IRIS Accounts Productionv24.1.4.3311274657Board of Directors31.3.241.4.2331.3.2431.3.24The principal activity of Kelly Topco Limited is that of a holding company. The activity of the trading companies in the group remain that of business consultancy.truetruefalsetruetruefalsefalsefalsetruefalse iso4217:GBPiso4217:USDiso4217:EURxbrli:sharesxbrli:pureutr:tonnesutr:kWh112746572023-03-31112746572024-03-31112746572023-04-012024-03-31112746572022-03-31112746572022-04-012023-03-31112746572023-03-3111274657ns15:EnglandWales2023-04-012024-03-3111274657ns14:PoundSterling2023-04-012024-03-3111274657ns10:Director12023-04-012024-03-3111274657ns10:Consolidated2024-03-3111274657ns10:ConsolidatedGroupCompanyAccounts2023-04-012024-03-3111274657ns10:PrivateLimitedCompanyLtd2023-04-012024-03-3111274657ns10:Consolidatedns10:FRS1022023-04-012024-03-3111274657ns10:Consolidatedns10:Audited2023-04-012024-03-3111274657ns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-04-012024-03-3111274657ns10:LargeMedium-sizedCompaniesRegimeForAccounts2023-04-012024-03-3111274657ns10:Consolidatedns10:LargeMedium-sizedCompaniesRegimeForDirectorsReport2023-04-012024-03-3111274657ns10:LargeMedium-sizedCompaniesRegimeForAccountsns10:Consolidated2023-04-012024-03-3111274657ns10:FullAccounts2023-04-012024-03-311127465712023-04-012024-03-3111274657ns10:Consolidated2023-04-012024-03-3111274657ns10:Director22023-04-012024-03-3111274657ns10:Director32023-04-012024-03-3111274657ns10:RegisteredOffice2023-04-012024-03-3111274657ns10:Director42023-04-012024-03-3111274657ns10:Consolidated2022-04-012023-03-3111274657ns5:CurrentFinancialInstruments2024-03-3111274657ns5:CurrentFinancialInstruments2023-03-3111274657ns5:Non-currentFinancialInstruments2024-03-3111274657ns5:Non-currentFinancialInstruments2023-03-3111274657ns5:ShareCapital2024-03-3111274657ns5:ShareCapital2023-03-3111274657ns5:SharePremium2024-03-3111274657ns5:SharePremium2023-03-3111274657ns5:CapitalRedemptionReserve2024-03-3111274657ns5:CapitalRedemptionReserve2023-03-3111274657ns5:RetainedEarningsAccumulatedLosses2024-03-3111274657ns5:RetainedEarningsAccumulatedLosses2023-03-3111274657ns5:ShareCapital2022-03-3111274657ns5:RetainedEarningsAccumulatedLosses2022-03-3111274657ns5:SharePremium2022-03-3111274657ns5:CapitalRedemptionReserve2022-03-3111274657ns5:RetainedEarningsAccumulatedLosses2022-04-012023-03-3111274657ns5:CapitalRedemptionReserve2022-04-012023-03-3111274657ns5:RetainedEarningsAccumulatedLosses2023-04-012024-03-3111274657ns5:CapitalRedemptionReserve2023-04-012024-03-3111274657ns5:NetGoodwill2023-04-012024-03-3111274657ns5:IntangibleAssetsOtherThanGoodwill2023-04-012024-03-3111274657ns5:ComputerSoftware2023-04-012024-03-3111274657ns5:LeaseholdImprovements2023-04-012024-03-3111274657ns5:ComputerEquipment2023-04-012024-03-3111274657ns5:CostValuation2023-03-3111274657ns5:CurrentFinancialInstrumentsns5:WithinOneYear2024-03-3111274657ns5:CurrentFinancialInstrumentsns5:WithinOneYear2023-03-3111274657ns5:RetainedEarningsAccumulatedLosses2023-03-3111274657ns5:SharePremium2023-03-3111274657ns5:CapitalRedemptionReserve2023-03-31

REGISTERED NUMBER: 11274657 (England and Wales)










Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 March 2024


for



Kelly Topco Limited


Kelly Topco Limited (Registered number: 11274657)







Contents of the Consolidated Financial Statements

for the Year Ended 31 March 2024





Page



Company Information  

1



Group Strategic Report  

2



Report of the Directors  

4



Report of the Independent Auditors  

6



Consolidated Income Statement  

9



Consolidated Other Comprehensive Income  

10



Consolidated Balance Sheet  

11



Company Balance Sheet  

12



Consolidated Statement of Changes in Equity  

13



Company Statement of Changes in Equity  

14



Consolidated Cash Flow Statement  

15



Notes to the Consolidated Cash Flow Statement

16



Notes to the Consolidated Financial Statements

17




Kelly Topco Limited


Company Information

for the Year Ended 31 March 2024









DIRECTORS:

Mr P G Busby


Mr C G Sellers


Mr P D Jezzard







REGISTERED OFFICE:

1st Floor


Hilton House


Hilton Street


Manchester


M1 2EH







REGISTERED NUMBER:

11274657 (England and Wales)







AUDITORS:

Harts Limited


Chartered Accountants and Statutory Auditors


Westminster House


10 Westminster Road


Macclesfield


Cheshire


SK10 1BX


Kelly Topco Limited (Registered number: 11274657)


Group Strategic Report

for the Year Ended 31 March 2024


The directors present their strategic report of the company and the group for the year ended 31 March 2024.


The principal activity of Kelly Topco 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 Topco Limited being the ultimate parent company of Kelly Midco Limited and Kelly Midco Limited being the parent company of Kelly Bidco Limited.


Kelly Bidco Limited remains the parent company of Grayce Group Limited and Grayce Group Limited being the parent company of Grayce Group Inc. Literacy Capital plc, a closed-end investment business, remains the majority shareholder of the group.


The Consolidated groups key performance indicators during the year were as follows:


31.03.24


Turnover £'000 :   33,980

Gross Profit % :    43.76

Net Profit % :         7.85


PRINCIPAL RISKS AND UNCERTAINTIES

The group operates a Risk Register as its principal tool for monitoring and reporting risk. The register is prepared by a member of the Executive team and reviewed monthly. Input is sought from all areas of the business.


The register sets out details of the group's risks, the potential impact of each risk and the mitigating controls in place to reduce such impact. The Board formally reviews the Risk Register four times a year.


LEGISLATIVE RISKS

No material legislative risks have been identified.


FINANCIAL RISKS

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


EMPLOYEE CONSULTATION

The Company places considerable value on the involvement of its employees. Key company information, decisions, and strategy and performance updates are communicated on a regular basis through frequent CEO-led broadcasts and newsletters. Employees are encouraged to share views and suggestions through leadership-sponsored employee forums, and through Grayce's annual Employee Engagement survey, both of which inform Grayce's people strategy. Grayce's reverse mentoring scheme provides an additional opportunity for employees to engage with and educate leadership on a diverse range of perspectives.



Kelly Topco Limited (Registered number: 11274657)


Group Strategic Report

for the Year Ended 31 March 2024


DISABLED EMPLOYEES

The Company welcomes applications from people with disabilities and makes reasonable adjustments to the recruitment and selection process for those who are interested in working for the Company. In the event of employees becoming disabled, every effort is made to ensure that their employment with the Company continues and that the appropriate facilities and training are arranged. It is the policy of the Company that the training, career development and promotion of disabled persons must, as far as possible, be the same as that of other employees. Several Grayce managers are trained mental health first aiders and employees additionally have access to an external employee support programme.


ON BEHALF OF THE BOARD:






Mr P D Jezzard - Director



19 August 2024


Kelly Topco Limited (Registered number: 11274657)


Report of the Directors

for the Year Ended 31 March 2024


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


DIVIDENDS

The recommended dividend for the year ended 31 March 2024 was £3,500,000 (2023: £2,750,000).


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

Mr P D Jezzard


Other changes in directors holding office are as follows:


Miss J Matkin - appointed 11 May 2023 - resigned 30 November 2023


MATTERS COVERED IN THE STRATEGIC REPORT

As permitted by S414c(11) of Companies Act 2006, the director has elected to disclose information, required to be in the director's report by schedule 7 of the 'Large and Medium-sized Companies, and Groups (Accounts and Reports) Regulation 2008, in the Strategic report.


STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 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 directors are 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 each director 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.


Kelly Topco Limited (Registered number: 11274657)


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 Topco Limited


Opinion

We have audited the financial statements of Kelly Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2024 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 Consolidated Cash Flow Statement, 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 group's and of the parent company affairs as at 31 March 2024 and of the group's 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 group 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 group's and the parent 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 Group 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 Group 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 Group 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 Topco Limited



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 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-

the parent company 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 four, 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 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 directors either intend to liquidate the group or the parent 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 Group and determined that the most significant the Companies Act and employment law.


We understood how the Group 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 Group'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 Group 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 Topco 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 Group, 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 BFP FCA (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 Topco Limited (Registered number: 11274657)


Consolidated Income Statement

for the Year Ended 31 March 2024



31.3.24


31.3.23


Notes

£   

£   



TURNOVER

3

33,979,971


35,567,731




Cost of sales

(19,069,479

)

(19,458,651

)


GROSS PROFIT

14,910,492


16,109,080




Administrative expenses

(11,248,812

)

(11,088,331

)


OPERATING PROFIT

5

3,661,680


5,020,749




Income from investments

3,123


-



Interest receivable and similar income

45,150


73



3,709,953


5,020,822




Interest payable and similar expenses

7

(1,043,034

)

(668,583

)


PROFIT BEFORE TAXATION

2,666,919


4,352,239




Tax on profit

8

(786,576

)

(1,108,285

)


PROFIT FOR THE FINANCIAL YEAR

1,880,343


3,243,954



Profit attributable to:

Owners of the parent

1,880,343


3,243,954




Kelly Topco Limited (Registered number: 11274657)


Consolidated Other Comprehensive Income

for the Year Ended 31 March 2024



31.3.24


31.3.23


Notes

£   

£   



PROFIT FOR THE YEAR

1,880,343


3,243,954





OTHER COMPREHENSIVE INCOME

-


-



TOTAL COMPREHENSIVE INCOME FOR THE

YEAR

1,880,343


3,243,954




Total comprehensive income attributable to:

Owners of the parent

1,880,343


3,243,954




Kelly Topco Limited (Registered number: 11274657)


Consolidated Balance Sheet

31 March 2024



31.3.24


31.3.23


Notes

£   

£   


FIXED ASSETS

Intangible assets

12

3,653,793


4,705,169



Tangible assets

13

39,821


118,260



Investments

14

-


-



3,693,614


4,823,429




CURRENT ASSETS

Debtors

15

4,980,514


5,502,011



Cash at bank and in hand

1,394,286


1,508,117



6,374,800


7,010,128



CREDITORS

Amounts falling due within one year

16

(5,705,455

)

(7,132,504

)


NET CURRENT ASSETS/(LIABILITIES)

669,345


(122,376

)


TOTAL ASSETS LESS CURRENT LIABILITIES

4,362,959


4,701,053




CREDITORS

Amounts falling due after more than one year

17

(10,125,000

)

(8,875,000

)



PROVISIONS FOR LIABILITIES

20

(31,563

)

-



NET LIABILITIES

(5,793,604

)

(4,173,947

)



CAPITAL AND RESERVES

Called up share capital

21

11,766


11,766



Share premium

22

107,472


107,472



Capital redemption reserve

22

177


177



Retained earnings

22

(5,913,019

)

(4,293,362

)


SHAREHOLDERS' FUNDS

(5,793,604

)

(4,173,947

)



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 Topco Limited (Registered number: 11274657)


Company Balance Sheet

31 March 2024



31.3.24


31.3.23


Notes

£   

£   


FIXED ASSETS

Intangible assets

12

-


-



Tangible assets

13

-


-



Investments

14

1


1



1


1




CURRENT ASSETS

Debtors

15

5,526,812


6,009,323




CREDITORS

Amounts falling due within one year

16

(2,750

)

(482,511

)


NET CURRENT ASSETS

5,524,062


5,526,812



TOTAL ASSETS LESS CURRENT LIABILITIES

5,524,063


5,526,813




CREDITORS

Amounts falling due after more than one year

17

(4,907,221

)

(4,907,221

)


NET ASSETS

616,842


619,592




CAPITAL AND RESERVES

Called up share capital

21

11,766


11,766



Share premium

22

107,472


107,472



Capital redemption reserve

22

177


177



Retained earnings

22

497,427


500,177



SHAREHOLDERS' FUNDS

616,842


619,592




Company's profit for the financial year

3,497,250


3,250,000




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 Topco Limited (Registered number: 11274657)


Consolidated Statement of Changes in Equity

for the Year Ended 31 March 2024



Called up


Capital



share


Retained


Share


redemption


Total


capital


earnings


premium


reserve


equity

£   

£   

£   

£   

£   


Balance at 1 April 2022

11,766


(4,787,316

)

107,472


177


(4,667,901

)



Changes in equity

Dividends

-


(2,750,000

)

-


-


(2,750,000

)


Total comprehensive income

-


3,243,954


-


-


3,243,954



Balance at 31 March 2023

11,766


(4,293,362

)

107,472


177


(4,173,947

)



Changes in equity

Dividends

-


(3,500,000

)

-


-


(3,500,000

)


Total comprehensive income

-


1,880,343


-


-


1,880,343



Balance at 31 March 2024

11,766


(5,913,019

)

107,472


177


(5,793,604

)



Kelly Topco Limited (Registered number: 11274657)


Company Statement of Changes in Equity

for the Year Ended 31 March 2024



Called up


Capital



share


Retained


Share


redemption


Total


capital


earnings


premium


reserve


equity

£   

£   

£   

£   

£   


Balance at 1 April 2022

11,766


177


107,472


177


119,592




Changes in equity

Dividends

-


(2,750,000

)

-


-


(2,750,000

)


Total comprehensive income

-


3,250,000


-


-


3,250,000



Balance at 31 March 2023

11,766


500,177


107,472


177


619,592




Changes in equity

Dividends

-


(3,500,000

)

-


-


(3,500,000

)


Total comprehensive income

-


3,497,250


-


-


3,497,250



Balance at 31 March 2024

11,766


497,427


107,472


177


616,842




Kelly Topco Limited (Registered number: 11274657)


Consolidated Cash Flow Statement

for the Year Ended 31 March 2024



31.3.24


31.3.23


Notes

£   

£   


Cash flows from operating activities

Cash generated from operations

1

5,249,869


5,513,841



Interest paid

(1,043,034

)

(668,583

)


Tax paid

(1,330,469

)

(1,138,646

)


Net cash from operating activities

2,876,366


3,706,612




Cash flows from investing activities

Purchase of intangible fixed assets

(55,085

)

(67,394

)


Purchase of tangible fixed assets

(874

)

(2,280

)


Interest received

45,150


73



Dividends received

3,123


-



Net cash from investing activities

(7,686

)

(69,601

)



Cash flows from financing activities

New loans in year

10,350,000


2,000,000



Loan repayments in year

(9,350,000

)

(3,875,000

)


Amount withdrawn by directors

(482,511

)

-



Equity dividends paid

(3,500,000

)

(2,267,490

)


Net cash from financing activities

(2,982,511

)

(4,142,490

)



Decrease in cash and cash equivalents

(113,831

)

(505,479

)


Cash and cash equivalents at beginning of

year

2

1,508,117


2,013,596




Cash and cash equivalents at end of year

2

1,394,286


1,508,117




Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Cash Flow Statement

for the Year Ended 31 March 2024


1.

RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS


31.3.24


31.3.23

£   

£   



Profit before taxation

2,666,919


4,352,239




Depreciation charges

1,185,775


1,169,454




Loss on disposal of fixed assets

-


1,470




Finance costs

1,043,034


668,583




Finance income

(48,273

)

(73

)


4,847,455


6,191,673




Decrease/(increase) in trade and other debtors

521,497


(277,138

)



Decrease in trade and other creditors

(119,083

)

(400,694

)



Cash generated from operations

5,249,869


5,513,841




2.

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:



Year ended 31 March 2024


31.3.24


1.4.23

£   

£   



Cash and cash equivalents

1,394,286


1,508,117




Year ended 31 March 2023


31.3.23


1.4.22

£   

£   



Cash and cash equivalents

1,508,117


2,013,596





3.

ANALYSIS OF CHANGES IN NET DEBT



At 1.4.23

Cash flow

At 31.3.24

£   

£   

£   



Net cash



Cash at bank and in hand

1,508,117


(113,831

)

1,394,286



1,508,117


(113,831

)

1,394,286




Debt


Debts falling due within 1 year

(2,250,000

)

250,000


(2,000,000

)



Debts falling due after 1 year

(8,875,000

)

(1,250,000

)

(10,125,000

)


(11,125,000

)

(1,000,000

)

(12,125,000

)



Total

(9,616,883

)

(1,113,831

)

(10,730,714

)



Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements

for the Year Ended 31 March 2024


1.

STATUTORY INFORMATION



Kelly Topco 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 General 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 as modified by the revaluation of certain assets.  



Basis of consolidation


The Group’s financial statements consolidate those of the parent company and all of its subsidiaries as of 31 March 2024. All subsidiaries have a reporting date of 31 March.



All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a Group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.



The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests, if any, based on their respective ownership interests.



The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests, if any, based on their respective ownership interests.



Turnover


Turnover is recognised when the company obtains the right to consideration for consultancy services provided in the normal course of business and is shown net of VAT.



Turnover is recognised in the period in which the consultants have worked. Invoices are raised based on consultant's Statement of Work and any turnover for the period that is unbilled at the period end is accrued for accordingly.



Goodwill


Goodwill, being the amount paid in connection with the acquisition of a business in 2018, is being amortised evenly over its estimated useful life of ten years.  



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.


Computer software is being amortised evenly over its estimated useful life of three years.



Tangible fixed assets


Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.


Improvements to Leasehold

-

33% on cost


Office equipment

-

33% on cost


Tangible assets are initially measured at cost.


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


2.

ACCOUNTING POLICIES - continued



Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


2.

ACCOUNTING POLICIES - continued


Basic financial liabilities
Basic financial liabilities, including creditors, bank loans and loans from fellow group companies that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.


Taxation

Taxation for the year 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 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.


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.


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


2.

ACCOUNTING POLICIES - continued



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.



Going concern


After reviewing the group's financial situation, the directors have a reasonable expectation that the group has adequate resources, including the continuing financial support of its parent company, to continue in operational existence for the foreseeable future.The group therefore continues to adopt the going concern basis in preparing its financial statements.


3.

TURNOVER



The turnover and profit before taxation are attributable to the one principal activity of the group.



An analysis of turnover by class of business is given below:



31.3.24


31.3.23

£   

£   



Rendering of services

33,979,971


35,567,731



33,979,971


35,567,731




4.

EMPLOYEES AND DIRECTORS


31.3.24


31.3.23

£   

£   



Wages and salaries

23,111,796


23,287,796




Social security costs

2,397,513


2,461,528




Other pension costs

548,608


506,191



26,057,917


26,255,515





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


31.3.24


31.3.23



Directors

4


4




Admin

82


84




Sales

26


10




Analysts

488


563



600


661





The average number of employees by undertakings that were proportionately consolidated during the year was 600  (2023 - 661 ) .



The amount recognised in the Statement of Profit or Loss as an expense for defined pension contributions plans is £420,808 (2023: £399,909).


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


4.

EMPLOYEES AND DIRECTORS - continued



31.3.24


31.3.23

£   

£   



Directors' remuneration

488,208


658,560




Directors' pension contributions to money purchase schemes  

20,916


22,061





The number of directors to whom retirement benefits were accruing was as follows:



Money purchase schemes

2


-





Information regarding the highest paid director is as follows:


31.3.24


31.3.23

£   

£   



Emoluments etc

207,574


348,842




Pension contributions to money purchase schemes

11,129


12,442




5.

OPERATING PROFIT



The operating profit is stated after charging/(crediting):



31.3.24


31.3.23

£   

£   



Depreciation - owned assets

79,313


82,073




Goodwill amortisation

1,060,966


1,060,966




Computer software amortisation

45,495


26,274




Foreign exchange differences

(9,461

)

7,769




6.

AUDITORS' REMUNERATION


31.3.24


31.3.23

£   

£   



Fees payable to the company's auditors for the audit of the company's

financial statements

12,750


10,000





The auditors' remuneration includes the audit fee for parent £2,750 and other group subsidiaries £10,000.


7.

INTEREST PAYABLE AND SIMILAR EXPENSES



31.3.24


31.3.23

£   

£   



Loan interest

1,043,034


668,583




Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


8.

TAXATION



Analysis of the tax charge


The tax charge on the profit for the year was as follows:


31.3.24


31.3.23

£   

£   



Current tax:


UK corporation tax

975,113


1,187,469




(Over) Under provision in prior year

(220,100

)

(79,184

)



Total current tax

755,013


1,108,285





Deferred tax

31,563


-




Tax on profit

786,576


1,108,285





Reconciliation of total tax charge included in profit and loss


The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:



31.3.24


31.3.23

£   

£   



Profit before tax

2,666,919


4,352,239




Profit multiplied by the standard rate of corporation tax in the UK of 25 %

(2023 - 19 %)  

666,730


826,925





Effects of:


Expenses not deductible for tax purposes

291,171


212,008




Capital allowances in excess of depreciation

-


(1,069

)



Depreciation in excess of capital allowances

48,775


-




Adjustments to tax charge in respect of previous periods

(220,100

)

(79,184

)



Group relief  

-


149,605




Total tax charge

786,576


1,108,285




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.



10.

DIVIDENDS


31.3.24


31.3.23

£   

£   



Ordinary A shares of 0.001 each


Interim

3,500,000


2,750,000




11.

EXCHANGE DIFFERENCES



The exchange differences recognised in the Statement of Profit or Loss in the period are -£9461 (2023: £7,769.00).


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


12.

INTANGIBLE FIXED ASSETS



Group


Computer



Goodwill


software


Totals

£   

£   

£   



COST


At 1 April 2023

8,882,501


110,258


8,992,759




Additions

-


55,085


55,085




At 31 March 2024

8,882,501


165,343


9,047,844




AMORTISATION


At 1 April 2023

4,254,170


33,420


4,287,590




Amortisation for year

1,060,966


45,495


1,106,461




At 31 March 2024

5,315,136


78,915


5,394,051




NET BOOK VALUE


At 31 March 2024

3,567,365


86,428


3,653,793




At 31 March 2023

4,628,331


76,838


4,705,169




13.

TANGIBLE FIXED ASSETS



Group


Improvements



to


Office



Leasehold


equipment


Totals

£   

£   

£   



COST


At 1 April 2023

192,578


78,787


271,365




Additions

-


874


874




At 31 March 2024

192,578


79,661


272,239




DEPRECIATION


At 1 April 2023

104,866


48,239


153,105




Charge for year

57,443


21,870


79,313




At 31 March 2024

162,309


70,109


232,418




NET BOOK VALUE


At 31 March 2024

30,269


9,552


39,821




At 31 March 2023

87,712


30,548


118,260





The measurement basis for tangible fixed assets is at cost less depreciation.


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


14.

FIXED ASSET INVESTMENTS



Company


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





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



Subsidiaries



Kelly Midco 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




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




Grayce Group, Inc.


Registered office: 7272 Wisconsin Ave Bethesda MD 20814 USA


Nature of business: Business Consultancy


%


Class of shares:

holding



Ordinary

100.00




Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


15.

DEBTORS



Group


Company



31.3.24


31.3.23


31.3.24


31.3.23


£   

£   

£   

£   



Amounts falling due within one year:



Trade debtors

4,008,127


4,433,349


-


-




Other debtors

476


-


-


-




Net wages control

-


(500

)

-


-




Loan Arrangement Fee

160,292


109,792


-


-




Accrued income

420,784


657,189


-


-




Prepayments

388,558


302,181


-


-



4,978,237


5,502,011


-


-





Amounts falling due after more than one year:



Trade debtors

2,277


-


-


-




Amounts owed by group undertakings

-


-


5,526,812


6,009,323



2,277


-


5,526,812


6,009,323





Aggregate amounts

4,980,514


5,502,011


5,526,812


6,009,323




16.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR




Group


Company



31.3.24


31.3.23


31.3.24


31.3.23


£   

£   

£   

£   



Bank loans and overdrafts (see note 18)

2,000,000


2,250,000


-


-




Trade creditors

230,150


118,463


-


-




Corporation tax

(316,298

)

259,158


-


-




Social security and other taxes

507,167


619,743


-


-




Net wage control

(165

)

-


-


-




VAT

946,168


737,986


-


-




Other creditors

8,776


4,850


-


-




Pension creditor

103,452


117,889


-


-




Directors' current accounts

-


482,511


-


482,511




Accrued expenses

2,226,205


2,541,904


2,750


-



5,705,455


7,132,504


2,750


482,511




17.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR




Group


Company



31.3.24


31.3.23


31.3.24


31.3.23


£   

£   

£   

£   



Bank loans (see note 18)

10,125,000


8,875,000


-


-




Amounts owed to group undertakings

-


-


4,907,221


4,907,221



10,125,000


8,875,000


4,907,221


4,907,221




Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


18.

LOANS



An analysis of the maturity of loans is given below:



Group



31.3.24


31.3.23


£   

£   



Amounts falling due within one year or on

demand:



Bank loans

2,000,000


2,250,000




Amounts falling due between one and two

years:



Bank loans - 1-2 years

2,000,000


3,000,000




Amounts falling due between two and five

years:



Bank loans - 2-5 years

8,125,000


5,875,000




19.

LEASING AGREEMENTS



Minimum lease payments fall due as follows:



Group


Non-cancellable operating

leases



31.3.24


31.3.23

£   

£   



Within one year

468,697


442,847




Between one and five years

1,154,814


1,111,238



1,623,511


1,554,085





The lease payments recognised as an expense in the Statement of Profit or Loss for the year ending 31 March 2024 were £470,835 (2023: £376,578).


20.

PROVISIONS FOR LIABILITIES



Group



31.3.24


31.3.23


£   

£   



Deferred tax

31,563


-





Group


Deferred



tax


£   



Charge to Income Statement during year

31,563




Balance at 31 March 2024

31,563




Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


21.

CALLED UP SHARE CAPITAL



Allotted, issues and fully paid:


Number:


Class:


Nominal Value:


31.3.23



31.3.22




£   


£   



£   




6,206,250


Ordinary A


0.001


6,206



6,206




4,031,250


Ordinary B


0.001


4,031



4,031




766,271


Ordinary C


0.001


766



766




526,776


Ordinary D


0.001


527



527




235,318


Ordinary E


0.001


235



235






11,766



11,766




22.

RESERVES



Group


Capital



Retained


Share


redemption



earnings


premium


reserve


Totals

£   

£   

£   

£   




At 1 April 2023

(4,293,362

)

107,472


177


(4,185,713

)



Profit for the year

1,880,343


1,880,343




Dividends

(3,500,000

)

(3,500,000

)



At 31 March 2024

(5,913,019

)

107,472


177


(5,805,370

)




Company


Capital



Retained


Share


redemption



earnings


premium


reserve


Totals

£   

£   

£   

£   




At 1 April 2023

500,177


107,472


177


607,826




Profit for the year

3,497,250


3,497,250




Dividends

(3,500,000

)

(3,500,000

)



At 31 March 2024

497,427


107,472


177


605,076





23.

CONTINGENT LIABILITIES



The group's parent company, Kelly Topco Limited, has provided a financial commitment (guarantee) in respect of the Revolving Credit Facility (RCF) of a fellow subsidiary, which amounted to £12,125,000 at 31 March 2024 (2023: £11,125,000). The RCF limit was £13,375,000 at the year end and termination month of this facility was January 2027. The financial commitment has been secured by a charge on the parent company's assets.


Kelly Topco Limited (Registered number: 11274657)


Notes to the Consolidated Financial Statements - continued

for the Year Ended 31 March 2024


24.

ULTIMATE CONTROLLING PARTY



Kelly Topco Limited is a 65.84% subsidiary of Literacy Capital PLC at the year end



The individual and consolidated financial statements 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.