Batson Topco Limited - Limited company accounts 18.1.1

REGISTERED NUMBER: 09948075 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 January 2018

for

Batson Topco Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

O J Bevan

I B Owen

A G M Stevens

S J Wynne

D J Zanker

J D R Twining

REGISTERED OFFICE:

9 Miller Court

Severn Drive

Tewkesbury Business Park

Tewkesbury

Gloucestershire

GL20 8DN

REGISTERED NUMBER:

09948075 (England and Wales)

AUDITORS:

Charles Hinitt & Associates Limited

Chartered Certified Accountants &

Statutory Auditors

48 Belle Vue Terrace

Malvern

Worcestershire

WR14 4QG

BANKERS:

The Royal Bank of Scotland Plc

PO Box 412

62/63 Threadneedle Street

London

EC2R 8LA

SOLICITORS:

DWF Solicitors

1 Scott Place

2 Hardman Street

Manchester

M3 3AA

The directors present their strategic report of the company and the group for the year ended 31 January 2018.

REVIEW OF BUSINESS

Batson Topco Limited was incorporated on 12 January 2016. On 31st May 2016 Batson Topco acquired the business

of the Kingsbridge Group of companies which has been operating since 2001. The main trading company is

Kingsbridge Risk Solutions Limited. Kingsbridge is a leading independent corporate insurance broker providing

specialist insurance solutions to contractors, freelancers and the Recruitment and Utilities industries.

The business has offices in Tewkesbury and Liverpool and to enhance the service to our clients, we have opened a new

office in London in 2017.

KEY PERFORMANCE INDICATORS

Kingsbridge Risk Solutions Limited have continued a trend of strong organic growth and the KPIs of the business

reflect this. Revenue has grown 25% to £12,122k during the year and the profit has increased to £4,966k.

PRINCIPAL RISKS AND UNCERTAINTIES

Competitive

The group operates in competitive markets where customers' insurance requirements are driven by the specific risks in

their respective industries. The group has an ethos of high service delivery and ensures that its product offering is

competitive and appropriate to the business sectors in which it operates.

Legislative & regulatory

Kingsbridge Risk Solutions is directly regulated by the FCA in respect of its insurance activities. There is a risk that

legislation could change in this area which could have a detrimental effect on the group. The group treats compliance as

a high priority and keeps up to date with recent developments in legislation.

Interest rate risk

An element of the group's borrowing is linked to LIBOR and so the group is exposed to fluctuations in interest rates.

The company reviews this exposure at board level in conjunction with forecasted cash flows.

ON BEHALF OF THE BOARD:

J D R Twining - Director

12 June 2018

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

31 January 2018.

DIVIDENDS

No dividends will be distributed for the year ended 31 January 2018.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 February 2017 to the date of this

report.

O J Bevan

I B Owen

A G M Stevens

S J Wynne

D J Zanker

Other changes in directors holding office are as follows:

J D R Twining - appointed 4 September 2017

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the financial

statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors

have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting

Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not

approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the

company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the

directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the

company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006.

They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable

steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act

2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as

a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are

aware of that information.

AUDITORS

The auditors, Charles Hinitt & Associates Limited, will be proposed for re-appointment at the forthcoming Annual

General Meeting.

ON BEHALF OF THE BOARD:

J D R Twining - Director

12 June 2018

Opinion

We have audited the financial statements of Batson Topco Limited (the 'parent company') and its subsidiaries (the

'group') for the year ended 31 January 2018 which comprise the Consolidated Income Statement, Consolidated Other

Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in

Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated

Cash Flow Statement, 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).

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.

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 January 2018 and of the group's profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

you where:

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

-

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group

Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the

Auditors thereon.

Our opinion on the financial statements does not cover the other information and we do not express any form of

assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If, 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in

the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the

Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to

you if, in our opinion:

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, the directors are

responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and

for such internal control as the directors determine necessary to enable the preparation of financial statements that are

free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's

ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going

concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease

operations, or have no realistic alternative but to do so.

Our responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

Charles Hinitt FCCA (Senior Statutory Auditor)

for and on behalf of Charles Hinitt & Associates Limited

Chartered Certified Accountants &

Statutory Auditors

48 Belle Vue Terrace

Malvern

Worcestershire

WR14 4QG

20 June 2018

TURNOVER

3

12,473,418

10,013,673

Cost of sales

1,486,234

1,186,832

GROSS PROFIT

10,987,184

8,826,841

Administrative expenses

6,753,218

5,852,796

4,233,966

2,974,045

Other operating income

16,030

16,700

OPERATING PROFIT

5

4,249,996

2,990,745

Interest receivable and similar income

11,928

12,017

4,261,924

3,002,762

Interest payable and similar expenses

6

2,549,553

1,858,247

PROFIT BEFORE TAXATION

1,712,371

1,144,515

Tax on profit

7

463,825

319,373

PROFIT FOR THE FINANCIAL YEAR

1,248,546

825,142

Profit attributable to:

Owners of the parent

1,248,546

825,142

PROFIT FOR THE YEAR

1,248,546

825,142

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,248,546

825,142

Total comprehensive income attributable to:

Owners of the parent

1,248,546

825,142

FIXED ASSETS

Intangible assets

9

159,300

14,578

Tangible assets

10

263,368

189,173

Investments

11

34,774,818

34,716,718

35,197,486

34,920,469

CURRENT ASSETS

Debtors

12

3,765,371

4,715,643

Cash at bank and in hand

9,286,196

4,290,710

13,051,567

9,006,353

CREDITORS

Amounts falling due within one year

13

8,759,736

5,442,140

NET CURRENT ASSETS

4,291,831

3,564,213

TOTAL ASSETS LESS CURRENT LIABILITIES

39,489,317

38,484,682

CREDITORS

Amounts falling due after more than one year

14

33,947,103

34,257,014

NET ASSETS

5,542,214

4,227,668

CAPITAL AND RESERVES

Called up share capital

19

15,165

12,565

Share premium

20

1,608,608

1,545,208

Retained earnings

20

3,918,441

2,669,895

SHAREHOLDERS' FUNDS

5,542,214

4,227,668

The financial statements were approved by the Board of Directors on 12 June 2018 and were signed on its behalf by:

J D R Twining - Director

A G M Stevens - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

-

-

Investments

11

1

1

1

1

CURRENT ASSETS

Debtors

12

1,002,442

936,442

NET CURRENT ASSETS

1,002,442

936,442

TOTAL ASSETS LESS CURRENT LIABILITIES

1,002,443

936,443

CAPITAL AND RESERVES

Called up share capital

19

15,165

12,565

Share premium

987,278

923,878

SHAREHOLDERS' FUNDS

1,002,443

936,443

Company's profit for the financial year

-

-

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 12 June 2018 and were signed on its behalf by:

J D R Twining - Director

A G M Stevens - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

12,565

-

923,878

936,443

Total comprehensive income

-

825,142

-

825,142

Acquired with acquisitions

-

1,844,753

621,330

2,466,083

Balance at 31 January 2017

12,565

2,669,895

1,545,208

4,227,668

Changes in equity

Issue of share capital

2,600

-

63,400

66,000

Total comprehensive income

-

1,248,546

-

1,248,546

Balance at 31 January 2018

15,165

3,918,441

1,608,608

5,542,214

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Changes in equity

Issue of share capital

12,565

-

923,878

936,443

Balance at 31 January 2017

12,565

-

923,878

936,443

Changes in equity

Issue of share capital

2,600

-

63,400

66,000

Balance at 31 January 2018

15,165

-

987,278

1,002,443

Cash flows from operating activities

Cash generated from operations

1

6,214,989

2,196,893

Interest paid

(167,650

)

(349,243

)

Interest element of hire purchase payments paid

(4,671

)

(4,444

)

Tax paid

(449,464

)

(373,012

)

Taxation refund

10,323

-

Net cash from operating activities

5,603,527

1,470,194

Cash flows from investing activities

Purchase of intangible fixed assets

(150,594

)

(41,629

)

Purchase of tangible fixed assets

(161,820

)

(148,601

)

Purchase of fixed asset investments

(58,100

)

(31,187,706

)

Sale of tangible fixed assets

19,850

500

Opening net assets on acquisition

-

2,899,550

Interest received

11,928

12,017

Net cash from investing activities

(338,736

)

(28,465,869

)

Cash flows from financing activities

New bank loans in year

-

6,000,000

New debenture loans in year

-

28,210,558

Loans repaid in year

(300,000

)

(3,951,375

)

Capital repayments in year

(19,305

)

20,032

Amount introduced by directors

-

74,276

Amount withdrawn by directors

(16,000

)

(3,549

)

Share issue

2,600

12,565

Share premium

63,400

923,878

Net cash from financing activities

(269,305

)

31,286,385

Increase in cash and cash equivalents

4,995,486

4,290,710

Cash and cash equivalents at beginning of year

2

4,290,710

-

Cash and cash equivalents at end of year

2

9,286,196

4,290,710

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

Period

12/1/16

Year Ended

to

31/1/18

31/1/17

£

£

Profit before taxation

1,712,371

1,144,515

Depreciation charges

83,054

143,060

(Profit)/loss on disposal of fixed assets

(9,406

)

8,704

Adjust for interest accrued but not paid

(2,377,232

)

(1,504,560

)

Finance costs

2,549,553

1,858,247

Finance income

(11,928

)

(12,017

)

1,946,412

1,637,949

Decrease/(increase) in trade and other debtors

961,149

(4,705,320

)

Increase in trade and other creditors

3,307,428

5,264,264

Cash generated from operations

6,214,989

2,196,893

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of

these Balance Sheet amounts:

Year ended 31 January 2018

31/1/18

1/2/17

£

£

Cash and cash equivalents

9,286,196

4,290,710

Period ended 31 January 2017

31/1/17

12/1/16

£

£

Cash and cash equivalents

4,290,710

-

1.	STATUTORY INFORMATION

Batson Topco Limited is a private company, limited by shares , registered in England and Wales. The company's

registered number and registered office address can be found on the General Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Basis of consolidation

Acquisitions of subsidiaries and businesses are accounted for using the purchase method. The cost of the

business combination is measured at the aggregate of the fair values (at the date of exchange) of assets given,

liabilities incurred or assumed and equity instruments issued by the group in exchange for control of the acquiree

plus costs directly attributable to the business combination.

Any excess of the costs of the business combination over the acquirer's interest in the net fair value of the

identifiable assets and liabilities is recognised as goodwill. If the net fair value of the identifiable assets and

liabilities exceeds the cost of the business combination the excess is recognised separately on the face of the

consolidated balance sheet immediately below goodwill.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the

financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates,

value added tax and other sales taxes.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

Fixtures and fittings

-

20% on cost

Motor vehicles

-

25% on cost

Computer equipment

-

33% on cost

Investments in subsidiaries

The consolidated financial statements incorporate the financial statements of the company and entities controlled

by the group (its subsidiaries). Control is achieved where the group has the power to govern the financial and

operating policies of the entity so as to obtain benefits from its activities.

The results of subsidiaries acquired during the year are included in total comprehensive income from the

effective date of acquisition using accounting policies consistent with those of the parent. All intra-group

transactions, balances, income and expenses are eliminated in full on consolidation.

Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements.