Nortons Assurance Limited - Limited company accounts 20.1

REGISTERED NUMBER: 09823227 (England and Wales)

Strategic Report,

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2020

for

NORTONS ASSURANCE LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Profit and Loss Account

8

Balance Sheet

9

Statement of Changes in Equity

10

Notes to the Financial Statements

11

Directors:

A S Campbell

P J Cooper

J A Biggs

Registered office:

Highlands House Basingstoke Road

Spencers Wood

Reading

Berkshire

RG7 1NT

Registered number:

09823227 (England and Wales)

Auditors:

Mazars LLP

Floor 5

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW

Introduction

The directors present the Strategic Report of Nortons Assurance Limited (the "Company") for the year ended 31 December 2020, 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 its turnover in the UK by 1.97% to £1,862,401 whilst maintaining its gross profit of 39.25%. Earnings before income taxes, depreciation and amortisation for the year was £209,070 (2019: £617,508). 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 2021 and beyond.

Going Concern

The Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for at least twelve months from the date of signing the statutory accounts. The directors are satisfied that Vistra Group Holdings (BVI) II Limited has sufficient resources available to provide this support.

The directors have not observed any material impact on going concern status due to COVID-19. The subsidiary company has not needed to furlough staff, and has not required any additional funding since the start of the Pandemic.

The directors consider that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the statutory accounts and thus continue to adopt the going concern basis of accounting in preparing the financial statements.

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

The UK's membership within the European Union ended on the 31 December 2020. The process of negotiation is still on-going and the final outcome in some areas is still unclear. The Directors have considered the likely potential effect of Brexit on the Company's forecast operating performance, and whilst it was considered that Brexit might cause some issues within the client base, and some clients have modified their business activities to take account of the possible impact of Brexit, it has not had a material effect on the future revenue or profitability of the Company.

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.

On behalf of the board:

A S Campbell - Director

11 August 2021

The directors present their report with the financial statements of the Company for the year ended 31 December 2020.

Principal activity

The principal activity of the Company in the year under review was that of a firm of Chartered Accountants providing audit and accountancy services.

Dividends

No dividends will be distributed for the year ending 31 December 2020 (2019: £nil).

Directors

The directors shown below have held office during the whole of the period from 1 January 2020 to the date of this report.

A S Campbell

P J Cooper

J A Biggs

Directors' responsibilities statement

The directors are responsible for preparing the 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 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 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 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The loss for the year, after taxation, amounted to £273,925 (2019 - profit £136,980).

Future developments

The Company expects to continue to grow in 2021 and beyond.

Statement as to disclosure of information to auditors

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.

Post balance sheet events

There were no events subsequent to the balance sheet date that have required adjustment to or disclosure in the financial statements.

Auditors

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

On behalf of the board:

A S Campbell - Director

11 August 2021

Opinion

We have audited the financial statements of Nortons Assurance Limited (the 'Company') for the year ended 31 December 2020 which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity and 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 Company's affairs as at 31 December 2020 and of its loss 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 Company 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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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 course of 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 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.

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 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, 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 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 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.

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 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 the financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Based on our understanding of the company and its industry, we identified that the principal risks of non-compliance with laws and regulations related to the UK tax legislation, pensions legislation, employment regulation and health and safety regulation, anti-bribery, corruption and fraud, money laundering, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006.

We evaluated the directors' and management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates and significant one-off or unusual transactions.

Our audit procedures were designed to respond to those identified risks, including non-compliance with laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit procedures included but were not limited to:

- Discussing with the directors and management their policies and procedures regarding compliance with laws and regulations;

- Communicating identified laws and regulations throughout our engagement team and remaining alert to any indications of non-compliance throughout our audit; and

- Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.

Our audit procedures in relation to fraud included but were not limited to:

- Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;

- Gaining an understanding of the internal controls established to mitigate risks related to fraud;

- Discussing amongst the engagement team the risks of fraud; and

- Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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.

Stephen Mills (Senior Statutory Auditor)

for and on behalf of Mazars LLP

Floor 5

Merck House

Seldown Lane

Poole

Dorset

BH15 1TW

23 August 2021

TURNOVER

4

1,862,401

1,826,495

Cost of sales

(1,131,493

)

(1,125,745

)

GROSS PROFIT

730,908

700,750

Administrative expenses

(929,773

)

(491,176

)

OPERATING (LOSS)/PROFIT

7

(198,865

)

209,574

Interest payable and similar expenses

9

(98,074

)

(95,608

)

(LOSS)/PROFIT BEFORE TAXATION

(296,939

)

113,966

Tax on (loss)/profit

10

9,171

23,014

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(287,768

)

136,980

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(287,768

)

136,980

FIXED ASSETS

Intangible assets

11

2,039,667

2,447,601

Investments

12

3,851,422

3,851,422

5,891,089

6,299,023

CURRENT ASSETS

Debtors

13

1,551,271

1,386,822

Cash at bank

14

419,641

209,858

1,970,912

1,596,680

CREDITORS

Amounts falling due within one year

15

(4,268,582

)

(2,762,012

)

NET CURRENT LIABILITIES

(2,297,670

)

(1,165,332

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,593,419

5,133,691

CREDITORS

Amounts falling due after more than one year

16

(165,493

)

(1,408,826

)

PROVISIONS FOR LIABILITIES

17

(121,650

)

(130,821

)

NET ASSETS

3,306,276

3,594,044

CAPITAL AND RESERVES

Called up share capital

18

590

590

Share premium

19

3,843,510

3,843,510

Retained earnings

19

(537,824

)

(250,056

)

SHAREHOLDERS' FUNDS

3,306,276

3,594,044

The financial statements were approved by the Board of Directors and authorised for issue on 11 August 2021 and were signed on its behalf by:

A S Campbell - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2019

590

(387,036

)

3,843,510

3,457,064

Changes in equity

Total comprehensive income

-

136,980

-

136,980

Balance at 31 December 2019

590

(250,056

)

3,843,510

3,594,044

Changes in equity

Total comprehensive loss

-

(287,768

)

-

(287,768

)

Balance at 31 December 2020

590

(537,824

)

3,843,510

3,306,276

1.	Statutory 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 the registered number of the Company is 09823227 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

Basis of preparing the 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:

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 FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

- Preparation of a cash-flow statement and related notes (Section 7)

- Certain financial instruments-related disclosures (Sections 11 & 12)

- Certain share-based payment disclosures (Section 26)

- Key management personnel compensation disclosure (Section 28)

- Presentation of a reconciliation of shares outstanding in the period (Section 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 £209,070 (2019: £617,508). 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 Company has received a letter from Vistra Group Holdings (BVI) II Limited, the parent of the largest group for which consolidated financial statements are prepared, confirming continued financial support for at least twelve months from the date of signing the statutory accounts. The directors are satisfied that Vistra Group Holdings (BVI) II Limited has sufficient resources available to provide this support.

The directors have not observed any material impact on going concern status due to COVID-19. The subsidiary company has not needed to furlough staff, and has not required any additional funding since the start of the Pandemic.

The directors consider that the Company has adequate resources to continue in operational existence for at least twelve months from the date of signing the statutory accounts and thus continue to adopt the going concern basis of accounting in preparing the financial statements..

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'.

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;

Operating leases: the Company as lessee

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

Interest income

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

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.

Borrowing costs

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

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.

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in the profit and loss, except to the extent that it relates to items recognised directly in equity. In this case the tax is also recognised directly in Other Comprehensive Income or directly in equity, as appropriate.

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 income tax is recognised, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the financial statements. However, the deferred tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss. Deferred income tax is determined using tax rates (and laws) that have been enacted, or substantially enacted, by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled.

Deferred income tax assets are recognised only to the extent that it is probable that future taxable profit will be available against which the temporary differences can be utilised.

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.

The estimated useful lives range as follows:

Goodwill - 10 years

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:

Brand name - 10 years

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 (GGUs). 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.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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.

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.

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.

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.

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.	Critical accounting judgements 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 estimates) that have a significant impact on the amounts recognised and to make estimates and assumptions of the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised 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 applying 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 Accountants and Advisors Limited) for £3,827,574 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.

4.

Turnover

The turnover and loss (2019 - profit) before taxation are attributable to the one principal activity of the Company.

An analysis of turnover by class of business is given below:

31/12/20

31/12/19

£

£

Accountancy services

1,862,401

1,826,495

1,862,401

1,826,495

An analysis of turnover by geographical market is given below:

31/12/20

31/12/19

£

£

United Kingdom

1,862,401

1,826,495

1,862,401

1,826,495

5.	Employees and directors

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

31/12/20

31/12/19

£

£

Wages and salaries

909,054

971,744

Social security costs

101,384

109,638

Cost of defined contribution scheme

41,328

36,489

1,051,767

1,117,871

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

31/12/20

31/12/19

Audit and accounting

20

22

6.	Directors' emoluments

31/12/20

31/12/19

£

£

Directors' emoluments

241,609

248,454

Company contributions to defined contribution pension schemes

11,894

10,800

253,503

259,254

During the year retirement benefits were accruing to 2 directors (2019 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £144,339 (2019 - £148,785).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £5,656 (2019 - £5,230).

7.	Operating (loss)/profit

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

31/12/20

31/12/19

£

£

Exchange differences

151,092

(152,991

)

Other operating lease rentals

7,054

7,279

8.	Auditors' remuneration

31/12/20

31/12/19

£

£

Fees payable to the Company's auditor and its associates for the audit of the Company's annual financial statements.

5,550

1,300

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.

9.

Interest payable and similar expenses

31/12/20

31/12/19

£

£

Interest payable

98,074

95,608

10.

Taxation

Analysis of the tax credit

The tax credit on the loss for the year was as follows:

31/12/20

31/12/19

£

£

Current tax:

UK corporation tax

(9,171

)

(23,014

)

Tax on (loss)/profit

(9,171

)

(23,014

)

Reconciliation of total tax credit 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:

31/12/20

31/12/19

£

£

(Loss)/profit before tax

(296,939

)

113,966

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

(56,418

)

21,654

Effects of:

Expenses not deductible for tax purposes

47,247

52,964

Adjustments to tax charge in respect of previous periods

-

(775

)

Short term timing difference leading to an increase (decrease) in taxation

-

2,617

Group relief

-

(99,474

)

Total tax credit

(9,171

)

(23,014

)

11.	Intangible fixed assets

Brand

Goodwill

name

Totals

£

£

£

Cost

At 1 January 2020

and 31 December 2020

2,786,600

1,292,737

4,079,337

Amortisation

At 1 January 2020

1,114,640

517,096

1,631,736

Amortisation for year

278,660

129,274

407,934

At 31 December 2020

1,393,300

646,370

2,039,670

Net book value

At 31 December 2020

1,393,300

646,367

2,039,667

At 31 December 2019

1,671,960

775,641

2,447,601

12.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2020

and 31 December 2020

3,851,422

Net book value

At 31 December 2020

3,851,422

At 31 December 2019

3,851,422

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%

13.

Debtors: amounts falling due within one year

31/12/20

31/12/19

£

£

Called up share capital not paid

100

100

Other debtors

402

1,657

Prepayments and accrued income

144,302

183,003

Trade debtors

255,153

98,543

Amounts owed by group undertakings

1,151,315

1,103,519

1,551,272

1,386,822

14.	Cash at bank

31/12/20

31/12/19

£

£

Bank account

419,641

209,858

15.

Creditors: amounts falling due within one year

31/12/20

31/12/19

£

£

Bank overdrafts

-

1,455

Other creditors

7,750

6,013

Trade creditors

12,455

2,251

Accruals and deferred income

8,060

6,650

Other taxation and social security

29,049

28,047

Amounts owed to group undertakings

4,211,269

2,717,596

4,268,582

2,762,012