RMT Acquisitions Limited Filleted accounts for Companies House (small and micro)

R M T ACQUISITIONS LIMITED - Company Information

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COMPANY REGISTRATION NUMBER: 11307810

RMT Acquisitions Limited

Filleted Unaudited Financial Statements

31 May 2019

RMT Acquisitions Limited

Chartered Accountant's Report to the Board of Directors on the Preparation of the Unaudited Statutory Financial Statements of RMT Acquisitions Limited

Period from 13 April 2018 to 31 May 2019

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of RMT Acquisitions Limited for the period ended 31 May 2019, which comprise the statement of financial position and the related notes from the company's accounting records and from information and explanations you have given us. As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at www.icaew.com/en/membership/regulations-standards-and-guidance. This report is made solely to the Board of Directors of RMT Acquisitions Limited, as a body, in accordance with the terms of our engagement letter dated 9 May 2018. Our work has been undertaken solely to prepare for your approval the financial statements of RMT Acquisitions Limited and state those matters that we have agreed to state to you, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF as detailed at www.icaew.com/compilation. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than RMT Acquisitions Limited and its Board of Directors, as a body, for our work or for this report.

It is your duty to ensure that RMT Acquisitions Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of RMT Acquisitions Limited. You consider that RMT Acquisitions Limited is exempt from the statutory audit requirement for the period. We have not been instructed to carry out an audit or a review of the financial statements of RMT Acquisitions Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

UHY HACKER YOUNG Chartered accountants

St John's Chambers Love Street Chester Cheshire CH1 1QN

13 January 2020

RMT Acquisitions Limited

Statement of Financial Position

31 May 2019

	31 May 19
Note	£

Fixed assets

Intangible assets	4	1,626,233
Investments	5	807,900
		--------------
		2,434,133

Current assets

Cash at bank and in hand	656

Creditors: amounts falling due within one year	6	1,450,239
		--------------
Net current liabilities		1,449,583
		--------------
Total assets less current liabilities		984,550

Creditors: amounts falling due after more than one year	7	982,450
		-----------
Net assets		2,100
		-----------

Capital and reserves

Called up share capital	852
Profit and loss account	1,248
	--------
Shareholders funds	2,100
	--------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

For the period ending 31 May 2019 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

- The members have not required the company to obtain an audit of its financial statements for the period in question in accordance with section 476 ;

- The directors acknowledge their responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of financial statements .

RMT Acquisitions Limited

Statement of Financial Position (continued)

31 May 2019

These financial statements were approved by the board of directors and authorised for issue on 13 January 2020 , and are signed on behalf of the board by:

Mr R M Taylor

Director

Company registration number: 11307810

RMT Acquisitions Limited

Notes to the Financial Statements

Period from 13 April 2018 to 31 May 2019

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is St. John's Chambers, Love Street, Chester, CH1 1QN, UK.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

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

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Goodwill

Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Goodwill	-	over 25 years

If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Investments in joint ventures

Investments in jointly controlled entities accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in jointly controlled entities accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the joint venture arising before or after the date of acquisition.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units .

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

Business combinations

Business combinations relating to acquiring control of trade and assets to form one or more businesses are accounted for using the purchase method. The cost of a business combination is measured as the aggregate of the fair values, at the acquisition date, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly attributable to the business combination. Where control is achieved in stages, the cost of the business combination is the aggregate of the fair values of the assets given, liabilities incurred or assumed, and equity instruments issued at the date of each transaction in the series. Where the business combination requires an adjustment to the cost contingent on future events, the estimated amount of that adjustment is included in the cost of the combination at the acquisition date providing it is probable and can be measured reliably. Where it is not recognised at the acquisition date but subsequently becomes probable and can be measured reliably, the additional consideration is treated as an adjustment to the cost of the combination.

4. Intangible assets

	Goodwill
	£
Cost
Additions	–
Acquisitions through business combinations	1,679,414
	--------------
At 31 May 2019	1,679,414
	--------------
Amortisation
Charge for the period	53,181
	--------------
At 31 May 2019	53,181
	--------------
Carrying amount
At 31 May 2019	1,626,233
	--------------

5. Investments

	Shares in group undertakings
	£
Cost
At 13 April 2018	–
Additions	807,900
	-----------
At 31 May 2019	807,900
	-----------
Impairment
At 13 April 2018 and 31 May 2019	–
	-----------

Carrying amount
At 31 May 2019	807,900
	-----------

6. Creditors: amounts falling due within one year

	31 May 19
	£
Bank loans and overdrafts	12,401
Corporation tax	12,767
Cambrian Associates Ltd	179,406
Aled Investments Ltd	5,000
Other creditors	1,240,665
	--------------
	1,450,239
	--------------

7. Creditors: amounts falling due after more than one year

	31 May 19
	£
Bank loans and overdrafts	257,303
Other creditors	725,147
	-----------
	982,450
	-----------

8. Business combinations

Acquisition of S.G. Holding & Partners

During the accounting period, the company entered into an Agreement (the BPA) with William and Helen Dalling to purchase the business and assets of S.G. Holding & Partners , an unincorporated business .

The fair value of consideration paid in relation to the acquisition of S.G. Holding & Partners is as follows:

	£
Cash	851,414
Deferred consideration	828,000
	--------------
	1,679,414
	--------------

The total consideration to be paid for the business is estimated at £1,679,414, of which the estimate purchase price is £1,656,000 and other costs incidental to the acquisition are £23,414. The estimate purchase price is subject to an adjustment (the price adjustment, as set out in clause 4.10 of the BPA) on the day falling at 24 months from the date of the agreement (the closing date), with the final purchase price being calculated at 3.25 multiplied by the annual average of the Continuing Income (as defined in the BPA) received during the 24 month period commencing with the date of Completion. At the date of the balance sheet, the company had paid £851,414 with a deferred consideration of £828,000 consisting of two equal sums at 12 months and 24 months from the signing date respectively. In addition to the price adjustment in the previous paragraph, each deferred payment is subject to reduction by way of any deduction resulting from the cancellation or amendment to policies held by clients during the respective anniversary periods.

The fair value of amounts recognised at the acquisition date in relation to S.G. Holding & Partners are as follows:

	Fair value
	£
Intangible assets acquired	1,679,414
	--------------

The Consideration, other than a nominal £1 each for the client contracts and business records, was apportioned to Goodwill and Continuing income. No other assets or liabilities were transferred under the Agreement.

9. Directors' advances, credits and guarantees

During the period the directors entered into the following advances and credits with the company:

	31 May 19
	Balance brought forward	Advances/ (credits) to the directors	Amounts repaid	Balance outstanding
	£	£	£	£
Mr R M Taylor	–	( 601,000)	119,114	( 481,886)
	--------	-----------	-----------	-----------

10. Related party transactions

During the period the company entered into the following transactions with related parties:

	Transaction value	Balance owed by/(owed to)
	31 May 19	31 May 19
	£	£
Cambrian Associates Limited	(179,404)	( 179,404)
Aled Investments Limited	(5,000)	( 5,000)
	-----------	-----------

The company entered into transactions during the year with Cambrian Associates Ltd and its wholly-owned subsidiary Aled Investments Ltd . The directors and shareholders of Cambrian Associates Ltd are the same directors and shareholders of RMT Acquisitions Ltd. In the income statement, there is a management charge of £83,000 from the company to Cambrian Associates Ltd offset against overall loans of £262,404 from Cambrian Associates Ltd . The net amounts of these transactions and balances outstanding are detailed above. At the balance sheet date, the company owes Mr R Taylor £481,886, which is repayable on demand.