of goodwill and other intangibles.  In making its judgements management considered the detailed criteria for the valuation of goodwill and other intangibles set out in FRS 102 Section 18 Intangible Assets other than Goodwill and Section 19 Business Combinations and Goodwill. 
Cost of investment in Vistra Assurance (Ireland) Limited (formerly SG Chartered Accountants & Advisors Limited)
The Company purchased 100% of the share capital of  Vistra Assurance (Ireland) Limited (formerly SG Chartered Accountatnts and Advisors Limited) on 8 February 2018.  The consideration for the entity has not yet been finalised as it comprises a number of judgements and includes an earn out payment based on the future profitability of the business. As the earn out period is not yet complete management has used its judgement to arrive at its best estimate of the expected investment cost, which may be subject to future adjustment when the final earn out is known.
Key source of estimation uncertainty
There are no key assumptions concerning the future, and other key sources of estimation uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.

Page 18

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

4.


Turnover

An analysis of turnover by class of business is as follows:


2019
2018
£
£

Accountancy services
1,826,495
1,777,389

1,826,495
1,777,389


Analysis of turnover by country of destination:

2019
2018
£
£

United Kingdom
1,826,495
1,777,389

1,826,495
1,777,389



5.


Operating profit/(loss)

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

2019
2018
£
£

Exchange differences
(152,991)
98,558

Other operating lease rentals
7,279
6,250


6.


Auditor's remuneration

2019
2018
£
£


Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements
1,300
21,201


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

Page 19

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

7.


Employees

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


2019
2018
£
£

Wages and salaries
971,744
892,222

Social security costs
109,638
94,363

Cost of defined contribution scheme
36,489
24,873

1,117,871
1,011,458


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


        2019
        2018
            No.
            No.







Audit and accounting
22
21


8.


Directors' remuneration

2019
2018
£
£

Directors' emoluments
248,454
202,039

Company contributions to defined contribution pension schemes
10,800
8,354

259,254
210,393


During the year retirement benefits were accruing to 2 directors (2018 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £148,785 (2018 - £121,707).

The value of the company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,230 (2018 - £5,758).

Fees for directors services to Nortons Assurance Limited were also paid by Nortons Services - Audit Limited.  These fees amounted to £nil (2018: £66,818).

Page 20

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

9.


Interest receivable

2019
2018
£
£


Other interest receivable
-
353

-
353


10.


Interest payable and similar expenses

2019
2018
£
£


Loans from group undertakings
95,608
88,873

95,608
88,873


11.


Taxation


2019
2018
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
(23,014)
(34,434)

Total deferred tax
(23,014)
(34,434)


Taxation on loss on ordinary activities
(23,014)
(34,434)
Page 21

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019
 
11.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2018 - higher than) the standard rate of corporation tax in the UK of 19% (2018 - 19%). The differences are explained below:

2019
2018
£
£


Profit/(loss) on ordinary activities before tax
113,966
(460,578)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
21,654
(87,510)

Effects of:


Expenses not deductible for tax purposes
52,964
94,549

Adjustments to tax charge in respect of prior periods
(775)
(12,457)

Short term timing difference leading to an increase (decrease) in taxation
2,617
2,585

Group relief
(99,474)
(31,601)

Total tax charge for the year
(23,014)
(34,434)


Factors that may affect future tax charges

A reduction in the UK corporation tax rate from 19% to 17% was substantively enacted in September 2016 to be effective from 1 April 2020. Deferred tax amounts at the balance sheet date have been measured using this enacted tax rate of 17% and reflected in these financial statements.
However, subsequent to the year end, a measure was enacted which sets the Corporation Tax main rate
at 19% for the financial year beginning 1 April 2020. This maintains the rate at 19% rather than reducing it
to 17% from 1 April 2020.
The charge to Corporation Tax and the main rate will also be set at 19% for the financial year beginning 1
April 2021.

Page 22

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

12.


Intangible assets




Brand name & customer relationships
Goodwill
Total

£
£
£



Cost


At 1 January 2019
1,292,737
2,786,600
4,079,337



At 31 December 2019

1,292,737
2,786,600
4,079,337



Amortisation


At 1 January 2019
387,822
835,980
1,223,802


Charge for the year on owned assets
129,274
278,660
407,934



At 31 December 2019

517,096
1,114,640
1,631,736



Net book value



At 31 December 2019
775,641
1,671,960
2,447,601



At 31 December 2018
904,915
1,950,620
2,855,535



Page 23

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

13.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2019
3,433,651


Additions
417,771



At 31 December 2019
3,851,422




The addition in the year reflects an adjustment to the cost of the investment in  Vistra Assurance (Ireland) Limited based on managements' judgement of the revised estimate of the expected investment cost.  The consideration for the entity has not yet been finalised as it comprises a number of judgements and includes an earn out payment based on the future profitability of the business, which may be subject to future adjustment when the final earn out is known.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Vistra Holdings GmbH
Univeritaetsstrusse 71, D-50931 Cologne, Germany
Ordinary
100%
Vistra Assurance (Ireland) Limited
32 Merrion Street Upper, Dublin 2, Ireland
Ordinary
100%
Sebhar Limited
32 Merrion Street Upper, Dublin 2, Ireland
Ordinary
100%

Nortons Services - Audit Limited was dissolved on 8 January 2019 and the value of the investment was written down to £nil in 2018.  There are no other changes in respect of impairment in 2019 or 2018.

Page 24

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

14.


Debtors

2019
2018
£
£


Trade debtors
98,543
128,386

Amounts owed by group undertakings
1,103,519
635,696

Other debtors
1,657
65,353

Called up share capital not paid
100
100

Prepayments and accrued income
183,003
147,647

1,386,822
977,182



15.


Cash and cash equivalents

2019
2018
£
£

Cash at bank and in hand
209,858
228,840

Less: bank overdrafts
(1,455)
-

208,403
228,840



16.


Creditors: Amounts falling due within one year

2019
2018
£
£

Bank overdrafts
1,455
-

Trade creditors
2,251
3,826

Amounts owed to group undertakings
2,717,596
2,700,414

Other taxation and social security
28,047
102,985

Other creditors
6,013
4,555

Accruals and deferred income
6,650
24,470

2,762,012
2,836,250


Page 25

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

17.


Creditors: Amounts falling due after more than one year

2019
2018
£
£

Other creditors
1,408,826
1,048,059

1,408,826
1,048,059



18.


Financial instruments

2019
2018
£
£

Financial assets


Financial assets that are debt instruments measured at amortised cost
1,346,212
884,423


Financial liabilities


Financial liabilities measured at amortised cost
(4,142,791)
(3,781,324)


19.


Deferred taxation




2019
2018


£

£






At beginning of year
(153,835)
(188,269)


Charged to profit or loss
23,014
34,434



At end of year
(130,821)
(153,835)

The provision for deferred taxation is made up as follows:

2019
2018
£
£


Other timing differences
(130,821)
(153,835)

(130,821)
(153,835)


Deferred tax of £21,977 is expected to reverse in the next year.

Page 26

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

20.


Share capital

2019
2018
£
£
Allotted, called up and fully paid



100 (2018 - 100) A Ordinary shares of £1.00 each
100
100
98 (2018 - 98) B Ordinary shares of £5.00 each
490
490

590

590

The A and B shares rank pari passu with the exception of the following rights:
A shares hold no right to participate whilst the B shares participate in proportion to the number of B shares held.  
On the return of capital the following rights apply.  
Firstly the A shares have the right to the nominal value of each A share, 
Secondly the B shares have the right to the nominal value of each B share plus the balance of assets distributed in proposition to B shares held
No A share may be transferred without the consent of a majority of B shares.


21.


Reserves

Share premium account

The share premium account contains the premium on issue of equity shares, net of issue expenses.

Profit and loss account

The profit and loss account represents all current and prior period retained profits and losses.


22.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company  to the fund and amounted to £36,489 (2018 - £24,873). Contributions totalling £6,013 (2018 - £4,555) were payable to the fund at the balance sheet date and are included in creditors.

Page 27

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

23.


Commitments under operating leases

At 31 December 2019 the Company had future minimum lease payments under non-cancellable operating leases as follows:

2019
2018
£
£


Not later than 1 year
7,029
7,029

Later than 1 year and not later than 5 years
1,757
8,786

8,786
15,815


24.


Related party transactions

Included in debtors is £469,601 (2018: £114,423) due from Vistra International Expansion Limited, an associate, in respect of funds transferred and operating expenses recharged to the Company.
Included in debtors is £515,007 (2018: £465,415) due from Vistra (UK) Limited, an associate,  in respect of funds transferred for onward upstreaming to Group and inter-company recharges made by the Company.
Included in debtors is £nil (2018: £795) due from Vistra Trust Company Limited, an associate,  in respect of operating expenses recharged by the Company. 
Included in creditors is £697,844 (2018: £687,546) due to Vistra Group Holdings (BVI) Limited, an associate, in respect of loans received by the Company
Included in creditors is £1,808,634 (2018: £1,819,114) due to Vistra Holdings SARL, an associate,  in respect of loans received by the Company.
Included in creditors is £55,063 (2018: £55,063) due to Vistra Holdings SRL, an associate,  in respect of loans received by the Company.
Included in creditors is £85,720 (2018: £138,691) due to Vistra Group Management (Asia), an associate, in respect of inter-company recharges made to the Company.
Included in creditors is £7,351 (2018: £nil) due to Vistra Corporate Law Limited, an associate, in respect of services received.
During the year the company made sales of £22,719 (2018: £56,836) to Vistra (UK) limited, an associate.  This amount was received in full during the year.
During the year the company made sales of £18,701 (2018: £4,723) to Vistra Trust Company Limited.  This amount was received in full during the year.
During the year the company made sales of £720 (2018: nil) to Vistra Ireland Limited. This amount was received in full during the year.
During the year the company made purchases of £6,126 (2018: nil) from Vistra Corporate Law Limited. The amount was unpaid at the end of year.  

Page 28

 
NORTONS ASSURANCE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2019

25.


Post balance sheet events

Since the balance sheet date there has been a global outbreak of a novel strain of coronavirus (COVID-19). On 12 March the World Health Organisation declared the outbreak a pandemic. Many countries, including the UK have reacted to contain and delay the spread of the virus, which included extensive social distancing, business closures and travel bans. The Directors considered the financial impact of this pandemic and have concluded that the matter is a non-adjusting post balance sheet event.
See the "Principal Risks and Uncertainties" in the Strategic Report on page 1 and the going concern disclosures on page 13 or further information.


26.


Controlling party

Vistra Reading Holdings Limited, a company registered in England and Wales, is the immediate parent company.  The Company's ultimate parent undertaking is Vistra Group Holdings (BVI) III Limited, a Company incorporated under the laws of the British Virgin Islands and whose registered office is located at Craigmuir Chambers, P.O. Box 4714, Road Town, Tortola, VG1110, British Virgin Islands.

 
Page 29