Talbot and Muir Limited - Limited company accounts 18.2

REGISTERED NUMBER: 02869547 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2018

FOR

TALBOT AND MUIR LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Statement of Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Cash Flow Statement

9

Notes to the Cash Flow Statement

10

Notes to the Financial Statements

11

DIRECTORS:

D Bonneywell

P A Darvill

G M Muir

J B Talbot

SECRETARY:

G M Muir

REGISTERED OFFICE:

22 Clarendon Street

Nottingham

NG1 5HQ

REGISTERED NUMBER:

02869547 (England and Wales)

AUDITORS:

Magma Audit LLP

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

Review of the Business

2018 was the first full trading year following incorporation of our SIPP business in to Talbot and Muir Limited. Despite

the burden of increased regulation, strong competition and rises in regulatory levies, PI premiums etc. the Directors are

pleased to report that the company continues to perform robustly and is well positioned to maintain and improve its

market share.

Long term initiatives including working closer with Networks and Nationals are starting to yield benefits and the directors

are confident that these will come through during 2019.

We remain acquisitive but only for sensibly priced businesses that are well run and will deliver medium to long-term

profitability for the company. The company has built up a loyal database of introducers and this has expanded

considerably throughout the year as our profile and marketing endeavours take hold.

As we look to the future, the company will relocate during 2019 to accommodate the next phase of growth and is well

capitalised with a low risk book of business. This should enable us to take advantage of acquisition opportunities that

may present themselves and also to substantially increase the organic growth within the business.

Risks and Uncertainties

The Directors view the principle risks to the business to be industry regulation and changes in legislation.

The company operates a robust compliance regime combined with the operation of a "permitted investment list" which

restricts the investments allowed in to the SIPP book to those in line with the FCA "Standard" investments. Further, the

company carries a substantial buffer over and above its minimum regulatory capital requirement. These factors mean

that the company is in a good position to cope with changes in the regulatory regime and pensions legislation.

With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may

be subject to unforeseen future events outside of our control. The Directors risk assess these changes regularly and

adjust company plans accordingly.

Key performance indicators

During the year the assets under administration ( AUA ) increased by 18.2% from £2,326m to £2,750m and net client

numbers increased by 6.1% from 4,995 to 5,300.

ON BEHALF OF THE BOARD:

G M Muir - Director

16 April 2019

The directors present their report with the financial statements of the company for the year ended 31 December 2018.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of providing administration to small self

administered pension schemes and self invested pension schemes.

DIVIDENDS

Interim dividends amounting to £173,594 were paid in the year. The directors recommend that no final dividend will be

paid.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2018 to the date of this report.

D Bonneywell

P A Darvill

G M Muir

J B Talbot

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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). 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.

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 company'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 company's

auditors are aware of that information.

AUDITORS

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

ON BEHALF OF THE BOARD:

G M Muir - Director

16 April 2019

Opinion

We have audited the financial statements of Talbot and Muir Limited (the 'company') for the year ended

31 December 2018 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in

Equity, Cash Flow Statement and Notes to the 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).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 December 2018 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 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

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 in the Strategic

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

thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

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

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

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

In the previous accounting period the directors of the company took advantage of audit exemption under s477 of the

Companies Act. Therefore the prior period financial statements were not subject to audit

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 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 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 a Report of the Auditors that includes our opinion.

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

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

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

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

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

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the

Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those

matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's

members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Orton FCCA (Senior Statutory Auditor)

for and on behalf of Magma Audit LLP

Chartered Accountants

Statutory Auditor

Unit 2, Charnwood Edge Business Park

Syston Road

Leicestershire

LE7 4UZ

16 April 2019

TURNOVER

4

3,858,683

2,601,606

Administrative expenses

(2,915,162

)

(2,391,433

)

OPERATING PROFIT

7

943,521

210,173

Interest receivable and similar income

5,759

4,677

PROFIT BEFORE TAXATION

949,280

214,850

Tax on profit

8

(259,195

)

(61,022

)

PROFIT FOR THE FINANCIAL YEAR

690,085

153,828

FIXED ASSETS

Intangible assets

11

2,242,243

2,498,677

Tangible assets

12

65,683

88,229

Investments

13

7,295

7,295

2,315,221

2,594,201

CURRENT ASSETS

Debtors

14

1,232,185

1,125,470

Cash at bank and in hand

2,547,760

1,382,773

3,779,945

2,508,243

CREDITORS

Amounts falling due within one year

15

(1,569,343

)

(1,092,340

)

NET CURRENT ASSETS

2,210,602

1,415,903

TOTAL ASSETS LESS CURRENT LIABILITIES

4,525,823

4,010,104

PROVISIONS FOR LIABILITIES

18

(12,128

)

(12,900

)

NET ASSETS

4,513,695

3,997,204

CAPITAL AND RESERVES

Called up share capital

19

2,000

2,000

Share premium

2,614,793

2,614,793

Retained earnings

1,896,902

1,380,411

4,513,695

3,997,204

The financial statements were approved by the Board of Directors on 16 April 2019 and were signed on its behalf by:

G M Muir - Director

J B Talbot - Director

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2017

1,000

1,226,583

24,850

1,252,433

Changes in equity

Issue of share capital

1,000

-

2,589,943

2,590,943

Total comprehensive income

-

153,828

-

153,828

Balance at 31 December 2017

2,000

1,380,411

2,614,793

3,997,204

Changes in equity

Dividends

-

(173,594

)

-

(173,594

)

Total comprehensive income

-

690,085

-

690,085

Balance at 31 December 2018

2,000

1,896,902

2,614,793

4,513,695

Cash flows from operating activities

Cash generated from operations

1

1,872,319

348,794

Tax paid

(136,524

)

(59,064

)

Net cash from operating activities

1,735,795

289,730

Cash flows from investing activities

Purchase of intangible fixed assets

(126,709

)

(2,675,546

)

Purchase of tangible fixed assets

(11,932

)

(48,199

)

Interest received

5,759

4,677

Net cash from investing activities

(132,882

)

(2,719,068

)

Cash flows from financing activities

Amount withdrawn by directors

(264,332

)

264,332

Share issue

-

2,590,943

Equity dividends paid

(173,594

)

-

Net cash from financing activities

(437,926

)

2,855,275

Increase in cash and cash equivalents

1,164,987

425,937

Cash and cash equivalents at beginning of year

2

1,382,773

956,836

Cash and cash equivalents at end of year

2

2,547,760

1,382,773

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

2018

2017

as restated

£

£

Profit before taxation

949,280

214,850

Depreciation charges

417,622

272,558

Finance income

(5,759

)

(4,677

)

1,361,143

482,731

Increase in trade and other debtors

(32,914

)

(666,905

)

Increase in trade and other creditors

544,090

532,968

Cash generated from operations

1,872,319

348,794

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 December 2018

31/12/18

1/1/18

£

£

Cash and cash equivalents

2,547,760

1,382,773

Year ended 31 December 2017

31/12/17

1/1/17

as restated

£

£

Cash and cash equivalents

1,382,773

956,836

1.	STATUTORY INFORMATION

Talbot and Muir 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.	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.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary

amounts in these financial statements are rounded to the nearest £.

Turnover

Turnover represents amounts receivable for services net of VAT .

Annual fees and commissions are accounted for in the period to which they relate on a straight line basis,

except for first year fees which are recognised as work is undertaken.

Goodwill

Goodwill arising on the acquisition of the Talbot and Muir SIPP LLP is being amortised over its estimated useful

economic life of 10 years.

Other purchased goodwill is being amortised over its estimated useful economic life of three years.

After initial recognition, goodwill is reviewed annually for impairment.

Tangible fixed assets

Tangible fixed assets are stated at historical cost less accumulated depreciation and any accumulated

impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the

location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful

lives, using either a straight line or reducing balance method, as indicated below.

Depreciation is provided on the following basis:

Fixtures and fittings

25% straight line

Computer equipment

20% straight line

The asset's residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if

appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised in profit or loss.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive

Income, except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

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

balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws

that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal

of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the

lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension

scheme are charged to profit or loss in the period to which they relate.

Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12

‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to the

contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there

is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis

or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction

price including transaction costs and are subsequently carried at amortised cost using the effective interest

method unless the arrangement constitutes a financing transaction, where the transaction is measured at the

present value of the future receipts discounted at a market rate of interest. Financial assets classified as

receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual

arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets

of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference

shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes

a financing transaction, where the debt instrument is measured at the present value of the future payments

discounted at a market rate of interest. Financial liabilities classified as payable within one year are not

amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or

less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction

price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs.

Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of

the company.

Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are

required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are

received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed

to terminate the employment of an employee or to provide termination benefits.

Cash and cash equivalents

Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks,

other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank

overdrafts are shown within borrowings in current liabilities.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company’s accounting policies, the directors are required to make judgements,

estimates and assumptions about the carrying amount 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 where the revision affects only that

period, or in the period of the revision and future periods where the revision affects both current and future

periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying

amount of assets and liabilities are as follows :

Useful economic lives of intangible and tangible fixed assets

The annual depreciation charge for intangible and tangible fixed assets is sensitive to changes in the estimated

useful economic lives and residual values of the assets. The useful economic lives and residual values are

reassessed annually. They are amended when necessary to reflect current estimates, based on technological

advancement, future investments, economic utilisation and the physical condition of the assets.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the company.

All income is derived from the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

2018

2017

as restated

£

£

Wages and salaries

1,522,244

1,466,486

Social security costs

147,344

141,403

Other pension costs

68,490

86,428

1,738,078

1,694,317

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

2018

2017

as restated

SSAS Administration

14

13

SIPP Administration

24

19

Sales Support

7

6

Compliance

4

3

Administration

5

9

Directors

4

5

58

55

6.	DIRECTORS' EMOLUMENTS

2018

2017

as restated

£

£

Directors' remuneration

68,310

81,750

Directors' pension contributions to money purchase schemes

3,300

25,167

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

1

4

7.	OPERATING PROFIT

The operating profit is stated after charging:

2018

2017

as restated

£

£

Hire of plant and machinery

530

530

Depreciation - owned assets

34,478

34,080

Goodwill amortisation

383,143

132,118

8.

TAXATION

Analysis of the tax charge

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

2018

2017

as restated

£

£

Current tax:

UK corporation tax

259,967

62,722

Deferred tax

(772

)

(1,700

)

Tax on profit

259,195

61,022