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REGISTERED NUMBER: 11274685 (England and Wales)









Strategic Report, Report of the Directors and

Financial Statements for the Year Ended 31 March 2024

for

Kelly Midco Limited

Kelly Midco Limited (Registered number: 11274685)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 8

Other Comprehensive Income 9

Balance Sheet 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


Kelly Midco Limited

Company Information
for the Year Ended 31 March 2024







DIRECTORS: Mr P G Busby
Mr C G Sellers
Ms V Calderbank
Mr P D Jezzard
Miss J Matkin





REGISTERED OFFICE: 1st Floor
Hilton House
Hilton Street
Manchester
M1 2EH





REGISTERED NUMBER: 11274685 (England and Wales)





AUDITORS: Harts Limited
Chartered Accountants and Statutory Auditors
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

Kelly Midco Limited (Registered number: 11274685)

Strategic Report
for the Year Ended 31 March 2024

The directors present their strategic report for the year ended 31 March 2024.

The principal activity of Kelly Midco Limited is that of a holding company. The activity of the trading companies in the group remains that of business consultancy.

REVIEW OF BUSINESS
The structure of the group remained unchanged in the year with Kelly MidCo Limited being the parent company of Kelly Bidco Limited. Literacy Capital plc, a closed-end investment business, remains the majority shareholder of the group.

Grayce Group Limited is the only trading company in the group.

PRINCIPAL RISKS AND UNCERTAINTIES
There are no risks associated with Kelly Midco Limited.

LEGISLATIVE RISKS
No material legislative risks have been identified.

FINANCIAL RISKS
The group remains financially strong, whilst continuing to invest for future growth.

ON BEHALF OF THE BOARD:





Mr P D Jezzard - Director


19 August 2024

Kelly Midco Limited (Registered number: 11274685)

Report of the Directors
for the Year Ended 31 March 2024

The directors present their report with the financial statements of the company for the year ended 31 March 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of a holding company.

DIVIDENDS
The total distribution of dividends for the year ended 31 March 2024 will be £3,500,000.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report.

Mr P G Busby
Mr C G Sellers
Ms V Calderbank
Mr P D Jezzard

Other changes in directors holding office are as follows:

Miss J Matkin - appointed 11 May 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-select suitable accounting policies and then apply them consistently;
-make judgements and accounting estimates that are reasonable and prudent;
-prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Kelly Midco Limited (Registered number: 11274685)

Report of the Directors
for the Year Ended 31 March 2024


AUDITORS
The auditors, Harts Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr P D Jezzard - Director


19 August 2024

Report of the Independent Auditors to the Members of
Kelly Midco Limited

Opinion
We have audited the financial statements of Kelly Midco Limited (the 'company') for the year ended 31 March 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 Financial Reporting Standard 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 31 March 2024 and of its profit 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.

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 Auditors' 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, 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.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Report of the Independent Auditors to the Members of
Kelly Midco Limited


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 or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the financial statements are not in agreement with the accounting records and returns; or
- certain disclosures of directors' remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit, in respect to 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; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and management.

Our approach was as follows:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the Company and determined that the most significant are the Companies Act 2006 and employment law.

We understood how the Company is complying with those frameworks by making inquiries of management.

We corroborated our enquiries through discussion with Paul Jezzard, the Finance Director to identify any non-compliance with laws and regulations.

We assessed the susceptibility of the Company's financial statements to material misstatement, including how fraud might occur by discussion with directors to understand where its considered there was a susceptibility to fraud. We considered the controls that the Company has established to address risks identified, or that otherwise prevent, deter and detect fraud.

To address the risk of fraud through management bias and override of controls, we performed analytical procedures to identify and unusual or unexpected relationships; investigated the rationale behind significant or unusual transactions; and tested journal entries to identify unusual transactions.

Report of the Independent Auditors to the Members of
Kelly Midco Limited


There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations enquiry of the directors and other management and inspection of regulatory and legal correspondence, if any. Material misstatement that arises due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations that could materially impact the financial statements. Taking into accounts our understanding of the Company, our procedures involved enquires of management and focussed testing as appropriate with consideration to risk assessment.

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.




David Taylor (Senior Statutory Auditor)
for and on behalf of Harts Limited
Chartered Accountants and Statutory Auditors
Westminster House
10 Westminster Road
Macclesfield
Cheshire
SK10 1BX

19 August 2024

Kelly Midco Limited (Registered number: 11274685)

Income Statement
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £    £   

TURNOVER - -

Administrative expenses (45,277 ) (45,502 )
OPERATING LOSS (45,277 ) (45,502 )

Income from investments 3,500,000 3,250,000
PROFIT BEFORE TAXATION 3,454,723 3,204,498

Tax on profit 4 - -
PROFIT FOR THE FINANCIAL YEAR 3,454,723 3,204,498

Kelly Midco Limited (Registered number: 11274685)

Other Comprehensive Income
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £    £   

PROFIT FOR THE YEAR 3,454,723 3,204,498


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR THE
YEAR

3,454,723

3,204,498

Kelly Midco Limited (Registered number: 11274685)

Balance Sheet
31 March 2024

31.3.24 31.3.23
Notes £    £   
FIXED ASSETS
Investments 6 1 1

CURRENT ASSETS
Debtors 7 5,688,304 6,170,815
TOTAL ASSETS LESS CURRENT LIABILITIES 5,688,305 6,170,816

CREDITORS
Amounts falling due after more than one
year

8

(5,778,611

)

(6,215,845

)
NET LIABILITIES (90,306 ) (45,029 )

CAPITAL AND RESERVES
Called up share capital 9 1 1
Retained earnings 10 (90,307 ) (45,030 )
SHAREHOLDERS' FUNDS (90,306 ) (45,029 )

The financial statements were approved by the Board of Directors and authorised for issue on 19 August 2024 and were signed on its behalf by:





Mr P D Jezzard - Director


Kelly Midco Limited (Registered number: 11274685)

Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 April 2022 1 472 473

Changes in equity
Dividends - (3,250,000 ) (3,250,000 )
Total comprehensive income - 3,204,498 3,204,498
Balance at 31 March 2023 1 (45,030 ) (45,029 )

Changes in equity
Dividends - (3,500,000 ) (3,500,000 )
Total comprehensive income - 3,454,723 3,454,723
Balance at 31 March 2024 1 (90,307 ) (90,306 )

Kelly Midco Limited (Registered number: 11274685)

Notes to the Financial Statements
for the Year Ended 31 March 2024

1. STATUTORY INFORMATION

Kelly Midco Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements
The financial statements contain information about Kelly Midco Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertaking are included by full consolidation in the consolidated financial statements of its parent, Kelly Topco Limited, 1st Floor, Hilton House, Hilton Street, Manchester, England, M1 2EH.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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 year 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.

3. EMPLOYEES AND DIRECTORS
31.3.24 31.3.23
£    £   
Wages and salaries 45,277 45,502

The average number of employees during the year was as follows:
31.3.24 31.3.23

Directors 5 5

Kelly Midco Limited (Registered number: 11274685)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

3. EMPLOYEES AND DIRECTORS - continued

31.3.24 31.3.23
£    £   
Directors' remuneration 45,277 45,502

4. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 March 2024 nor for the year ended 31 March 2023.

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

31.3.24 31.3.23
£    £   
Profit before tax 3,454,723 3,204,498
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 19%)

863,681

608,855

Effects of:
Franked investment income (875,000 ) (617,500 )
Group relief 11,319 8,645
Total tax charge - -

5. DIVIDENDS
31.3.24 31.3.23
£    £   
Ordinary share of 1
Interim 3,500,000 3,250,000

6. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2023
and 31 March 2024 1
NET BOOK VALUE
At 31 March 2024 1
At 31 March 2023 1

Kelly Midco Limited (Registered number: 11274685)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

6. FIXED ASSET INVESTMENTS - continued

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

Kelly Bidco Limited
Registered office: 1st Floor, Hilton House, Hilton Street, Manchester, England, M1 2EH
Nature of business: Holding company
%
Class of shares: holding
Ordinary 100.00

Grayce Group Limited
Registered office: 1st Floor, Hilton House, Hilton Street, Manchester, England, M1 2EH
Nature of business: Business consultancy
%
Class of shares: holding
Ordinary 100.00

7. DEBTORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.3.24 31.3.23
£    £   
Amounts owed by group undertakings 5,688,304 6,170,815

8. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
31.3.24 31.3.23
£    £   
Amounts owed to group undertakings 5,778,611 6,215,845

9. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.3.24 31.3.23
value: £    £   
1 Ordinary 1 1 1

10. RESERVES
Retained
earnings
£   

At 1 April 2023 (45,030 )
Profit for the year 3,454,723
Dividends (3,500,000 )
At 31 March 2024 (90,307 )

Kelly Midco Limited (Registered number: 11274685)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

11. ULTIMATE CONTROLLING PARTY

Kelly Midco Limited is a 100% owned subsidiary of Kelly Topco Limited, which in turn is a 65.84% subsidiary of Literacy Capital PLC.

The individual and consolidated financial statements of Kelly Topco Limited are available upon request from the registered office of
1st Floor
Hilton House
Manchester
England
M1 2EH

The individual and consolidated financial statements of Literacy Capital PLC are available upon request from the registered office of
3rd Floor
Charles House
5-11 Regent Street St James'
London
SW1Y 4LR
United Kingdom

There is no ultimate controlling party.