Company Registration No. 05398914 (England and Wales)
Devonshire Group Services Limited
Annual Report and Financial Statements
For the year ended 30 April 2023
Devonshire Group Services Limited
Company Information
Directors
M.B.Penfold
D.T.Martine
Secretary
I. Rixon
Company number
05398914
Registered office
9 Appold Street
London
EC2A 2AP
Auditor
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Devonshire Group Services Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Income statement
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 14
Devonshire Group Services Limited
Directors' Report
For the year ended 30 April 2023
Page 1
The directors present their annual report and financial statements for the year ended 30 April 2023.
Principal activities
The principal activity of the company continued to be that of a holding company.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M.B.Penfold
D.T.Martine
Results and Dividends
The results for the year are set out on page 7.
Ordinary dividends were paid amounting to £110,000. The directors do not recommend payment of a further dividend.
Qualifying third party indemnity provisions
The parent, Moore Kingston Smith LLP, has entered into qualifying third party indemnity arrangements for the benefit of the company's directors during the year. These provisions remain in force at the reporting date.
Auditor
The auditor, Price Bailey LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
Each of the Directors in office at the date of approval of this annual report confirms that:
s each Director is aware, there is no relevant audit information of which the company’s auditor is unaware, and
tDirector has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
M.B.Penfold
Director
11 September 2023
Devonshire Group Services Limited
Directors' Responsibilities Statement
For the year ended 30 April 2023
Page 2
The directors are responsible for preparing the annual 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 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;
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 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.
Devonshire Group Services Limited
Independent Auditor's Report
to the Members of Devonshire Group Services Limited
Page 3
Opinion
We have audited the financial statements of Devonshire Group Services Limited (the 'company') for the year ended 30 April 2023 which comprise the Income Statement, the Statement Of Financial Position, the Statement of Changes in Equity and 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 FRS 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 April 2023 and of its result 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.
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 Auditor's 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 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
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report, other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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.
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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.
Devonshire Group Services Limited
Independent Auditor's Report (Continued)
to the Members of Devonshire Group Services Limited
Page 4
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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 strategic report and the directors' report.
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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
the directors were not entitled to take advantage of the small companies’ exemptions in preparing the director’s report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, 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.
Devonshire Group Services Limited
Independent Auditor's Report (Continued)
to the Members of Devonshire Group Services Limited
Page 5
Auditor's 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 auditor’s 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.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Devonshire Group Services Limited
Independent Auditor's Report (Continued)
to the Members of Devonshire Group Services Limited
Page 6
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK taxation legislation and rules and regulations as prescribed by the Financial Conduct Authority.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 auditor's 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.
Martin Clapson FCA (Senior Statutory Auditor)
for and on behalf of Price Bailey LLP
11 September 2023
Chartered Accountants
Statutory Auditor
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Devonshire Group Services Limited
Income statement
For the year ended 30 April 2023
Page 7
2023
2022
£
£
Investment income
Dividend received from subsidiary undertakings
110,000
-
Profit for the financial year
110,000
-
The income statement has been prepared on the basis that all operations are continuing operations.
Devonshire Group Services Limited
Statement of financial position
As at 30 April 2023
Page 8
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
4
1,052,633
1,052,545
Current assets
Debtors
5
157,150
157,150
Creditors: amounts falling due within one year
6
(837,612)
(680,374)
Net current liabilities
(680,462)
(680,374)
Net assets
372,171
372,171
Capital and reserves
Called up share capital
7
9,199
9,199
Share premium account
96,834
96,834
Profit and loss reserves
266,138
266,138
Total equity
372,171
372,171
The financial statements were approved by the board of directors and authorised for issue on 11 September 2023 and are signed on its behalf by:
M.B.Penfold
Director
Company Registration No. 05398914
Devonshire Group Services Limited
Statement of Changes in Equity
For the year ended 30 April 2023
Page 9
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 May 2021
9,199
96,834
266,138
372,171
Year ended 30 April 2022:
Profit and total comprehensive income for the year
-
-
-
-
Balance at 30 April 2022
9,199
96,834
266,138
372,171
Year ended 30 April 2023:
Profit and total comprehensive income for the year
-
-
110,000
110,000
Dividends
8
-
-
(110,000)
(110,000)
Balance at 30 April 2023
9,199
96,834
266,138
372,171
Devonshire Group Services Limited
Notes to the Financial Statements
For the year ended 30 April 2023
Page 10
1
Accounting policies
Company information
Devonshire Group Services Limited is a company limited by shares domiciled and incorporated in England and Wales. The registered office is 9 Appold Street, London, EC2A 2AP.
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.
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 pound.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.3
Exemptions for qualifying entities under FRS 102
The company has taken advantage of the following exemptions under the provisions of FRS 102:
(i) The requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d) to prepare a statement of cash flows on the basis that the company is a qualifying entity and the company's ultimate parent, Moore Kingston Smith LLP, includes the company's cash flows in its consolidated financial statements;
(ii) The requirements of Section 11 paragraphs 11.39 to 11.48(a) and Section 12 paragraphs 12.26 to 12.29A, regarding disclosures for financial liabilities and assets, as the equivalent disclosures required by FRS 102 are included in the consolidated financial statements of the group in which the entity is consolidated; and
(iii) From disclosing the company key management personnel compensation, as required by paragraph 33.7.
1.4
Investments in subsidiary companies
Interests in subsidiaries are held at cost less accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
Devonshire Group Services Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 11
1.5
Impairment of fixed asset investments
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
The recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
1.6
The financial statements present information about the company as an individual undertaking and not about its group.
The company has therefore taken advantage of the exemptions provided by section 400 of the Companies Act 2006 not to prepare group accounts.
1.7
Financial instruments
Basic financial instruments are measured at amortised cost. The Company has no other financial instruments or basic financial instruments measured at fair value.
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.
There are no critical accounting estimates or judgements applied by the directors which have a significant impact on the amounts disclosed in the financial statements.
3
Employees and remuneration of key management personnel
There were no employees during the year apart from the directors. The remuneration of key management personnel is £nil (2022 - £nil).
Devonshire Group Services Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2023
Page 12
4
Fixed asset investments
Shares in group undertakings
2023
2022
£
£
Cost
At 1 May 2022
1,072,545
1,072,545
Additions
188
-
Disposals
(20,100)
-
At 30 April 2023
1,052,633
1,072,545
Provision for diminution in value
At 1 May 2022
20,000
20,000
Disposals
(20,000)
-
At 30 April 2023
-
20,000
Net book value
At 30 April 2023
1,052,633
1,052,545
Details of the subsidiaries of the company are as follows:
Percentage
Class of
Company
Principal activity
equity held
share
Moore Kingston Smith HR
Human resource
100%
Ordinary £1
Consultancy Limited
specialist services
Moore Intelligent Finance
Accounting and bookkeeping
100%
Ordinary £1
Limited
services
Appold Ireland Limited
Dormant
100%
Ordinary €1
Moorementum Limited
Business advisory services
100%
Ordinary £1
Moore ClearComm Limited
Data privacy compliance, monitoring services and cyber security
100%
Ordinary £0.01p
All of the above subsidiaries, with the exception of Appold Ireland Limited, were incorporated in England and Wales and have their registered office at 9 Appold Street, London, EC2A 2AP.
Appold Ireland Limited was incorporated in Ireland and has a registered office of 3 Burlington Road, Dublin 4, Ireland, D04 RD68.
Devonshire Group Services Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2023
(Continued)
Page 13
During the year the following investment movements have taken place:
- Moore Intelligent Finance Limited was acquired on 19 April 2023 for a consideration of £nil.
- Appold Ireland Limited was incorporated on 16 January 2023.
- Moorementum Limited was incorporated on 10 April 2023.
- Moore Kingston Smith Advisers Limited was disposed on 6 May 2022 for a consideration of £nil. The loss on this disposal has been borne by the ultimate parent.
- Devonshire Publishing Limited was dissolved on 25 April 2023.
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Prepayments and accrued income
157,150
6
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts due to group undertakings
837,612
580,374
Other creditors
-
100,000
837,612
680,374
7
Share capital
2023
2022
£
£
Ordinary share capital
Allotted and fully paid
9,199 Ordinary shares of £1 each
9,199
9,199
8
Dividends
2023
2022
£
£
Interim paid
110,000
Devonshire Group Services Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2023
Page 14
9
Ultimate parent undertaking and related party transactions
As at 30 April 2023 in the directors' opinion, the company's ultimate parent undertaking and controlling party was Moore Kingston Smith LLP.
At 30 April 2023 the company was a wholly owned subsidiary of Moore Kingston Smith LLP and is included in their consolidated financial statements which are publicly available from the LLP's registered office. Consequently, the company is exempt under the terms of FRS 102 from disclosing related party transactions with entities that are part of the Moore Kingston Smith LLP group.
Subsequent to the year end, following investment from Waterland BV, Manneken UK Holdco Limited, became the ultimate parent undertaking and controlling party on 30 June 2023.
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