Professional Fee Protection Limited - Limited company accounts 16.1

LEGAL AND PROFESSIONAL PROTECTION

LIMITED

PREVIOUSLY KNOWN AS

BIDEAWHILE 2015 LIMITED

Report of the Directors and

Financial Statements

For The Period 1 May 2014 to 30 October 2015

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Balance Sheet

7

Notes to the Financial Statements

8

DIRECTORS:

F J Pons

Ms A J Rose

REGISTERED OFFICE:

1 Lords Court

Cricketers Way

Basildon

Essex

SS13 1SS

REGISTERED NUMBER:

01971993 (England and Wales)

AUDITORS:

Wilkins Kennedy LLP

Chartered Accountants

& Registered Auditors

1 - 5 Nelson Street

Southend on Sea

Essex

SS1 1EG

The directors present their report with the financial statements of the company for the period 1 May 2014 to 30 October 2015.

CHANGE OF NAME

The company passed a special resolution on 22 October 2015 changing its name from Professional Fee Protection Limited to Bideawhile 2015 Limited. It passed a further special resolution on 1 June 2016 changing its name to Legal and Professional Protection Limited.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of specialised insurance services. The company is

authorised and regulated by the Financial Conduct Authority.

EVENTS SINCE THE END OF THE PERIOD

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

DIRECTORS

F J Pons has held office during the whole of the period from 1 May 2014 to the date of this report.

Other changes in directors holding office are as follows:

Ms A J Rose was appointed as a director after 30 October 2015 but prior to the date of this report.

J Howell and K J Igoe ceased to be directors after 30 October 2015 but prior to the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing 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 or she ought to have

taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the

company's auditors are aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small

companies.

ON BEHALF OF THE BOARD:

F J Pons - Director

30 July 2016

We have audited the financial statements of Legal and Professional Protection Limited for the period ended

30 October 2015 on pages six to fifteen. The financial reporting framework that has been applied in their preparation is

applicable law and the Financial Reporting Standard for Smaller Entities (effective April 2008) (United Kingdom Generally

Accepted Accounting Practice applicable to Smaller Entities).

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.

Respective responsibilities of directors and auditors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial statements sufficient to give

reasonable assurance that the financial statements are free from material misstatement, whether caused by fraud or error.

This includes an assessment of: whether the accounting policies are appropriate to the company's circumstances and have

been consistently applied and adequately disclosed; the reasonableness of significant accounting estimates made by the

directors; and the overall presentation of the financial statements. In addition, we read all the financial and non-financial

information in the Report of the Directors to identify material inconsistencies with the audited financial statements and to

identify any information that is apparently materially incorrect based on, or materially inconsistent with, the knowledge

acquired by us in the course of performing the audit. If we become aware of any apparent material misstatements or

inconsistencies we consider the implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 October 2015 and of its profit for the period then ended;

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

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

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Report of the Directors for the financial year for which the financial statements

are prepared is consistent with the financial statements.

Matters on which we are required to report by exception

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; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Daniel Garside (Senior Statutory Auditor)

for and on behalf of Wilkins Kennedy LLP

Chartered Accountants

& Registered Auditors

1 - 5 Nelson Street

Southend on Sea

Essex

SS1 1EG

30 July 2016

TURNOVER

11,227,302

6,250,161

Cost of sales

6,037,317

3,408,971

GROSS PROFIT

5,189,985

2,841,190

Administrative expenses

3,096,196

2,615,177

2,093,789

226,013

Other operating income

181

190

OPERATING PROFIT

2

2,093,970

226,203

Interest receivable and similar income

34,296

53,402

2,128,266

279,605

Interest payable and similar charges

40,080

12,718

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

2,088,186

266,887

Tax on profit on ordinary activities

3

426,480

69,054

PROFIT FOR THE FINANCIAL PERIOD

1,661,706

197,833

FIXED ASSETS

Intangible assets

5

-

-

Tangible assets

6

-

229,644

Investments

7

-

-

-

229,644

CURRENT ASSETS

Debtors

8

80,006

3,310,922

Cash at bank and in hand

758,230

194,210

838,236

3,505,132

CREDITORS

Amounts falling due within one year

9

448,950

2,140,712

NET CURRENT ASSETS

389,286

1,364,420

TOTAL ASSETS LESS CURRENT LIABILITIES

389,286

1,594,064

CREDITORS

Amounts falling due after more than one year

10

-

(35,906

)

PROVISIONS FOR LIABILITIES

12

-

(21,300

)

NET ASSETS

389,286

1,536,858

CAPITAL AND RESERVES

Called up share capital

13

315,378

253,500

Share premium

14

73,908

-

Profit and loss account

14

-

1,283,358

SHAREHOLDERS' FUNDS

389,286

1,536,858

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008).

The financial statements were approved by the Board of Directors on 30 July 2016 and were signed on its behalf by:

F J Pons - Director

1.	ACCOUNTING POLICIES

Basis of preparing the financial statements

In the opinion of the directors, it remains appropriate to continue to adopt the going concern basis of accounting.

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance with the

Financial Reporting Standard for Smaller Entities (effective April 2008).

Preparation of consolidated financial statements

The financial statements contain information about Legal and Professional Protection Limited as an individual

company and do not contain consolidated financial information as the parent of a group. The company has taken the

option under Section 398 of the Companies Act 2006 not to prepare consolidated financial statements.

Exemption from preparing a cash flow statement

Exemption has been taken from preparing a cash flow statement on the grounds that the company qualifies as a

small company.

Turnover

In the majority of business undertaken by the company, the accountancy practice is the insured party (i.e. it is both

the policy holder and insured party). Clients have no direct rights against the insurer but can require the accountancy

practice, if necessary, to make a claim against the contract for their benefit. In this situation, the accountancy

practice is not undertaking a regulated activity as it is not recommending, selling or arranging an insurance contract

on a client's behalf.

In such cases, the company recognises the value, excluding Insurance Premium Tax and completion costs, of the

contract on the date the accountancy practice enters into that contract. The contracts vary in length from one to three

years. The date on which the contracts are recognised are normally well in advance of the date from which insurance

cover is to run from; three months would appear to be a fair average.

Most accountants require a three month time scale to prepare and finalise their marketing process and then market

their service and details of the provider to their clients to ensure all their clients are in a position to take out the

service well in advance of the practice normal annual insurance renewal date.

Due to the period of time which can be taken to agree these long term contracts with accountancy practices, the

company recognises work in progress at the year end date in respect of new contracts which are entered into during

the two months following the year end, net of fixed costs.

In all other cases, turnover represents net invoiced sales of policies, excluding Insurance Premium Tax.

Estimates

The preparation of financial statements in conformity with UK GAAP requires management to make judgements,

estimates and assumptions that affect the application of policies and reported amounts of assets and liabilities,

income and expenses. The estimates and associated assumptions are based on historical experience and various

other factors that are believed to be reasonable under the circumstances, the results of which form the basis of

making judgements about carrying values of assets and liabilities that are not readily apparent from other sources.

Actual results may differ from these estimate.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are

recognised in the year in which the estimate is revised if the revision affects only that year, or in the year of the

revision and past and future years if the revision affects current, past and future years.

Tangible fixed assets

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

Fixtures and fittings

-

15% on reducing balance

Motor vehicles

-

25% on reducing balance

Computer equipment

-

25% on reducing balance

Deferred tax

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

sheet date.

Hire purchase and leasing commitments

Assets obtained under hire purchase contracts or finance leases are capitalised in the balance sheet. Those held

under hire purchase contracts are depreciated over their estimated useful lives. Those held under finance leases are

depreciated over their estimated useful lives or the lease term, whichever is the shorter.

The interest element of these obligations is charged to the profit and loss account over the relevant period. The

capital element of the future payments is treated as a liability.

Rentals paid under operating leases are charged to the profit and loss account 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 the profit and loss account in the period to which they relate.

Employee benefit trusts (ebts)

The company has established trusts for the benefit of employees and certain dependants. Monies held in these trusts

are held by independent trustees and managed at their discretion.

Where the company retains future economic benefit from, and has de facto control of the assets and liabilities of the

trust, they are accounted for as assets and liabilities of the company until the earlier date that an allocation of trust

funds to employees in respect of past services is declared and the date that assets of the trust vest in identified

individuals.

Where monies held in a trust are determined by the company on the basis of employees' past services to the business

and the company can obtain no future economic benefit from those monies, whether in the trust or accrued for by the

company are charged to the profit and loss account in the period to which they relate.

Sales force

The significant growth in the sales team and associated costs over the last four years has given rise to large gains in

both turnover and profitability. There can be no doubt that there is a significant lead time between the start of

negotiations by the sales team and the realisation of turnover and profits from that investment particularly when the

average time taken to convert accountancy practices is around 18 months.

In an attempt to match sales costs with resultant sales, revenue costs of £Nil (2014: £114,399) were carried forward.

2.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1/5/14

to

Year Ended

30/10/15

30/4/14

£

£

Depreciation - owned assets

70,768

39,320

Depreciation - assets on hire purchase contracts

31,155

18,443

Loss on disposal of fixed assets

432

-

Auditors' remuneration

17,000

17,000

Foreign exchange differences

-

29

Pension costs

38,881

23,411

Directors' remuneration and other benefits etc

331,750

923,277

3.

TAXATION

Analysis of the tax charge

The tax charge on the profit on ordinary activities for the period was as follows:

Period

1/5/14

to

Year Ended

30/10/15

30/4/14

£

£

Current tax:

UK corporation tax

430,728

69,013

Prior period

UK corporation tax

-

4,898

Total current tax

430,728

73,911

Deferred tax

(4,248

)

(4,857

)

Tax on profit on ordinary activities

426,480

69,054

4.

DIVIDENDS

Period

1/5/14

to

Year Ended

30/10/15

30/4/14

£

£

Ordinary shares of £1 each

Interim

2,945,064

-

5.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 May 2014

28,634

Disposals

(28,634

)

At 30 October 2015

-

AMORTISATION

At 1 May 2014

28,634

Eliminated on disposal

(28,634

)

At 30 October 2015

-

NET BOOK VALUE

At 30 October 2015

-

At 30 April 2014

-

6.	TANGIBLE FIXED ASSETS

Fixtures

and

Motor

Computer

fittings

vehicles

equipment

Totals

£

£

£

£

COST

At 1 May 2014

389,897

84,526

271,828

746,251

Additions

15,435

90,748

17,596

123,779

Disposals

(405,332

)

(175,274

)

(289,424

)

(870,030

)

At 30 October 2015

-

-

-

-

DEPRECIATION

At 1 May 2014

270,146

49,038

197,423

516,607

Charge for period

28,795

40,157

32,971

101,923

Eliminated on disposal

(298,941

)

(89,195

)

(230,394

)

(618,530

)

At 30 October 2015

-

-

-

-

NET BOOK VALUE

At 30 October 2015

-

-

-

-

At 30 April 2014

119,751

35,488

74,405

229,644

Fixed assets, included in the above, which are held under hire purchase contracts are as follows:

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 May 2014

25,280

48,490

73,770

Additions

69,298

-

69,298

Disposals

(94,578

)

(48,490

)

(143,068

)

At 30 October 2015

-

-

-

DEPRECIATION

At 1 May 2014

6,320

12,123

18,443

Charge for period

22,064

9,091

31,155

Eliminated on disposal

(28,384

)

(21,214

)

(49,598

)

At 30 October 2015

-

-

-

NET BOOK VALUE

At 30 October 2015

-

-

-

At 30 April 2014

18,960

36,367

55,327

7.	FIXED ASSET INVESTMENTS

The company's investments at the Balance Sheet date in the share capital of companies include the following:

Professional Financing Limited

Nature of business: Dormant

%

Class of shares:

holding

Ordinary

100.00

8.

DEBTORS

2015

2014

£

£

Amounts falling due within one year:

Trade debtors

-

2,484,260

Other debtors

80,006

347,043

80,006

2,831,303

Amounts falling due after more than one year:

Trade debtors

-

479,619

Aggregate amounts

80,006

3,310,922

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2015

2014

£

£

Bank loans and overdrafts

-

139,754

Hire purchase contracts

-

22,799

Trade creditors

-

640,898

Taxation and social security

429,559

260,332

Other creditors

19,391

1,076,929

448,950

2,140,712

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2015

2014

£

£

Hire purchase contracts

-

35,906

11.	SECURED DEBTS

The following secured debts are included within creditors:

2015

2014

£

£

Bank overdrafts

-

139,754

The bank overdraft facility is secured by a fixed and floating charge held by bankers.

12.	PROVISIONS FOR LIABILITIES

2015

2014

£

£

Deferred tax

-

21,300

Deferred

tax

£

Balance at 1 May 2014

21,300

Movement in the year

(21,300

)

Balance at 30 October 2015

-

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2015

2014

value:

£

£

250,000

Ordinary

£1

250,000

250,000

54,878

A Ordinary

£1

54,878

-

304,878

250,000

Allotted and issued:

Number:

Class:

Nominal

2015

2014

value:

£

£

1,050,000

Share capital E shares

£1

10,500

3,500

48,780 A Ordinary shares of £1 each were allotted as fully paid at par during the period.

6,098 A Ordinary shares of £1 each were allotted as fully paid at a premium of £12.12 per share during the period.

During the year the Company entered into an agreement with a director in connection with the issue of 700,000 £1

Class E shares by the Company. The director agreed immediately to subscribe for the shares with initial called up

amount of 1p per share in consideration for a payment to the director of £700,000 (settled by credit to his account

with the Company during the year ended 2014).

14.

RESERVES

Profit

and loss

Share

account

premium

Totals

£

£

£

At 1 May 2014

1,283,358

-

1,283,358

Profit for the period

1,661,706

1,661,706

Dividends

(2,945,064

)

(2,945,064

)

Cash share issue

-

73,908

73,908

At 30 October 2015

-

73,908

73,908

15.	DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

At the period end the company owed F.J. Pons, the director £Nil (2014: £1,010,330) through the director's loan

account. Total credits to the account during the period were £1,834,378, with £2,844,708 being repaid to Mr Pons

during the period.

During the period the company leased its offices on a commercial basis from one of its Directors, Mr. F.J. Pons. The

rent was £77,500 plus VAT (2014: £55,000 plus VAT).