ACCOUNTS - Final Accounts

Operating profit

The operating profit is stated after charging:

CODAN (UK) LIMITED - Company Information

Registered number: 01915340

CODAN (UK) LIMITED

DIRECTORS' REPORT AND FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

CODAN (UK) LIMITED

COMPANY INFORMATION

Directors	D Mcgurk
	M Barton


Company secretary	D E Widera


Registered number	01915340


Registered office	Wey Court West
	Union Road
	Farnham
	Surrey
	GU9 7PT


Independent Auditors	Wise & Co
	Chartered Accountants & Statutory Auditors
	Wey Court West
	Union Road
	Farnham
	Surrey
	GU9 7PT

CODAN (UK) LIMITED

CONTENTS

	Page
Directors' report	1 - 2
Independent auditors' report	3 - 5
Statement of income and retained earnings	6
Statement of financial position	7
Notes to the financial statements	8 - 14

CODAN (UK) LIMITED

DIRECTORS' REPORT

For the Year Ended 30 June 2020

The directors present their report and the financial statements for the year ended 30 June 2020.

Directors' responsibilities statement

The directors are responsible for preparing the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

In preparing these financial statements, the directors are required to:

∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙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 to 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.

Directors

The directors who served during the year were:

D Mcgurk

M Barton

Page 1

CODAN (UK) LIMITED

DIRECTORS' REPORT (CONTINUED)

For the Year Ended 30 June 2020

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

This report was approved by the board and signed on its behalf.

M Barton

Director

Date: 22 March 2021

Page 2

CODAN (UK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODAN (UK) LIMITED

Opinion

We have audited the financial statements of Codan (UK) Limited (the 'Company') for the year ended 30 June 2020, which comprise the Statement of income and retained earnings, the Statement of financial position and the related notes, 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 30 June 2020 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 United Kingdom, including the Financial Reporting Council'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.

Page 3

CODAN (UK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODAN (UK) LIMITED (CONTINUED)

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' report 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 Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Directors' report has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

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

∙the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 1, 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 is 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.

Page 4

CODAN (UK) LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CODAN (UK) LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of 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 Auditors' report.

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 an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.

Stephen Morgan FCA (Senior statutory auditor)

for and on behalf of

Wise & Co

Chartered Accountants & Statutory Auditors

Wey Court West

Union Road

Farnham

Surrey

GU9 7PT

7 April 2021

Page 5

CODAN (UK) LIMITED

STATEMENT OF INCOME AND RETAINED EARNINGS

For the Year Ended 30 June 2020

	2020	2019
Note	£	£


Turnover		332,508	555,295
Gross profit		332,508	555,295
Administrative expenses		(309,309)	(516,558)
Operating profit		23,199	38,737
Interest receivable and similar income		105	2
Interest payable and expenses		(5)	-
Profit before tax		23,299	38,739
Tax on profit	8	(4,386)	(7,003)
Profit after tax		18,913	31,736



Retained earnings at the beginning of the year	219,560	187,824
Profit for the year	18,913	31,736
Retained earnings at the end of the year	238,473	219,560

There were no recognised gains and losses for 2020 or 2019 other than those included in the statement of income and retained earnings.

The notes on pages 8 to 14 form part of these financial statements.

Page 6

CODAN (UK) LIMITED

Registered number: 01915340

STATEMENT OF FINANCIAL POSITION

As at 30 June 2020

		2020		2019
Note		£		£


Current assets
Debtors: amounts falling due within one year	9	320,671		302,193
Cash at bank and in hand		40,190		26,782
		360,861		328,975
Creditors: amounts falling due within one year	10	(72,388)		(59,415)
Net current assets			288,473		269,560
Total assets less current liabilities			288,473		269,560

Net assets			288,473		269,560

Capital and reserves
Called up share capital	50,000	50,000
Profit and loss account	238,473	219,560
	288,473	269,560

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

M Barton

Director

Date: 22 March 2021

The notes on pages 8 to 14 form part of these financial statements.

Page 7

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

1.	General information

The Company, which was incorporated and registered in England and Wales (registered number 01915340), is a privately owned company limited by shares. The registered office address is Wey Court West, Union Road, Farnham, Surrey, GU9 7PT.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

2.2

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must be met before revenue is recognised:
Rendering of services
Revenue represents intra-group revenues accruing from the group parent Company for marketing and other services performed during the year.

2.3

Tangible fixed assets

Tangible fixed assets under the cost model 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 the straight-line method.

Depreciation is provided on the following basis:

Computer equipment

33% straight line

The assets' 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.

2.4

Disclosure exemptions adopted

The company, being a subsidiary of Codan Limited, whose consolidated financial statements are publicly available, has taken advantage of the following disclosure exemptions:
(a) the requirement to provide a statement of cash flows.

Page 8

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

2.Accounting policies (continued)

2.5

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.6

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.7

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

2.9

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2.10

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 9

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

2.Accounting policies (continued)

2.11

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the plan are held separately from the Company in independently administered funds.

2.12

Interest income

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

2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of financial position date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 10

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

3.	Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, management is required to make judgements, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimates and underlying assumptions are based upon historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
There are no sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.
Judgements and estimates in the year relate to the recognition of accruals.

Exchange differences

(25)

238

5.	Auditors' remuneration

Fees payable to the Company's auditor for the audit of the Company's annual financial statements totalled £8,210 (2019 - £8,950).

Page 11

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

Wages and salaries	192,282	256,612
Social security costs	19,972	29,277
Cost of defined contribution scheme	6,123	12,580
	218,377	298,469

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

	2020	2019
	No.	No.

Sales and distribution staff	3	3

7.	Interest payable and similar expenses
		2020	2019
		£	£

Bank interest payable

Corporation tax
Current tax on profits for the year	4,357	3,312

Total current tax	4,357	3,312

Deferred tax
Origination and reversal of timing differences	29	3,691
Total deferred tax	29	3,691


	Taxation on profit on ordinary activities	4,386	7,003

Page 12

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

8.Taxation (continued)

Profit on ordinary activities before tax

23,299

38,739

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)	4,427	7,360
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	457	77
Capital allowances for year in excess of depreciation	(368)	(86)
Other differences leading to an increase (decrease) in the tax charge	(130)	(348)
Total tax charge for the year	4,386	7,003

Factors that may affect future tax charges

The company has no further taxable losses to be relieved against future taxable profits.

Page 13

CODAN (UK) LIMITED

NOTES TO THE FINANCIAL STATEMENTS

For the Year Ended 30 June 2020

Debtors

					2020	2019
					£	£


Amounts owed by group undertakings	318,402	281,313
Other debtors	489	19,717
Prepayments and accrued income	1,461	815
Deferred taxation	319	348
	320,671	302,193

10.	Creditors: Amounts falling due within one year
		2020	2019
		£	£

Trade creditors	2,172	3,045
Corporation tax	7,669	-
Other taxation and social security	4,982	8,433
Accruals and deferred income	57,565	47,937
	72,388	59,415

11.	Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £6,123 (2019 - £12,580) . Contributions totalling £Nil (2019 - £Nil) were payable to the fund at the reporting date and are included in creditors

12.	Controlling party

The Company's ultimate parent Company and controlling party is Codan Limited which is incorporated in Australia. Copies of its accounts, which include the company, are available from:
Codan Limited, 2 Second Avenue, Mawson Lakes, 5095, Australia.

13.	Related party transactions
	Marketing fees of £332,508 (2019 : £555,925) were receivable from the parent during the year. At the balance sheet date £318,402 (2019 : £281,313) was owed by the parent.

Page 14