Talbot and Muir Limited - Limited company accounts 20.1

REGISTERED NUMBER: 02869547 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2019

FOR

TALBOT AND MUIR LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

4

Consolidated Income Statement

6

Consolidated Balance Sheet

7

Company Balance Sheet

8

Consolidated Statement of Changes in Equity

9

Company Statement of Changes in Equity

10

Consolidated Cash Flow Statement

11

Notes to the Consolidated Cash Flow Statement

12

Notes to the Consolidated Financial Statements

14

DIRECTORS:

D Bonneywell

P A Darvill

G M Muir

J B Talbot

SECRETARY:

G M Muir

REGISTERED OFFICE:

55 Maid Marian Way

Nottingham

NG1 6GE

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

The directors present their strategic report of the company and the group for the year ended 31 December 2019.

REVIEW OF BUSINESS

2019 saw another strong trading year with new business up 21% overall. SSAS continues to grow in popularity and this

is reflected in the new schemes being introduced to Talbot and Muir up 50%. We are now regarded as one of the

leading providers of property based SIPP's and SSAS's within the UK.

We completed the acquisition of The Pension Partnership (TPP) in November 2019 adding 740 quality SSAS's and

SIPP's to our book and taking our Assets Under Administration (AUA) in excess of £3.5 Billion.

We shall remain acquisitive for the right type of business as well as continuing to develop our strong organic growth

ethos. We are now finalising panel positions with two of the largest advisor groups in the UK and are already beginning

to see the fruits of these endeavour's materialising.

Our move to Maid Marion Way is now complete and this provides us with ample room to accommodate our growth

plans. In addition to this we remain conscious of the importance to maintain our industry leading service standards and

to this end continue to invest heavily in both new and existing employees.

The firm remains well capitalised and through our Permitted Investment List (PIL) maintains a low risk book of business.

RISKS AND UNCERTAINTIES

It is still the Directors view that the risks to the business are industry regulation and changes in legislation.

Our compliance regime, incorporating a strict PIL, remains robust. The firm maintains a substantial buffer over and

above its minimum regulatory capital requirement. This is all Tier 1 capital.

With the aforementioned risks and uncertainties in mind the Directors risk assess these potential changes regularly to

ensure the company would be well placed in the event of any changes. This is further evidenced by the Senior

Managers Regime implemented in 2019.

At the present date, the COVID-19 outbreak has escalated worldwide. Any long term impact it has on our industry is as

yet unclear but guidance from the Government is that the issue itself will be time limited. As at the date of signing this

report, our business continues to show growth year on year and we believe that we are well placed as a business to

continue this trajectory. We look forward to reporting continued progress when we report again next year.

KEY PERFORMANCE INDICATORS

During 2019 through acquisition and organic growth the firms AUA increased by c. 31% from £2,750m to £3,600m. Net

client numbers increased by c.25% from 5,300 to 6,650. Over 977 advisors introduce business to the firm.

ON BEHALF OF THE BOARD:

G M Muir - Director

14 April 2020

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

31 December 2019.

PRINCIPAL ACTIVITY

The principal activity of the group 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 £247,426 (2018 £173,594) were paid in the year. The directors recommend that no final

dividend will be paid.

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 January 2019 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 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, Magma Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

G M Muir - Director

14 April 2020

Opinion

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

'group') for the year ended 31 December 2019 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).

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 December 2019 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, 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.

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 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.

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

15 April 2020

TURNOVER

4

4,966,898

3,858,683

Administrative expenses

(3,429,827

)

(2,915,275

)

OPERATING PROFIT

6

1,537,071

943,408

Interest receivable and similar income

11,803

5,759

1,548,874

949,167

Amounts written off investments

7

(7,091

)

-

PROFIT BEFORE TAXATION

1,541,783

949,167

Tax on profit

8

(381,592

)

(259,195

)

PROFIT FOR THE FINANCIAL YEAR

1,160,191

689,972

FIXED ASSETS

Intangible assets

11

3,560,772

2,242,243

Tangible assets

12

246,162

65,683

Investments

13

104

7,195

3,807,038

2,315,121

CURRENT ASSETS

Debtors

14

1,596,968

1,232,285

Cash at bank and in hand

3,027,185

2,547,760

4,624,153

3,780,045

CREDITORS

Amounts falling due within one year

15

(2,332,709

)

(1,557,085

)

NET CURRENT ASSETS

2,291,444

2,222,960

TOTAL ASSETS LESS CURRENT LIABILITIES

6,098,482

4,538,081

PROVISIONS FOR LIABILITIES

17

(39,764

)

(12,128

)

NET ASSETS

6,058,718

4,525,953

CAPITAL AND RESERVES

Called up share capital

18

2,106

2,000

Share premium

19

3,234,687

2,614,793

Retained earnings

19

2,821,925

1,909,160

6,058,718

4,525,953

The financial statements were approved by the Board of Directors and authorised for issue on 14 April 2020 and were

signed on its behalf by:

G M Muir - Director

J B Talbot - Director

FIXED ASSETS

Intangible assets

11

3,932,832

2,242,243

Tangible assets

12

246,162

65,683

Investments

13

404

7,295

4,179,398

2,315,221

CURRENT ASSETS

Debtors

14

1,596,868

1,232,185

Cash at bank and in hand

2,903,497

2,547,760

4,500,365

3,779,945

CREDITORS

Amounts falling due within one year

15

(2,310,021

)

(1,569,343

)

NET CURRENT ASSETS

2,190,344

2,210,602

TOTAL ASSETS LESS CURRENT LIABILITIES

6,369,742

4,525,823

PROVISIONS FOR LIABILITIES

17

(39,764

)

(12,128

)

NET ASSETS

6,329,978

4,513,695

CAPITAL AND RESERVES

Called up share capital

18

2,106

2,000

Share premium

3,234,687

2,614,793

Retained earnings

3,093,185

1,896,902

6,329,978

4,513,695

Company's profit for the financial year

1,443,709

690,085

The financial statements were approved by the Board of Directors and authorised for issue on 14 April 2020 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 2018

2,000

1,392,782

2,614,793

4,009,575

Changes in equity

Dividends

-

(173,594

)

-

(173,594

)

Total comprehensive income

-

689,972

-

689,972

Balance at 31 December 2018

2,000

1,909,160

2,614,793

4,525,953

Changes in equity

Movement in share capital

106

-

619,894

620,000

Dividends

-

(247,426

)

-

(247,426

)

Total comprehensive income

-

1,160,191

-

1,160,191

Balance at 31 December 2019

2,106

2,821,925

3,234,687

6,058,718

Called up

share

Retained

Share

Total

capital

earnings

premium

equity

£

£

£

£

Balance at 1 January 2018

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

Changes in equity

Movement in share capital

106

-

619,894

620,000

Dividends

-

(247,426

)

-

(247,426

)

Total comprehensive income

-

1,443,709

-

1,443,709

Balance at 31 December 2019

2,106

3,093,185

3,234,687

6,329,978

Cash flows from operating activities

Cash generated from operations

1

1,919,569

1,869,460

Tax paid

(161,136

)

(136,524

)

Net cash from operating activities

1,758,433

1,732,936

Cash flows from investing activities

Purchase of intangible fixed assets

(828,149

)

(126,709

)

Purchase of tangible fixed assets

(215,236

)

(11,932

)

Interest received

11,803

5,759

Net cash from investing activities

(1,031,582

)

(132,882

)

Cash flows from financing activities

Amount withdrawn by directors

-

(264,332

)

Equity dividends paid

(247,426

)

(173,594

)

Net cash from financing activities

(247,426

)

(437,926

)

Increase in cash and cash equivalents

479,425

1,162,128

Cash and cash equivalents at beginning of year

2

2,547,760

1,385,632

Cash and cash equivalents at end of year

2

3,027,185

2,547,760

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

2019

2018

£

£

Profit before taxation

1,541,783

949,167

Depreciation charges

426,668

417,622

Loss on disposal of fixed assets

2,402

-

Amounts written off investments

7,091

-

Finance income

(11,803

)

(5,759

)

1,966,141

1,361,030

Increase in trade and other debtors

(148,759

)

(32,914

)

Increase in trade and other creditors

102,187

541,344

Cash generated from operations

1,919,569

1,869,460

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 2019

31/12/19

1/1/19

£

£

Cash and cash equivalents

3,027,185

2,547,760

Year ended 31 December 2018

31/12/18

1/1/18

£

£

Cash and cash equivalents

2,547,760

1,385,632

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1/1/19

Cash flow

At 31/12/19

£

£

£

Net cash

Cash at bank and in hand

2,547,760

479,425

3,027,185

2,547,760

479,425

3,027,185

Total

2,547,760

479,425

3,027,185

4.	ACQUISITION OF BUSINESS

On 29 November 2019 the Group acquired 100% of the share capital of The Pensions Partnership Ltd. The total

consideration was £2,066,577, £1,050,000 was paid immediately in cash, £620,000 settled through the issuance

of 106 Ordinary E shares and £396,577 deferred to be payable in the year ended 31 December 2020.

The following table summarises the consideration paid by the Group and the fair value of the assets acquired:

Consideration at 29 November 2019

£

Cash

1,050,000

Equity instruments (106 Ordinary E shares)

620,000

Deferred consideration

396,577

Total consideration

2,066,577

For cash flow disclosure purposes the amounts are disclosed as follows:

£

Cash consideration

1,050,000

Less: Cash and cash equivalents acquired

(221,851

)

828,149

Recognised amounts of identifiable assets acquired and liabilities assumed:

Book values

£

Fixtures, fittings and equipment

6,625

Intangible assets

11,900

Cash and cash equivalents

221,851

Trade and other receivables

256,303

Trade and other payables

(124,419

)

Total identifiable net assets

372,260

1,694,317

Goodwill

2,066,577

The book value of items acquired are deemed to be equal to their fair value.

1.	STATUTORY INFORMATION

Talbot and Muir Limited is a group, limited by shares, registered in England and Wales. Its registered office

address is 55 Maid Marian Way, Nottingham, NG1 6GE and the registered number is 02869547.

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 £.

Going concern

At the time of approving the financial statements, the directors have a reasonable expectation the the group has

adequate resources to continue in operation existence for the foreseeable future. The the directors continue to

adopt the going concern basis of accounting in preparing the financial statements.

Basis of consolidation

The consolidated financial statements present the results of Group and its own subsidiaries ("the Group") as if

they formed a single entity. Intercompany transactions and balances between group companies are therefore

eliminated in full.

The consolidated financial statements incorporate the results of business combinations using the purchase

method. In the Balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially

recognised at their fair values at the acquisition date. The results of acquired operations are included in the

Consolidated statement of comprehensive income from the date on which control is obtained. They are

deconsolidated from the date control ceases.

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 represents the excess of the cost of acquisition of a business over the fair value of the net assets

acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated

amortisation and impairment losses. Goodwill is considered to have a finite useful life and is amortised on

systematic basis over its expected life, which varies between 3 and 10 years.

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:

Leasehold improvements

Over the period of the lease

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.