Company Registration No. 07092964 (England and Wales)
CS Risk Management & Compliance Ltd
Annual Report and Financial Statements
For the year ended 30 April 2023
CS Risk Management & Compliance Ltd
Company Information
Directors
M. Cloete
J. Sutcliffe
Company number
07092964
Registered office
9 Appold Street
London
EC2A 2AP
Auditor
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
CS Risk Management & Compliance Ltd
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 - 16
CS Risk Management & Compliance Ltd
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 cyber security specialist consultancy. During the year the ongoing principal activity of the business was transferred to Moore Clearcomm Limited, the immediate parent undertaking.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

M. Cloete
B.J. Davis
(Resigned 2 May 2023)
J. Sutcliffe
Results and dividends

Ordinary dividends were paid amounting to £65,000 (2022: £nil). The directors do not recommend payment of a final dividend.

Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its 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:

 

On behalf of the board
J. Sutcliffe
Director
11 September 2023
CS Risk Management & Compliance Ltd
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:

 

 

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.

CS Risk Management & Compliance Ltd
Independent Auditor's Report
to the Members of CS Risk Management & Compliance Ltd
Page 3
Opinion

We have audited the financial statements of CS Risk Management & Compliance Ltd (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:

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 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.

Other information

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.

CS Risk Management & Compliance Ltd
Independent Auditor's Report (Continued)
to the Members of CS Risk Management & Compliance Ltd
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:

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 where the Companies Act 2006 requires us to report to you if, in our opinion:

 

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.

CS Risk Management & Compliance Ltd
Independent Auditor's Report (Continued)
to the Members of CS Risk Management & Compliance Ltd
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:

 

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.

CS Risk Management & Compliance Ltd
Independent Auditor's Report (Continued)
to the Members of CS Risk Management & Compliance Ltd
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:

 

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
CS Risk Management & Compliance Ltd
Income statement
For the year ended 30 April 2023
Page 7
2023
2022
Notes
£
£
Turnover
3
79,378
436,259
Cost of sales
-
0
(193,798)
Gross profit
79,378
242,461
Administrative expenses
(101,450)
(169,959)
Operating (loss)/profit
4
(22,072)
72,502
Interest receivable and similar income
7
20
3
(Loss)/profit before taxation
(22,052)
72,505
Tax
8
(48)
(13,876)
(Loss)/profit for the financial year
(22,100)
58,629

The Income Statement has been prepared on the basis that all operations are continuing operations. On 1 May 2022 the majority of the assets and trade were transferred to the parent company, Moore Clearcomm Limited.

 

CS Risk Management & Compliance Ltd
Statement Of Financial Position
As at 30 April 2023
Page 8
2023
2022
Notes
£
£
£
£
Current assets
Debtors
11
30,561
144,960
Cash at bank and in hand
10,364
87,669
40,925
232,629
Creditors: amounts falling due within one year
12
(2,600)
(107,252)
Net current assets
38,325
125,377
Provisions for liabilities
13
-
0
48
Net assets
38,325
125,425
Capital and reserves
Called up share capital
14
100
100
Profit and loss reserves
38,225
125,325
Total equity
38,325
125,425
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:
J. Sutcliffe
Director
Company Registration No. 07092964
CS Risk Management & Compliance Ltd
Statement Of Changes in Equity
For the year ended 30 April 2023
Page 9
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 May 2021
100
66,696
66,796
Year ended 30 April 2022:
Profit and total comprehensive income for the year
-
58,629
58,629
Balance at 30 April 2022
100
125,325
125,425
Year ended 30 April 2023:
Loss and total comprehensive income for the year
-
(22,100)
(22,100)
Dividends
9
-
(65,000)
(65,000)
Balance at 30 April 2023
100
38,225
38,325
CS Risk Management & Compliance Ltd
Notes to the financial statements
For the year ended 30 April 2023
Page 10
1
Accounting policies
Company information

CS Risk Management & Compliance Ltd is a private company limited by shares 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 under the historical cost convention. The principal accounting policies adopted are set out below.

1.2
Exemptions for qualifying entities under FRS102

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.

1.3
Going concern and events after the reporting date

On 1 May 2022, the company transferred the majority of its trade, assets and liabilities to its parent company, Moore Clearcomm Limited. The company retains a limited number of contracts and will continue to trade for the foreseeable future . Therefore the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT.

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:

Fixtures and fittings
25% straight line
Computers
33.33% 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 Income Statement.

CS Risk Management & Compliance Ltd
Notes to the financial statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 11
1.6
Cash at bank and in hand

Cash at bank and in hand 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.

1.7
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.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

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 income statement 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 income statement, 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
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense.

 

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.

CS Risk Management & Compliance Ltd
Notes to the financial statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 12
1.11
Retirement benefits

The company makes payments to defined contribution schemes in the form of personal pension plans of its employees. The funds of the schemes are independently administered by trustees and are held separately from the company.

1.12
Leases

Rentals payable under operating leases, are charged to the income statement on straight line basis over the term of the relevant lease.

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
Turnover
Turnover arises from:
2023
2022
£
£
Cyber Security
79,378
436,259
The turnover and profit before tax are attributable to the one principal activity of the company, all of which arose in the United Kingdom.
4
Operating (loss)/profit
2023
2022
Operating (loss)/profit for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
2,600
2,400
Depreciation of tangible fixed assets
-
478
Directors' emoluments
-
98,449
Operating lease charges
-
9,000
CS Risk Management & Compliance Ltd
Notes to the financial statements (Continued)
For the year ended 30 April 2023
Page 13
5
Employees

The average monthly number of persons (including directors) employed by the company during the year was nil (2022 - 6) :

2023
2022
Number
Number
Directors
-
2
Professional staff
-
4
-
6
Employment costs
2023
2022
£
£
Wages and salaries
-
0
239,424
Social security costs
-
28,856
Pension costs
-
0
5,970
-
0
274,250
6
Pension

During the year the company made pension payments of £nil to personal pension plans (2022: £5,970)

Pension payments outstanding at the year ended amounted to £nil (2022: £510).

7
Interest receivable and similar income
2023
2022
£
£
Other interest income
20
3
8
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
-
0
13,965
Deferred tax
Origination and reversal of timing differences
48
(89)
Total tax charge
48
13,876
CS Risk Management & Compliance Ltd
Notes to the financial statements (Continued)
For the year ended 30 April 2023
8
Taxation
(Continued)
Page 14

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
(Loss)/profit before taxation
(22,052)
72,505
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(4,190)
13,776
Tax effect of expenses that are not deductible in determining taxable profit
(98)
139
Change in unrecognised deferred tax assets
48
(89)
Group relief
4,288
-
0
Under/(over) provided in prior years
-
0
50
Taxation charge for the year
48
13,876
9
Dividends
2023
2022
£
£
Final paid
65,000
-
0
10
Tangible fixed assets
Fixtures and fittings
Computers
Total
£
£
£
Cost
At 1 May 2022
738
2,603
3,341
Disposals
(738)
(2,603)
(3,341)
At 30 April 2023
-
0
-
0
-
0
Depreciation and impairment
At 1 May 2022
738
2,603
3,341
Eliminated in respect of disposals
(738)
(2,603)
(3,341)
At 30 April 2023
-
0
-
0
-
0
Carrying amount
At 30 April 2023
-
0
-
0
-
0
At 30 April 2022
-
0
-
0
-
0
CS Risk Management & Compliance Ltd
Notes to the financial statements (Continued)
For the year ended 30 April 2023
Page 15
11
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
19,632
137,898
Amounts due from group undertakings
100
1,295
Other debtors
10,829
-
0
Prepayments and accrued income
-
0
5,767
30,561
144,960
12
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
-
0
5,827
Amounts due to ultimate parent undertaking
-
5,517
Amounts due to group undertakings
-
39,745
Corporation tax
-
0
13,915
Other taxation and social security
-
0
17,210
Other creditors
-
0
550
Accruals and deferred income
2,600
24,488
2,600
107,252
13
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2023
2022
Balances:
£
£
Accelerated capital allowances
-
(48)
2023
Movements in the year:
£
Liability/(Asset) at 1 May 2022
(48)
Charge to profit or loss
48
Liability at 30 April 2023
-

 

CS Risk Management & Compliance Ltd
Notes to the financial statements (Continued)
For the year ended 30 April 2023
Page 16
14
Share capital
2023
2022
£
£
Ordinary share capital
Issued and fully paid
100 ordinary shares of £1 each
100
100
100
100
15
Controlling party and related party transactions

The company is a wholly owned subsidiary of Devonshire Group Services Limited.

 

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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