Circle 1991 Limited - Limited company accounts 22.3

REGISTERED NUMBER: 12508077 (England and Wales)

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2022

FOR

CIRCLE 1991 LIMITED

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

DIRECTORS:

A J Norcott

Ms K A Egan

J Shields

P D Jones

Ms L Claro

I Storm

SECRETARY:

Ms E L Ainscough

REGISTERED OFFICE:

118 Holyhead Road

Coventry

CV1 3LY

REGISTERED NUMBER:

12508077 (England and Wales)

ACCOUNTANTS:

Clive Shedd & Co

Chartered Accountants

232 Sladepool Farm Road

Birmingham

B14 5EE

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2022.

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 2021 to the date of this report.

A J Norcott

Ms K A Egan

J Shields

P D Jones

Ms L Claro

Other changes in directors holding office are as follows:

I Storm was appointed as a director after 30 April 2022 but prior to the date of this report.

The group maintains directors' and officers' liability insurance which gives appropriate cover for any legal action brought against its directors.

COMPARATIVE FIGURES

In the previous financial year the company became the holding company of the Circle Insurance Services Limited group of companies following a share exchange agreement with the shareholders of Circle Insurance Services Limited which took effect from 1 May 2020. The comparatives in these financial statements accordingly reflect the trading results of the group for the year ended 30 April 2021.

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:

A J Norcott - Director

14 November 2022

TURNOVER

8,676,839

7,873,903

Cost of sales

156,782

166,202

GROSS PROFIT

8,520,057

7,707,701

Administrative expenses

8,252,738

7,621,440

267,319

86,261

Other operating income

248,443

278,128

OPERATING PROFIT

5

515,762

364,389

Interest receivable and similar income

15,488

26,275

Interest payable and similar expenses

6

(12,125

)

(5,038

)

PROFIT BEFORE TAXATION

519,125

385,626

Tax on profit

7

144,514

104,703

PROFIT FOR THE FINANCIAL YEAR

374,611

280,923

Profit attributable to:

Owners of the parent

374,611

280,923

FIXED ASSETS

Intangible assets

9

601,253

747,372

Tangible assets

10

270,073

273,901

Investments

11

389

389

871,715

1,021,662

CURRENT ASSETS

Debtors

12

884,418

869,878

Cash at bank

2,151,895

1,311,191

3,036,313

2,181,069

CREDITORS

Amounts falling due within one year

13

1,507,111

1,068,725

NET CURRENT ASSETS

1,529,202

1,112,344

TOTAL ASSETS LESS CURRENT LIABILITIES

2,400,917

2,134,006

CREDITORS

Amounts falling due after more than one year

14

308,333

416,033

NET ASSETS

2,092,584

1,717,973

CAPITAL AND RESERVES

Called up share capital

16

50,000

50,000

Retained earnings

2,042,584

1,667,973

SHAREHOLDERS' FUNDS

2,092,584

1,717,973

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 2022.

The members have not required the company and the group to obtain an audit of its financial statements for the year ended 30 April 2022 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.

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 14 November 2022 and were signed on its behalf by:

A J Norcott - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

865,219

865,219

865,219

865,219

CREDITORS

Amounts falling due within one year

13

423,919

618,919

NET CURRENT LIABILITIES

(423,919

)

(618,919

)

TOTAL ASSETS LESS CURRENT LIABILITIES

441,300

246,300

CAPITAL AND RESERVES

Called up share capital

16

50,000

50,000

Retained earnings

391,300

196,300

SHAREHOLDERS' FUNDS

441,300

246,300

Company's profit for the financial year

195,000

196,300

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 30 April 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 30 April 2022 in accordance with Section 476 of the Companies Act 2006.

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 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 14 November 2022 and were signed on its behalf by:

A J Norcott - Director

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 listed 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 using the merger method of accounting, following a share exchange agreement with the shareholders of Circle Insurance Services Limited of 118 Holyhead Road, Coventry CV1 3LY, effective from 1 May 2020. The merger method of accounting includes the assets and liabilities of the acquired business at their existing carrying values.

The comparative figures in these financial statements reflect the trading results of the group for the year ended 30 April 2021.

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.

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.

Fixed asset investments

Listed 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 115 (2021 - 113 ) .

5.	OPERATING PROFIT

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

Period

10.3.20

Year Ended

to

30.4.22

30.4.21

£

£

Other operating leases

144,692

153,712

Depreciation - owned assets

22,438

23,804

Depreciation - assets on hire purchase contracts

11,511

21,748

Profit on disposal of fixed assets

(4,610

)

(4,152

)

Goodwill amortisation

146,119

146,119

Foreign exchange differences

355

3,783

Pension costs

596,197

530,006

6.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

10.3.20

Year Ended

to

30.4.22

30.4.21

£

£

Bank interest

-

574

Bank loan interest

11,327

-

Other interest

-

821

Hire purchase interest

798

3,643

12,125

5,038

7.

TAXATION

Analysis of the tax charge

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

Period

10.3.20

Year Ended

to

30.4.22

30.4.21

£

£

Current tax:

UK corporation tax

144,514

107,778

Deferred tax

-

(3,075

)

Tax on profit

144,514

104,703

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.

9.	INTANGIBLE FIXED ASSETS

Group

Goodwill

£

COST

At 1 May 2021

and 30 April 2022

2,300,518

AMORTISATION

At 1 May 2021

1,553,146

Charge for year

146,119

At 30 April 2022

1,699,265

NET BOOK VALUE

At 30 April 2022

601,253

At 30 April 2021

747,372

10.	TANGIBLE FIXED ASSETS

Group

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 May 2021

150,214

444,237

594,451

Additions

-

35,173

35,173

Disposals

-

(24,000

)

(24,000

)

At 30 April 2022

150,214

455,410

605,624

DEPRECIATION

At 1 May 2021

-

320,550

320,550

Charge for year

-

33,949

33,949

Eliminated on disposal

-

(18,948

)

(18,948

)

At 30 April 2022

-

335,551

335,551

NET BOOK VALUE

At 30 April 2022

150,214

119,859

270,073

At 30 April 2021

150,214

123,687

273,901

11.	FIXED ASSET INVESTMENTS

Group

Listed

investments

£

COST

At 1 May 2021

and 30 April 2022

389

NET BOOK VALUE

At 30 April 2022

389

At 30 April 2021

389

Market value of listed investments at 30 April 2022 - £ 389 (2021 - £ 389 ).

Company

Shares in

group

undertakings

£

COST

At 1 May 2021

and 30 April 2022

865,219

NET BOOK VALUE

At 30 April 2022

865,219

At 30 April 2021

865,219

The group or the company's investments at the Statement of Financial Position date in the share capital of companies include the following:

Subsidiaries

Circle Insurance Services Limited

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Insurance broking

%

Class of shares:

holding

Ordinary

100.00

Circle Financial Services Limited

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Independent financial advisers

%

Class of shares:

holding

Ordinary

100.00

Mercia Underwriting Solutions Ltd

Registered office: 6 Lloyd's Avenue, London EC3N 3AX

Nature of business: Insurance underwriters

%

Class of shares:

holding

Ordinary

100.00

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: Pod 1, Capital Shopping Park, Leckwith Road, Cardiff CF11 8EG

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).

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).

Yihu Properties Ltd

Registered office: 118 Holyhead Road, Coventry CV1 3LY

Nature of business: Non trading (dissolved 9 August 2022)

%

Class of shares:

holding

Ordinary

100.00

The shares in Yihu Properties Ltd are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited).

Creative Commercial Insurance Brokers Limited

Registered office: Pod 1, Capital Shopping Park, Leckwith Road, Cardiff CF11 8EG

Nature of business: Non trading

%

Class of shares:

holding

Ordinary

100.00

The shares in Creative Commercial Insurance Brokers Limited are all held by Circle Insurance Services Limited (who is also a wholly owned subsidiary of Circle 1991 Limited).

12.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

2022

2021

£

£

Trade debtors

689,692

661,458

Other debtors

20,299

49,425

Prepayments and accrued income

174,427

158,995

884,418

869,878

13.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

2022

2021

2022

2021

£

£

£

£

Bank loans and overdrafts

100,000

86,928

-

-

Hire purchase contracts

2,961

13,831

-

-

Trade creditors

262,783

149,949

-

-

Amounts owed to group undertakings

-

-

423,919

618,919

Taxation and social security

379,497

285,978

-

-

Other creditors

133,473

133,473

-

-

Accruals and deferred income

628,397

398,566

-

-

1,507,111

1,068,725

423,919

618,919

14.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group

2022

2021

£

£

Bank loan - 1 to 2 years

100,000

97,193

Bank loan - 2 to 5 years

208,333

307,009

Bank loan - over 5 years

-

8,870

Hire purchase contracts

-

2,961

308,333

416,033

Amounts falling due in more than five years:

Group

2022

2021

£

£

Repayable by instalments

Bank loan - over 5 years

-

8,870

15.	SECURED DEBTS

The following secured debts are included within creditors:

Group

2022

2021

£

£

Hire purchase contracts

2,961

16,792

Hire purchase and finance leases are secured on the assets concerned. 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 subsidiary company debentures. Any assets held in accounts designated client accounts by group trading companies are excluded from the security given.

16.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

50,000

Ordinary

£1

50,000

50,000

The company has granted share options under an EMI Share Option Scheme to three senior group staff members. The share options relate in total to 3,764 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.