Limited Liability Partnership Registration No. OC445373 (England and Wales)
MKS Investment Partners LLP
Members' Report and Financial Statements
For the period from incorporation on 13 January 2023 to 30 April 2024
MKS Investment Partners LLP
Limited liability partnership information
Designated members
Moore Kingston Smith Group Holdings LLP
Manneken UK Holdco Limited
LLP registration number
OC445373
Registered office
6th Floor
9 Appold Street
London
EC2A 2AP
Auditor
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
MKS Investment Partners LLP
Contents
Page
Members' report
1
Members' responsibilities statement
2
Independent auditor's report
3 - 7
Income statement
8
Statement of financial position
9
Reconciliation of members' interests
10
Notes to the financial statements
11 - 17
MKS Investment Partners LLP
Members' Report
For the period ended 30 April 2024
Page 1

The members present their annual report and financial statements for the period ended 30 April 2024.

Principal activities

The limited liability partnership was incorporated on 13 January 2023 and began trading on 28 June 2023. It was incorporated as Manneken Bid LLP and changed its name to MKS Investment Partners LLP on 2 August 2024. The principal activity of the limited liability partnership is consultancy services and investment management.

Members' drawings, contributions and repayments

Under the limited liability partnership deed the members can pass a decision to distribute some or all of the accumulated profits to Moore Kingston Smith Group Holdings LLP. This is subject to the cash requirements of the business. The members capital requirement is set out in the LLP deed and is mainly based on capital required to finance investment acquisitions. There is no opportunity for appreciation of the capital subscribed.

Designated members

The designated members who held office during the period and up to the date of signature of the financial statements were as follows:

Moore Kingston Smith Group Holdings LLP
(Appointed 13 January 2023)
Manneken UK Holdco Limited
(Appointed 13 January 2023)
Companionco UK B.V.
(Appointed 13 January 2023 and resigned 3 March 2023)
Auditor

The auditor, Price Bailey LLP, was appointed in the period and is deemed to be re-appointed under section 487(2) of the Companies Act 2006 (as applied to limited liability partnerships).

Statement of disclosure to auditor

So far as the designated members are aware, there is no relevant audit information of which the limited liability partnership’s auditor is unaware. Additionally, the designated members have taken all the necessary steps that they ought to have taken as members in order to make themselves aware of all relevant audit information and to establish that the limited liability partnership’s auditor is aware of that information.

 

Approved by the members on 3 October 2024 and signed on behalf by:
03 October 2024
Manneken UK Holdco Limited
Designated Member
MKS Investment Partners LLP
Members' Responsibilities Statement
For the period ended 30 April 2024
Page 2

The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice. Under company law (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 limited liability partnership and of the profit or loss of the limited liability partnership for that period. In preparing these financial statements, the members are required to:

 

 

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the limited liability partnership’s transactions and disclose with reasonable accuracy at any time the financial position of the limited liability partnership and enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the limited liability partnership and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

MKS Investment Partners LLP
Independent Auditor's Report
to the Members of MKS Investment Partners LLP
Page 3
Opinion

We have audited the financial statements of MKS Investment Partners LLP (the 'limited liability partnership') for the period ended 30 April 2024 which comprise the income statement, the statement of financial position, the reconciliation of members' interests and notes to the financial statements, including 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:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the limited liability partnership 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 members’ 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 limited liability partnership'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 members with respect to going concern are described in the relevant sections of this report.

MKS Investment Partners LLP
Independent Auditor's Report (Continued)
to the Members of MKS Investment Partners LLP
Page 4

Other information

The other information comprises the information included in the members' report, other than the financial statements and our auditor's report 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.

 

Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Act 2006 as applied to limited liability partnerships by the Limited Liability Partnerships requires us to report to you if, in our opinion:

 

Responsibilities of members

As explained more fully in the members' responsibilities statement set out on page 2, the members 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 members determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.

MKS Investment Partners LLP
Independent Auditor's Report (Continued)
to the Members of MKS Investment Partners LLP
Page 5
Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

MKS Investment Partners LLP
Independent Auditor's Report (Continued)
to the Members of MKS Investment Partners LLP
Page 6

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the limited liability partnership.

Our approach was as follows:

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

MKS Investment Partners LLP
Independent Auditor's Report (Continued)
to the Members of MKS Investment Partners LLP
Page 7

Use of our report

This report is made solely to the limited liability partnership's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied by the Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the limited liability partnership's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the limited liability partnership and the limited liability partnership's members as a body, for our audit work, for this report, or for the opinions we have formed.

Martin Clapson FCA (Senior Statutory Auditor)
for and on behalf of Price Bailey LLP
3 October 2024
Chartered Accountants
Statutory Auditor
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
MKS Investment Partners LLP
Income Statement
For the period ended 30 April 2024
Page 8
Period
ended
30 April
2024
Notes
£
Turnover
3
56,100
Administrative expenses
(847,077)
Operating loss
4
(790,977)
Investment income- from fixed asset investments
3,577,563
Interest payable and similar expenses
7
(4,071,478)
Loss for the financial period before members' remuneration and profit shares available for discretionary division among members
(1,284,892)

The Income Statement has been prepared on the basis that all operations are continuing operations.

 

The LLP has taken advantage of FRS 102 section 3 paragraph 3.19 to present only an income statement as it has no items of other comprehensive income.

 

MKS Investment Partners LLP
Statement Of Financial Position
As at 30 April 2024
Page 9
2024
Notes
£
£
Fixed assets
Investments
8
65,116,798
Current assets
Debtors
10
6,720,118
Cash at bank and in hand
166,499
6,886,617
Creditors: amounts falling due within one year
11
(7,740,815)
Net current liabilities
(854,198)
Total assets less current liabilities
64,262,600
Creditors: amounts falling due after more than one year
12
(36,000,000)
Net assets attributable to members
28,262,600
Represented by:
Members' other interests
Members' capital classified as equity
29,547,492
Other reserves classified as equity
(1,284,892)
28,262,600
Total members' interests
Amounts due from members
(750,000)
Members' other interests
28,262,600
27,512,600
The financial statements were approved by the members and authorised for issue on 3 October 2024 and are signed on their behalf by:
03 October 2024
Manneken UK Holdco Limited
Designated member
Limited Liability Partnership registration number OC445373 (England and Wales)
MKS Investment Partners LLP
Reconciliation of Members' Interests
For the period ended 30 April 2024
Page 10
EQUITY
DEBT
TOTAL
Members' other interests
Loans and other debts due to members less any amounts due from members in debtors
MEMBERS'
INTERESTS
Members' capital
Other reserves
Total
Other amounts
Total
2024
£
£
£
£
£
Loss for the period available for discretionary division among members
-
(1,284,892)
(1,284,892)
-
(1,284,892)
Members' interests after loss for the period
-
(1,284,892)
(1,284,892)
-
(1,284,892)
Capital introduced by members
29,547,492
-
29,547,492
-
29,547,492
Other movements
-
-
-
(750,000)
(750,000)
Members' interests at 30 April 2024
29,547,492
(1,284,892)
28,262,600
(750,000)
27,512,600
MKS Investment Partners LLP
Notes to the Financial Statements
For the period ended 30 April 2024
Page 11
1
Accounting policies
Limited liability partnership information

MKS Investment Partners LLP is a limited liability partnership incorporated in England and Wales. The registered office is 6th Floor, 9 Appold Street, London, EC2A 2AP.

1.1
Reporting period

These financial statements have been prepared for a period of 15 and a half months as it is the first period of accounts.

1.2
Accounting convention

These financial statements have been prepared in accordance with the Statement of Recommended Practice (SORP) "Accounting by Limited Liability Partnerships" issued in December 2021, together with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applied to Limited Liability Partnerships.

The financial statements are prepared in sterling, which is the functional currency of the limited liability partnership. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

1.3
Exemptions for qualifying entities under FRS 102

This limited liability partnership is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this limited liability partnership, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The limited liability partnership has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the limited liability partnership are consolidated in the financial statements of Manneken UK Holdco Limited. These consolidated financial statements are available from its registered office, 9 Appold Street, London, EC2A 2AP.

1.4
Going concern

At the time of approving the financial statements, the members have a reasonable expectation that the limited liability partnership has adequate resources to continue in operational existence for the foreseeable future. Thus the members continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover represents the amounts recoverable for the services provided to clients during the period excluding value added tax.

MKS Investment Partners LLP
Notes to the Financial Statements (Continued)
For the period ended 30 April 2024
1
Accounting policies
(Continued)
Page 12
1.6
Members' participating interests

Members' participation rights are the rights of a member against the LLP that arise under the members' agreement (for example, in respect of amounts subscribed or otherwise contributed, remuneration and profits).

 

Members' participation rights in the earnings or assets of the LLP are analysed between those that are, from the LLP's perspective, either a financial liability or equity, in accordance with section 22 of FRS 102. A member's participation rights including amounts subscribed or otherwise contributed by members, for example members' capital, are classed as liabilities unless the LLP has an unconditional right to refuse payment to members, in which case they are classified as equity.

1.7
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the limited liability partnership. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.8
Impairment of fixed assets

At each reporting period end date, the limited liability partnership reviews the carrying amounts of its investment assets to determine whether there is any indication that they have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the limited liability partnership estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Where a reasonable and consistent basis of allocation can be identified, assets are allocated to individual cash-generating units, or otherwise they are allocated to the smallest group of cash-generating units for which a reasonable and consistent allocation basis can be identified.

1.9
Cash and cash equivalents

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.

1.10
Financial instruments

Basic financial instruments are measured at amortised cost. The LLP has no other financial instruments or basic financial instruments measured at fair value.

MKS Investment Partners LLP
Notes to the Financial Statements (Continued)
For the period ended 30 April 2024
Page 13
2
Judgements and key sources of estimation uncertainty

In the application of the limited liability partnership’s accounting policies, the members are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

There are no critical accounting estimates or judgements applied by the members which have a significant impact on the amounts disclosed in the financial statements.

3
Turnover

Turnover is attributable to the one principal activity of the LLP. 100% of turnover arose in the United Kingdom.

4
Operating loss
2024
Operating loss for the period is stated after charging:
£
Fees payable to the LLP's auditor for the audit of the LLP's financial statements
4,250
5
Employees

There were no employees during the period.

6
Information in relation to members
2024
Number
Average number of members during the period
2
7
Interest payable and similar expenses
2024
£
Other interest
4,071,478
MKS Investment Partners LLP
Notes to the Financial Statements (Continued)
For the period ended 30 April 2024
Page 14
8
Fixed asset investments
2024
Notes
£
Investments in LLP subsidiary
9
65,116,798
Movements in fixed asset investments
Investment in LLP subsidiary
£
Cost or valuation
Acquisitions
65,116,798
At 30 April 2024
65,116,798
Carrying amount
At 30 April 2024
65,116,798

During the period the LLP acquired a 100% interest in Moore Kingston Smith LLP.

MKS Investment Partners LLP
Notes to the Financial Statements (Continued)
For the period ended 30 April 2024
Page 15
9
Subsidiaries

These financial statements are separate limited liability partnership financial statements for MKS Investment Partners LLP.

Details of the limited liability partnership's subsidiaries at 30 April 2024 are as follows:

Name of undertaking
Nature of business
Class of share
% Held
Moore Kingston Smith LLP
Audit and other professional services
Capital
100%
Devonshire Corporate Finance Limited
Corporate finance
Ordinary
100%
Devonshire Group Services Limited
Holding company
Ordinary
100%
Moore Kingston Smith HR Consultancy Limited
HR consultancy services
Ordinary
100%
Moore Kingston Smith Financial Advisers Limited
Independent financial advisers
Ordinary
100%
Moore Kingston Smith & Partners LLP
Insolvency services
Capital
100%
Letchford House Management Ltd
Dormant
Ordinary
100%
VAT Agents Limited
Dormant
Ordinary
100%
Moore Kingston Smith Group Services Limited
Service and management company
Ordinary
100%
Moore Kingston Smith Trust Corporation Limited
Trustee services
Ordinary
100%
Moore Kingston Smith Corporate Finance Limited
Corporate Finance
Ordinary
100%
Moore Intelligent Finance Limited
Dormant
Ordinary
100%
Moorementum Limited
Business consultancy
Ordinary
100%
Appold Ireland Limited
Accountancy, tax and insolvency
Ordinary
70%
Gatal Limited
Company Secretarial
Ordinary
70%
HR Insight Limited
Dormant
Ordinary
100%
Moore Clearcomm Limited
Compliance services
Ordinary
100%
CS Risk Management & Compliance Ltd
Dormant
Ordinary
100%
Moore R&D Limited
R&D taxation services
Ordinary
50%
All shareholdings are held indirectly except for Moore Kingston Smith LLP.
All of the above entities are registered in and were incorporated in England and Wales other than:
- Appold Ireland Limited and Gatal Limited which were incorporated and registered in the Republic of Ireland.
All of the above entities have their registered office at 9 Appold Street, London, EC2A 2AP, other than:
- Letchford House Management Ltd which has its registered office at Ground floor, 4 Victoria Square, St Albans, Hertfordshire, AL1 3TF.
- Appold Ireland Limited and Gatal Limited which has its registered office at 3 Burlington Road, Dublin 4, Dublin, Ireland.
MKS Investment Partners LLP
Notes to the Financial Statements (Continued)
For the period ended 30 April 2024
Page 16
10
Debtors
2024
Amounts falling due within one year:
£
Amounts owed by group undertakings
3,286,452
Amounts owed by members
750,000
Other debtors
498,473
Prepayments and accrued income
753,180
5,288,105
2024
Amounts falling due after more than one year:
£
Prepayments and accrued income
1,432,013
Total debtors
6,720,118
11
Creditors: amounts falling due within one year
2024
£
Trade creditors
65,166
Amounts owed to group undertakings
89
Other taxation and social security
96,310
Other creditors
7,500,000
Accruals and deferred income
79,250
7,740,815

Other creditors comprises a loan of £7,500,000 which is repayable on demand and interest is charged at a rate of 2.5% above the Sterling Overnight Index Average (SONIA). The loan is secured by a fixed and floating charge over the assets of the LLP and its subsidiaries.

12
Creditors: amounts falling due after more than one year
2024
Notes
£
Other borrowings
13
36,000,000
MKS Investment Partners LLP
Notes to the Financial Statements (Continued)
For the period ended 30 April 2024
Page 17
13
Loans and overdrafts
2024
£
Other loans
36,000,000
Payable after five years
36,000,000

The long-term loan is secured by a fixed and floating charge over the assets of the LLP and its subsidiaries. This security is subordinated to the security provided in respect of the other creditors of £7,500,000. The loan is due for repayment on 30 June 2030 and interest is charged at a rate of 6.75% above the Sterling overnight index average (SONIA).

14
Related party transactions

The balance due from Appold Ireland Limited, a 70% indirect subsidiary, at 30 April 2024 was £156,328.

 

During the period the LLP borrowed £7,500,000 from an LLP controlled by the members of the parent LLP. Interest of £481,549 was payable on the loan during the period. The balance at the period end was £7,500,000.

 

15
Ultimate controlling party

The LLP is a majority owned subsidiary of Moore Kingston Smith Group Holdings LLP.

 

As at 30 April 2024 in the directors' opinion, the LLP's ultimate parent undertaking and controlling party was Manneken UK Holdco Limited.

16
Events after the reporting date

On 31 May 2024 the LLP's subsidiary acquired a 100% interest in Williamson Morton Thornton LLP and WMT Troncmaster Services Limited, both registered in the United Kingdom. The LLP made a capital contribution to Moore Kingston Smith LLP of £3,183,333 to enable it to effect the acquisition.

 

On 7 August 2024 the LLP's subsidiary acquired a 100% interest in Moore (N.I.) LLP a partnership registered in the United Kingdom. The LLP made a capital contribution to Moore Kingston Smith LLP of £1,600,000 to enable it to effect the acquisition.

 

The LLP received additional capital contributions from its members of £4,783,333 to fund the above.

 

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