Company Registration No. 04515272 (England and Wales)
FRESH INSURANCE SERVICES GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
LB GROUP
Swift House
Ground Floor
18 Hoffmanns Way
Chelmsford
Essex
UK
CM1 1GU
FRESH INSURANCE SERVICES GROUP LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 10
FRESH INSURANCE SERVICES GROUP LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2022
31 December 2022
- 1 -
2022
2021
Notes
£
£
£
£
Fixed assets
Intangible assets
5
1,485
4,114
Tangible assets
6
63,178
149,124
64,663
153,238
Current assets
Debtors
8
963,039
1,945,897
Cash at bank and in hand
196,282
802,576
1,159,321
2,748,473
Creditors: amounts falling due within one year
10
(1,427,873)
(2,340,026)
Net current (liabilities)/assets
(268,552)
408,447
Total assets less current liabilities
(203,889)
561,685
Provisions for liabilities
11
(200,324)
(232,300)
Net (liabilities)/assets
(404,213)
329,385
Capital and reserves
Called up share capital
84,142
84,142
Share premium account
827,220
827,220
Profit and loss reserves
(1,315,575)
(581,977)
Total equity
(404,213)
329,385
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 19 October 2023 and are signed on its behalf by:
J Boast
Director
Company Registration No. 04515272
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Fresh Insurance Services Group Limited is a private company limited by shares incorporated in England and Wales. The registered office is Part Level 15, 30 St. Marys Axe, London, EC3A 8EP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The principal accounting policies adopted are set out below.
The company is a wholly-owned subsidiary of Riser Holdings LP, a company registered in Delaware, USA, and is included in the consolidated financial statements of this company, which are publicly available. Consequently, the company has taken advantage of the exemption from preparing consolidated financial statements under the terms of section 401 of the Companies Act 2006. The accounts for Riser Holdings LP are available at; 520 Madison Avenue, New York, NY 10019.
As a wholly-owned subsidiary of Riser Holdings LP, and a qualifying entity, the Company has taken advantage of the exemption offered by FRS 102 "Related Party Disclosures" not to disclose transactions with wholly owned subsidiary undertakings.
1.2
Going concern
These financial statements have been prepared on an alternative basis due to the fact that post year end material business operations have been transferred to a related group company. As a result of this the company will wind down and be removed from the registrar of companies.true
1.3
Turnover
Turnover comprises commission receivable, fees for the arrangement of insurances, and other ancillary income derived from the business of insurance broking.
The Company recognises revenue when: the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the companies activities.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Software
3 years straight line
Tangible fixed assets were transferred at their carrying value as apart of the operational restructure post year end referred to in note 1.2.
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Office equipment
33% straight line
Furniture and fittings
25% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
1.7
Cash and cash equivalents
Cash and cash equivalents 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.
1.8
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.
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and 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. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 5 -
1.11
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.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
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.
Recoverability of receivables
The company establishes a provision for receivables that are estimated not to be recoverable. When assessing recoverability the directors consider factors such as the ageing of receivables, past experience of recoverability, and the credit profile of individual or groups of customers.
Provisions
PCL liability arises in relation to insurance policies sold to clients who purchase the policy through financing arrangements through Premium Credit Limited ("PCL"). In the event that clients default on their repayments to Premium Credit the company is obligated to repay Premium Credit any monies paid to the Company in relation to outstanding instalments and the liability represents future amounts to be refunded based on previous history of default. The Company would be entitled to recover such amounts from the client and therefore a corresponding asset matching the liability has been raised and included within other debtors. In so far as any amounts are deemed unlikely to be recovered they are included in the bad debt provision. As at the period end any potential repayment to PCL would take place within 12 months.
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 6 -
3
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
13,500
32,500
For other services
All other non-audit services
3,750
3,500
4
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2022
2021
Number
Number
Total
22
71
5
Intangible fixed assets
Other
£
Cost
At 1 January 2022
689,770
Additions
1,440
Disposals
(677,771)
At 31 December 2022
13,439
Amortisation and impairment
At 1 January 2022
685,656
Amortisation charged for the year
5,696
Disposals
(679,398)
At 31 December 2022
11,954
Carrying amount
At 31 December 2022
1,485
At 31 December 2021
4,114
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 7 -
6
Tangible fixed assets
Plant and machinery etc
£
Cost
At 1 January 2022
711,919
Additions
46,638
Disposals
(644,162)
At 31 December 2022
114,395
Depreciation and impairment
At 1 January 2022
562,795
Depreciation charged in the year
70,661
Eliminated in respect of disposals
(582,239)
At 31 December 2022
51,217
Carrying amount
At 31 December 2022
63,178
At 31 December 2021
149,124
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 8 -
7
Subsidiaries
Details of the company's subsidiaries at 31 December 2022 are as follows:
Name of undertaking
Address
Class of
% Held
shares held
Direct
Autosaint Limited
United Kingdom
Ordinary
100.00
Ladybird Insurance Brokers Limited
United Kingdom
Ordinary
100.00
Registered office addresses (all UK unless otherwise indicated):
1
Ladybird Suite, Burnt Meadow Road, North Moons Moat Industrial Estate, Redditch, Worcestershire B98 9PA
The principal activity of Ladybird Insurance Brokers Limited is insurance broking, though dormant during the period and prior periods.
The principal activity of Autosaint Limited is insurance broking, though dormant throughout the period and prior periods. Its financial period end is 31 May.
8
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
40,359
161,345
Amounts owed by group undertakings
802,186
1,094,669
Other debtors
120,494
689,883
963,039
1,945,897
9
Cash at bank and in hand
In accordance with the regulations of the Financial Conduct Authority, all insurance funds are held in non-statutory accounts. At 31 December 2022, the funds held in such accounts totalled £183,687 (2021: £720,523).
10
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
403,391
461,099
Amounts owed to group undertakings
615,199
565,757
Corporation tax
157,415
Other taxation and social security
78,400
Other creditors
251,868
1,234,770
1,427,873
2,340,026
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 9 -
11
Provisions for liabilities
2022
2021
£
£
PCL liability
62,669
94,645
Dilapidation provision
137,655
137,655
200,324
232,300
12
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Emphasis of matter - Financial statements prepared on a basis other than going concern
We draw your attention to note 1.2 in the accounting policies section of the financial statements which explains that material operations within the company have transferred to related group companies post year end. The company will be in the process of winding down operations post year end with the intention of being removed from the registrar of companies. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2. Our opinion is unmodified in this respect.
Senior Statutory Auditor:
Michael Warman
Statutory Auditor:
LB Group Limited (Chelmsford)
13
Financial commitments, guarantees and contingent liabilities
Following the year end the company made a voluntary disclosure to HMRC in respect of the application of the Hybrids and Other Mismatches legislation. The disclosure has led to a payment on account by the immediate parent against historical tax liabilities already recorded in these financial statements. With the matter ongoing there is the potential for further liabilities to arise which are not recorded in these financial statements. As at the date of sign off of these financial statements further liabilities are contingent upon HMRC’s assessment of the disclosures made.
14
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2022
2021
£
£
7,604
53,228
The amount of non-cancellable operating lease payments recognised as an expense during the period was £54,753 (2021 - £193,555 ).
FRESH INSURANCE SERVICES GROUP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2022
- 10 -
15
Events after the reporting date
In April 2023, material operations were transferred to a related group company.
16
Parent company
At the reporting date control of the company is held by Kingfisher UK Holdings Limited, a company registered in England & Wales.
At the reporting date the Company's ultimate parent undertaking is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership).
The financial statements of the company are consolidated in the financial statements of Riser Holdings L.P. These consolidated accounts are available from its register office.
At the reporting date the largest group of undertakings for which group financial statements are drawn up is Carlyle Partners VIII Holdings III, L.P. (Delaware Partnership), and the smallest is Riser Holdings L.P.
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