REGISTERED NUMBER: 13379535 (England and Wales) |
Group Strategic Report, Report of the Director and |
Consolidated Financial Statements for the Period 6 May 2021 to 31 May 2022 |
for |
Dentons Global Advisors Holdings Limited |
REGISTERED NUMBER: 13379535 (England and Wales) |
Group Strategic Report, Report of the Director and |
Consolidated Financial Statements for the Period 6 May 2021 to 31 May 2022 |
for |
Dentons Global Advisors Holdings Limited |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Contents of the Consolidated Financial Statements |
for the Period 6 May 2021 to 31 May 2022 |
Page |
Company Information | 1 |
Group Strategic Report | 2 |
Report of the Director | 4 |
Report of the Independent Auditors | 6 |
Consolidated Income Statement | 9 |
Consolidated Other Comprehensive Income | 10 |
Consolidated Balance Sheet | 11 |
Company Balance Sheet | 13 |
Consolidated Statement of Changes in Equity | 14 |
Company Statement of Changes in Equity | 15 |
Consolidated Cash Flow Statement | 16 |
Notes to the Consolidated Financial Statements | 17 |
Dentons Global Advisors Holdings Limited |
Company Information |
for the Period 6 May 2021 to 31 May 2022 |
DIRECTOR: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
8th Floor Becket House |
36 Old Jewry |
London |
EC2R 8DD |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Group Strategic Report |
for the Period 6 May 2021 to 31 May 2022 |
The director presents his strategic report of the company and the group for the period 6 May 2021 to 31 May 2022. |
REVIEW OF BUSINESS |
Dentons Global Advisors Holdings Limited ("the Company") is a wholly owned subsidiary of Dentons Global Advisors, LLC (US). |
The Company was incorporated on 6 May 2021, and acquired Interel Group ("Interel") in July 2021. The addition of Interel expanded the Company's footprint in Europe and further strengthened its public affairs capabilities. The Company along with its acquired subsidiaries are hereafter referred to as "the Group". |
In addition to the acquisition of Interel, the Group added the specialisation of Corporate Communications to its portfolio of services through the recruitment of a number of senior practitioners in the London market. |
The Group recorded a consolidated loss of $3.9M in its first period of trading which ended 31 May 2022. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The strategic and consultancy business is very competitive. The Group aims to have strong relationships with its clients and offers a variety of services and this puts the Group in a strong position to meet the needs of the market and to grow into other markets line with the strategic plan. |
The Group has a diversified client base in terms of sector and geography and does not have substantive revenue tied to a particular client. |
The Director considered the impact of the wars in Ukraine and Israel and concluded that the direct impact was not material due to the Group not having a presence in the area but were aware that some clients may have some exposure. |
The Director also considered the increases in inflation, interest rates and the cost of living. This has impacted the number of corporate transactions coming to the market which is a key focus for our Communications practice. In anticipation of these economic conditions, Management reviewed discretionary expenditure but were reluctant to make large-scale decisions on staffing levels as retaining experienced staff is an important factor in building the business when economic conditions are more favourable. |
The Group has also implemented appropriate controls and risk governance techniques across all of its businesses which are closely monitored by the Board of Directors (the "DGA Board"). The DGA Board is confident that current controls are sufficient to manage risk. The DGA Board's policies on risk are implemented by the Parent entity's finance and legal departments. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Group Strategic Report |
for the Period 6 May 2021 to 31 May 2022 |
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES |
The main source of risk affecting the Group is competition in the market (see "Principal risks and uncertainties" for details). Additionally, the Group's activities expose it to a number of financial risks including credit risk, liquidity risk and currency risk. |
Credit risk |
The Group's principal financial assets are bank balances and cash, trade, and other receivables. The Group's credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of the estimated credit losses. The Group has no significant concentration of credit risk, with exposure spread over a large number of counter parties and clients. |
Liquidity risk |
To maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group has access to an overdraft and other working capital facilities from the Parent entity on which it can draw. |
Currency risk |
The Group is exposed to translation and transaction foreign currency risk. The Group does not use foreign exchange forward contracts to hedge these exposures given the size of the individual contractual activity. |
KEY PERFORMANCE INDICATORS |
The Group employs many key performance indicators at an individual project level and for the firm as a whole. The Director is of the view that performance on all key measures over the financial period was satisfactory. The firm's key measures are: |
- Revenues in the first period delivered $22.3M which was an increase on the Interel team results at acquisition; and |
- Operating loss of $3.9M was also within plan for the first period. |
WORKING CAPITAL |
Cash balances and working capital are monitored closely. During the period: |
- Cash increased to net positive balances of $1.7M. |
- Use of the overdraft facility was modest. |
ON BEHALF OF THE BOARD: |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Report of the Director |
for the Period 6 May 2021 to 31 May 2022 |
The director presents his report with the financial statements of the company and the group for the period 6 May 2021 to 31 May 2022. |
INCORPORATION |
The group was incorporated on 6 May 2021 and commenced trading on the same date. |
DIVIDENDS |
No dividends will be distributed for the period ended 31 May 2022. |
DIRECTOR |
The director, being eligible, offers himself for election at the forthcoming first Annual General Meeting. |
STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the director is 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 director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the company and the group 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 director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Report of the Director |
for the Period 6 May 2021 to 31 May 2022 |
AUDITORS |
The auditors, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
ON BEHALF OF THE BOARD: |
Report of the Independent Auditors to the Members of |
Dentons Global Advisors Holdings Limited |
Disclaimer of opinion |
We have audited the financial statements of Dentons Global Advisors Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 May 2022 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
We do not express an opinion on the accompanying financial statements of the group. Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. |
Basis for disclaimer of opinion |
We have not been able to satisfy ourselves on the validity of the amounts owed by related parties as at the period end which are stated in the accounts of group: $1,504,629 company: $944,781. We were also unable to satisfy ourselves on the validity of the amounts owed to related parties of group: $18,933,728 company: $15,363,635. |
The subsidiaries did not prepare statutory accounts to 31 May 2022 and the management accounts prepared for the period that have been consolidated have not been subject to audit therefore we have been unable to obtain sufficient appropriate evidence in relation to the figures included in this consolidation. |
We have not been able to obtain sufficient appropriate evidence in support of the other loans due within 2-5 years of $4,203,157. |
Conclusions relating to going concern |
In auditing the financial statements, we have not concluded on the directors' use of the going concern basis due to the unknown impact of the items stated in the basis for disclaimer of opinion. |
Other information |
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon. |
Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. |
In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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. |
Report of the Independent Auditors to the Members of |
Dentons Global Advisors Holdings Limited |
Opinions on other matters prescribed by the Companies Act 2006 |
Because of the significance of the matter described in the basis for disclaimer of opinion section of our report, we have been unable to form an opinion, whether based on the work undertaken in the course of the audit: |
- the information given in the Group Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- the Group Strategic Report and the Report of the Director have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Director. |
Notwithstanding our disclaimer of an opinion on the financial statements, in the light of the knowledge and understanding of the company and its environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the group strategic report or the directors’ report. |
Arising from the limitation of our work referred to above: |
- we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and |
- we were unable to determine whether adequate accounting records have been kept. |
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: |
- 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. |
Responsibilities of director |
As explained more fully in the Statement of Director's Responsibilities set out on page four, the director is 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 director determines 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 director is responsible for assessing the group's and the parent 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so. |
Report of the Independent Auditors to the Members of |
Dentons Global Advisors Holdings Limited |
Auditors' responsibilities for the audit of the financial statements |
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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. However, because of the matter described in the basis for disclaimer of opinion section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements. |
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. |
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
Discussions with and enquiries of management and those charged with governance were held with a view to identifying those laws and regulations that could be expected to have a material impact on the financial statements. During the engagement team briefing, the outcomes of these discussions and enquiries were shared with the team, as well as consideration as to where and how fraud may occur in the entity. |
The following laws and regulations were identified as being of significance to the entity: |
- Those laws and regulations considered to have a direct effect on the financial statements include UK financial reporting standards, Company Law, Tax and Pensions legislation, and distributable profits legislation. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
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 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. |
for and on behalf of |
8th Floor Becket House |
36 Old Jewry |
London |
EC2R 8DD |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Consolidated Income Statement |
for the Period 6 May 2021 to 31 May 2022 |
Notes | $ |
TURNOVER | 3 | 22,291,125 |
Cost of sales | 9,255,250 |
GROSS PROFIT | 13,035,875 |
Administrative expenses | 17,211,896 |
(4,176,021 | ) |
Other operating income | 769,107 |
GROUP OPERATING LOSS | 5 | (3,406,914 | ) |
Share of operating profit in |
Joint ventures | 9,373 |
Interest receivable and similar income | 5,478 |
5,478 |
(3,392,063 | ) |
Amounts written off investments |
Joint ventures | (43,762 | ) |
(3,435,825 | ) |
Interest payable and similar expenses | 7 | (106,787 | ) |
LOSS BEFORE TAXATION | (3,542,612 | ) |
Tax on loss | 8 | 311,755 |
LOSS FOR THE FINANCIAL PERIOD | ( |
) |
Loss attributable to: |
Owners of the parent | (3,854,367 | ) |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Consolidated Other Comprehensive Income |
for the Period 6 May 2021 to 31 May 2022 |
Notes | $ |
LOSS FOR THE PERIOD | (3,854,367 | ) |
OTHER COMPREHENSIVE INCOME |
Foreign exchange gain/(loss) | 69,857 |
Income tax relating to other comprehensive income |
- |
OTHER COMPREHENSIVE INCOME FOR THE PERIOD, NET OF INCOME TAX |
69,857 |
TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(3,784,510 |
) |
Total comprehensive income attributable to: |
Owners of the parent | (3,784,510 | ) |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Consolidated Balance Sheet |
31 May 2022 |
Notes | $ | $ |
FIXED ASSETS |
Intangible assets | 10 | 18,524,785 |
Tangible assets | 11 | 1,221,633 |
Investments | 12 |
Interest in joint venture |
Share of gross assets | 49,367 |
Share of gross liabilities | (30,429 | ) |
18,938 |
Other investments | 449,948 |
20,215,304 |
CURRENT ASSETS |
Debtors | 13 | 11,476,054 |
Cash at bank | 1,747,763 |
13,223,817 |
CREDITORS |
Amounts falling due within one year | 14 | 33,020,473 |
NET CURRENT LIABILITIES | (19,796,656 | ) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
418,648 |
CREDITORS |
Amounts falling due after more than one year |
15 |
4,203,157 |
NET LIABILITIES | (3,784,509 | ) |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Consolidated Balance Sheet - continued |
31 May 2022 |
Notes | $ | $ |
CAPITAL AND RESERVES |
Called up share capital | 18 | 1 |
Other reserves | 19 | 69,857 |
Retained earnings | 19 | (3,854,367 | ) |
SHAREHOLDERS' FUNDS | (3,784,509 | ) |
The financial statements were approved by the director and authorised for issue on 21 February 2024 and were signed by: |
E Reilly - Director |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Company Balance Sheet |
31 May 2022 |
Notes | $ | $ |
FIXED ASSETS |
Intangible assets | 10 |
Tangible assets | 11 |
Investments | 12 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 14 |
NET CURRENT LIABILITIES | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 18 |
Retained earnings | 19 |
SHAREHOLDERS' FUNDS |
Company's profit for the financial year | 1,007 |
The financial statements were approved by the director and authorised for issue on |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Consolidated Statement of Changes in Equity |
for the Period 6 May 2021 to 31 May 2022 |
Called up |
share | Retained | Other | Total |
capital | earnings | reserves | equity |
$ | $ | $ | $ |
Changes in equity |
Issue of share capital | 1 | - | - | 1 |
Total comprehensive income | - | (3,854,367 | ) | 69,857 | (3,784,510 | ) |
Balance at 31 May 2022 | 1 | (3,854,367 | ) | 69,857 | (3,784,509 | ) |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Company Statement of Changes in Equity |
for the Period 6 May 2021 to 31 May 2022 |
Called up |
share | Retained | Total |
capital | earnings | equity |
$ | $ | $ |
Changes in equity |
Issue of share capital | - |
Total comprehensive income | - |
Balance at 31 May 2022 |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Consolidated Cash Flow Statement |
for the Period 6 May 2021 to 31 May 2022 |
Notes | $ |
Cash flows from operating activities |
Cash generated from operations | 20 | (3,648,853 | ) |
Interest paid | (106,787 | ) |
Tax paid | (456,830 | ) |
Net cash from operating activities | (4,212,470 | ) |
Cash flows from investing activities |
Purchase of intangible fixed assets | (42,167 | ) |
Purchase of tangible fixed assets | (1,685,621 | ) |
Purchase of fixed asset investments | (14,177,646 | ) |
Sale of tangible fixed assets | 1,002 |
Cash gained on acquisition | 2,216,157 |
Interest received | 5,478 |
Net cash from investing activities | (13,682,797 | ) |
Cash flows from financing activities |
New loans in year | 4,544,700 |
Group loans received | 18,933,728 |
Group loans made | (1,504,629 | ) |
Share issue | 1 |
Debts repaid on acquisition | (2,409,664 | ) |
Foreign exchange movement | 69,857 |
Net cash from financing activities | 19,633,993 |
Increase in cash and cash equivalents | 1,738,726 |
Cash and cash equivalents at beginning of period |
21 |
- |
Cash and cash equivalents at end of period |
21 |
1,738,726 |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements |
for the Period 6 May 2021 to 31 May 2022 |
1. | STATUTORY INFORMATION |
Dentons Global Advisors Holdings Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Going concern |
In preparation of these financial statements, the directors have assessed and concluded upon the company's ability to continue as a going concern for a period of at least 12 months from their date of approval. In doing so, the directors have considered the company's future trading prospects, available liquidity, debt maturities, and the principal risks and uncertainties. |
The directors have prepared a detailed forecast of the company's financial performance, working capital requirements, and liquidity position from the date of approval of these financial statements to 31 December 2025. The forecast is prepared as a prudent base case, taking full account of all known future developments, and making conservative assumptions where performance is contingent upon future events. |
This financial investment by the directors in company, with an increase in headcount and operations, is forecast to return profits in 2024. |
The directors consider that the company has access to sufficient funding to meet its financial obligations as they fall due. In forming this decision, the directors have taken into account the fact that the ultimate parent undertaking has provided a letter confirming it will provide the necessary financial assistance as required for a period of at least 12 months from the signing of the financial statements. |
Basis of consolidation |
The group financial statements consolidate the financial statements of Dentons Global Advisors Limited and all its subsidiary undertakings drawn up to the period end date. |
Joint ventures |
The group holds a 50% shareholding in a joint venture, Interel Consulting India Private Limited. The group does not exercise control over the joint venture and management decisions are made in discussion with the other investor. |
The joint venture is accounted for under the gross equity method. |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
2. | ACCOUNTING POLICIES - continued |
Goodwill |
Intangible assets |
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. |
Tangible fixed assets |
Improvements to property | - |
Fixtures and fittings | - |
Computer equipment | - |
Financial instruments |
Investments in subsidiaries |
The consolidated financial statements incorporate the financial statements of the company and entities controlled by the group (its subsidiaries). Control is achieved where the group has the power to govern the financial and operational policies of an entity so as to obtain benefits from its activities. All subsidiaries are controlled by virtue of the company holding (either directly or indirectly) more than 51% of the issued share capital. |
Investments in subsidiaries are accounted for at cost less impairment in the individual financial statements. |
Investments in other participating interests |
Investments in other participating interests are accounted for at cost less impairment in the financial statements. The group only recognises its share of total comprehensive income once it is probable a distribution will be received. |
Debtors |
Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs and are measured subsequently at amortised cost using the effective interest method, less any impairment. |
Creditors |
Short term trade creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. |
Cash at bank and in hand |
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. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
Current or deferred taxation assets and liabilities are not discounted. |
Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
Foreign currencies |
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result. |
Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
Pension costs and other post-retirement benefits |
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate. |
Exemptions for qualifying entities |
Dentons Global Advisors Holdings Limited, as an individual entity, meets the definition of a qualifying entity per FRS and has taken advantage of the exemption available in paragraph 1.12 of FRS from presenting a company-only statement of cash flows. These consolidated financial statements include a consolidated statement of cash flows which include the cash flows of Dentons Global Advisors Holdings Limited. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
3. | TURNOVER |
The turnover and loss before taxation are attributable to the one principal activity of the group. |
An analysis of turnover by class of business is given below: |
$ |
Income from the services | 22,291,125 |
22,291,125 |
An analysis of turnover by geographical market is given below: |
$ |
United Kingdom | 7,291,088 |
Europe | 14,819,083 |
United States of America | 180,954 |
22,291,125 |
4. | EMPLOYEES AND DIRECTORS |
$ |
Wages and salaries | 14,596,459 |
Social security costs | 293,702 |
Other pension costs | 323,153 |
15,213,314 |
The average number of employees during the period was as follows: |
HR | 2 |
Finance | 4 |
Other support | 12 |
Consultants | 154 |
Partners | 38 |
The average number of employees by undertakings that were proportionately consolidated during the period was 210 . |
$ |
Director's remuneration | - |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
5. | OPERATING LOSS |
The operating loss is stated after charging: |
$ |
Hire of plant and machinery | 15,188 |
Other operating leases | 1,263,117 |
Depreciation - owned assets | 458,976 |
Loss on disposal of fixed assets | 4,010 |
Goodwill amortisation | 1,683,923 |
Patents and licences amortisation | 35,282 |
Foreign exchange differences | 16,715 |
6. | AUDITORS' REMUNERATION |
Auditors remuneration relating to the period for audit services was £15,000. |
Auditors remuneration relating to the period for non-audit services was £10,000. |
7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
$ |
Bank loan interest | 106,787 |
8. | TAXATION |
Analysis of the tax charge |
The tax charge on the loss for the period was as follows: |
$ |
Current tax: |
UK corporation tax | 311,752 |
Joint ventures corporation tax | 3 |
Tax on loss | 311,755 |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
8. | TAXATION - continued |
Reconciliation of total tax charge included in profit and loss |
The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
$ |
Loss before tax | (3,542,612 | ) |
Loss multiplied by the standard rate of corporation tax in the UK of 19 % |
(673,096 |
) |
Effects of: |
Losses not taxable | 673,096 |
Foreign tax charge | 311,755 |
Total tax charge | 311,755 |
Tax effects relating to effects of other comprehensive income |
Gross | Tax | Net |
$ | $ | $ |
Foreign exchange gain/(loss) | 69,857 | - | 69,857 |
9. | INDIVIDUAL INCOME STATEMENT |
As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
10. | INTANGIBLE FIXED ASSETS |
Group |
Patents |
and |
Goodwill | licences | Totals |
$ | $ | $ |
COST |
Additions | 20,202,261 | 41,729 | 20,243,990 |
At 31 May 2022 | 20,202,261 | 41,729 | 20,243,990 |
AMORTISATION |
Amortisation for period | 1,683,923 | 35,282 | 1,719,205 |
At 31 May 2022 | 1,683,923 | 35,282 | 1,719,205 |
NET BOOK VALUE |
At 31 May 2022 | 18,518,338 | 6,447 | 18,524,785 |
11. | TANGIBLE FIXED ASSETS |
Group |
Improvements | Fixtures |
Short | to | and | Computer |
leasehold | property | fittings | equipment | Totals |
$ | $ | $ | $ | $ |
COST |
Additions | 10,080 | 1,149,977 | 414,550 | 111,014 | 1,685,621 |
Disposals | - | - | (11,860 | ) | - | (11,860 | ) |
At 31 May 2022 | 10,080 | 1,149,977 | 402,690 | 111,014 | 1,673,761 |
DEPRECIATION |
Charge for period | 10,080 | 207,974 | 181,199 | 59,723 | 458,976 |
Eliminated on disposal | - | - | (6,848 | ) | - | (6,848 | ) |
At 31 May 2022 | 10,080 | 207,974 | 174,351 | 59,723 | 452,128 |
NET BOOK VALUE |
At 31 May 2022 | - | 942,003 | 228,339 | 51,291 | 1,221,633 |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
12. | FIXED ASSET INVESTMENTS |
Group |
Interest |
Interest | in other |
in joint | participating | Listed |
venture | interests | investments | Totals |
$ | $ | $ | $ |
COST |
Additions | 53,330 | 427,886 | 22,062 | 503,278 |
Share of profit/(loss) | 9,370 | - | - | 9,370 |
Impairments | (43,762 | ) | - | - | (43,762 | ) |
At 31 May 2022 | 18,938 | 427,886 | 22,062 | 468,886 |
NET BOOK VALUE |
At 31 May 2022 | 18,938 | 427,886 | 22,062 | 468,886 |
Interest in joint venture |
Interel Consulting India Private Limited |
The group's share of Interel Consulting India Private Limited is as follows: |
$ |
Turnover | 161,178 |
Profit before tax | 18,734 |
Taxation | 5 |
Profit after tax | 18,739 |
Share of assets |
Fixed assets | 566 |
Current assets | 44,784 |
Share of liabilities |
Liabilities due within one year | 11,250 |
Liabilities due after one year or more | - |
Share of net assets | 56,600 |
Market value of listed investments at 31 May 2022 - $ 22,062 . |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
12. | FIXED ASSET INVESTMENTS - continued |
Company |
Shares in |
group |
undertakings |
$ |
COST |
Additions |
At 31 May 2022 |
NET BOOK VALUE |
At 31 May 2022 |
The company's investments at the balance sheet date in the share capital of companies include the |
following: |
Direct subsidiaries |
Name |
Activity |
Class of share |
Percentage held |
Interel Holdings SA |
Holding company |
Ordinary |
100% |
Indirect Subsidiaries |
Name |
Activity |
Class of share |
Percentage held |
Interel Management Group SA | Consulting services | Ordinary | 100% |
Interel Deutschland GmBH | Consulting services | Ordinary | 100% |
Dentons Global Advisors UK Ltd | Consulting services | Ordinary | 100% |
Interel France SAS | Consulting services | Ordinary | 100% |
Dentons Global Advisors Europe SA | Consulting services | Ordinary | 100% |
Interel Consulting Inc | Consulting services | Ordinary | 100% |
Interel US Inc | Consulting services | Ordinary | 100% |
The above subsidaries prepare statutory accounts to a 31 December year end and therefore management accounts to 31 May 2022 have been used for the consolidation. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
13. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
$ | $ |
Trade debtors | 4,527,590 |
Amounts owed by group undertakings | 1,504,629 |
Other debtors | 4,729,484 |
Tax | 328,847 |
Prepayments and accrued income | 60,668 |
Prepayments | 324,836 |
11,476,054 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
$ | $ |
Bank loans and overdrafts (see note 16) | 4,553,737 |
Trade creditors | 3,617,135 |
Amounts owed to group undertakings | 18,933,728 |
Tax | 183,769 |
Social security and other taxes | 458,081 |
VAT | 77,093 | - |
Other creditors | 374,821 |
Accruals and deferred income | 1,519,266 |
Accrued expenses | 3,302,843 |
33,020,473 |
15. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |
Group | Company |
$ | $ |
Other loans (see note 16) | 4,203,157 |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
16. | LOANS |
An analysis of the maturity of loans is given below: |
Group | Company |
$ | $ |
Amounts falling due within one year or | on demand: |
Bank overdrafts | 9,037 |
Bank loans | 4,544,700 |
4,553,737 |
Amounts falling due between two and | five years: |
Other loans - 2-5 years | 4,203,157 |
17. | LEASING AGREEMENTS |
Minimum lease payments fall due as follows: |
Group |
Non- | cancellable | operating | leases |
$ |
Within one year | 3,078,344 |
Between one and five years | 6,679,297 |
In more than five years | 14,292 |
9,771,933 |
18. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal |
value: | $ |
Ordinary | £1 | 1 |
1 Ordinary share of £1 was allotted and fully paid for |
The ordinary shares carry a right to vote, a right to any dividend, and a right to a share in a distribution upon winding up of the company. |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
19. | RESERVES |
Group |
Retained | Other |
earnings | reserves | Totals |
$ | $ | $ |
Deficit for the period | (3,854,367 | ) | (3,854,367 | ) |
Foreign exchange reserve | - | 69,857 | 69,857 |
At 31 May 2022 | (3,854,367 | ) | 69,857 | (3,784,510 | ) |
Company |
Retained |
earnings |
$ |
Profit for the period |
At 31 May 2022 |
20. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
$ |
Loss before taxation | (3,542,612 | ) |
Depreciation charges | 2,178,182 |
Loss on disposal of fixed assets | 4,010 |
Income from JV | 43,760 |
Finance costs | 106,787 |
Finance income | (5,478 | ) |
(1,215,351 | ) |
Increase in trade and other debtors | (5,074,927 | ) |
Increase in trade and other creditors | 2,641,425 |
Cash generated from operations | (3,648,853 | ) |
Dentons Global Advisors Holdings Limited (Registered number: 13379535) |
Notes to the Consolidated Financial Statements - continued |
for the Period 6 May 2021 to 31 May 2022 |
21. | CASH AND CASH EQUIVALENTS |
The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
Period ended 31 May 2022 |
31.5.22 | 6.5.21 |
$ | $ |
Cash and cash equivalents | 1,747,763 | - |
Bank overdrafts | (9,037 | ) | - |
1,738,726 | - |
22. | ANALYSIS OF CHANGES IN NET DEBT |
At 6.5.21 | Cash flow | At 31.5.22 |
$ | $ | $ |
Net cash |
Cash at bank | - | 1,747,763 | 1,747,763 |
Bank overdrafts | - | (9,037 | ) | (9,037 | ) |
- | 1,738,726 | 1,738,726 |
Debt |
Debts falling due within 1 year | - | (4,544,700 | ) | (4,544,700 | ) |
Debts falling due after 1 year | - | (4,203,157 | ) | (4,203,157 | ) |
- | (8,747,857 | ) | (8,747,857 | ) |
Total | - | (7,009,131 | ) | (7,009,131 | ) |
23. | ACQUISITIONS IN YEAR |
On 20 July 2021 the group purchased 100% of the shares of Interel Holdings SA. |
The cost of acquisition was $13,664,998 in cash and $4,203,157 in debt due within 2-5 years. |
As part of the acquisition the following were acquired: |
Fixed assets $1,482,790 |
Intangible assets $178,695 |
Cash $2,184,066 |
Debtors $4,137,612 |
Creditors $6,922,384 |