REGISTERED NUMBER: |
MSS CAPITAL LIMITED |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
REGISTERED NUMBER: |
MSS CAPITAL LIMITED |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2024 |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
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 | 4 |
Statement of Comprehensive Income | 6 |
Balance Sheet | 7 |
Statement of Changes in Equity | 8 |
Cash Flow Statement | 9 |
Notes to the Financial Statements | 10 |
MSS CAPITAL LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 31 MARCH 2024 |
DIRECTORS: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Chartered Accountants and Statutory Auditors |
Batchworth Lock House |
99 Church Street, Rickmansworth |
WD3 1JJ |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 31 MARCH 2024 |
The directors present their strategic report for the year ended 31 March 2024. |
REVIEW OF BUSINESS |
The Company continued to face challenging trading conditions due to the persistent after effects of the global credit crunch. However, by relying on its core strengths in governance and risk management, the Company has deepened its relationships with core customer groups and maintained existing business lines. MSS has also sought to develop new business opportunities, especially in the asset management arena, which it looks forward to turning into income generating businesses next year and beyond. |
PRINCIPAL RISKS AND UNCERTAINTIES |
The board believe the key current risks to the business are managing the new and enhanced regulations such as MiFID 2, in particular the transparency obligations and research uncoupling, and the challenges of GDPR which all businesses face, along with ensuring in any economic downturn the business can make the most of any opportunities as it has done in previous situations. Staff are kept abreast of all regulations and potential business opportunities through training and development and are committed to the strategic direction of the firm which is to service professional clients with consummate risk and reward appetites via financial services and products. |
The board has given consideration to the impact of Covid 19 on the Company. As of the date of approving these accounts the Company has not needed to obtain any additional financial assistance or borrowing to support the business. Moreover, having prepared cash flow forecasts for the next twelve months the board are satisfied that the Company is not likely to be materially adversely impacted by Covid 19 to the extent that such matters are knowable and hence foreseeable. |
The board is conservatively optimistic that the business has a robust risk framework and has diversified revenue streams to ensure its shareholders are well served by the business activities it undertakes. The board's Key Performance Indicators are to ensure the business is well capitalised as required by the FCA and to ensure that it has sufficient cash flow to meets its liabilities as they fall due. The business has a high staff retention ratio and aims to ensure the shareholders are kept informed regarding the business activities. |
ON BEHALF OF THE BOARD: |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
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. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 April 2023 to the date of this report. |
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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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. |
AUDITORS |
The auditors, Cox Costello & Horne, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MSS CAPITAL LIMITED |
Opinion |
We have audited the financial statements of Mss Capital Limited (the 'company') for the year ended 31 March 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). |
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 loss 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. |
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; or |
- | the directors were not entitled to take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
MSS CAPITAL LIMITED |
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: |
We designed procedures in line with our responsibilities outlined above, to detect material misstatements in respect of irregularities, including fraud. |
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our: general commercial and sector experience; through verbal and written communications with those charged with governance and other management; and via inspection of the company's regulatory and legal correspondence. |
We discussed with those charged with governance and other management the policies and procedures regarding compliance with laws and regulations. |
We communicated and identified laws and regulations to our team and remained alert to any indicators of non-compliance throughout the audit. We also have considered where and how fraud may occur within the company. |
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
Use of our report |
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed. |
for and on behalf of |
Chartered Accountants and Statutory Auditors |
Batchworth Lock House |
99 Church Street, Rickmansworth |
WD3 1JJ |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
STATEMENT OF COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
TURNOVER |
Administrative expenses |
(608,990 | ) | (443,403 | ) |
Other operating income |
OPERATING LOSS | 4 | ( |
) | ( |
) |
Interest receivable and similar income |
(240,100 | ) | (442,903 | ) |
Interest payable and similar expenses | 5 |
LOSS BEFORE TAXATION | ( |
) | ( |
) |
Tax on loss | 6 |
LOSS FOR THE FINANCIAL YEAR | ( |
) | ( |
) |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
( |
) |
( |
) |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
BALANCE SHEET |
31 MARCH 2024 |
31.3.24 | 31.3.23 |
Notes | £ | £ |
CURRENT ASSETS |
Debtors | 8 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 9 |
NET CURRENT ASSETS |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 10 |
Share premium | 11 |
Retained earnings | 11 | ( |
) | ( |
) |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 31 MARCH 2024 |
Called up |
share | Retained | Share | Total |
capital | earnings | premium | equity |
£ | £ | £ | £ |
Balance at 1 April 2022 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2023 | ( |
) |
Changes in equity |
Total comprehensive income | - | ( |
) | - | ( |
) |
Balance at 31 March 2024 | ( |
) |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
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 | 13 | ( |
) |
Interest paid | ( |
) |
Tax paid |
Net cash from operating activities | ( |
) |
Cash flows from investing activities |
Interest received |
Net cash from investing activities |
Cash flows from financing activities |
Group undertakings new loans | (17,242 | ) | - |
Amount introduced by directors | - | 40,584 |
Amount withdrawn by directors | (40,584 | ) | (216,633 | ) |
Net cash from financing activities | ( |
) | ( |
) |
(Decrease)/increase in cash and cash equivalents | ( |
) |
Cash and cash equivalents at beginning of year |
14 |
43,940 |
Cash and cash equivalents at end of year | 14 | 7,584 | 121,574 |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 31 MARCH 2024 |
1. | STATUTORY INFORMATION |
Mss Capital Limited is a |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
Tangible fixed assets |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income, 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. |
Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
3. | EMPLOYEES AND DIRECTORS |
31.3.24 | 31.3.23 |
£ | £ |
Wages and salaries |
Social security costs |
Other pension costs |
The average number of employees during the year was as follows: |
31.3.24 | 31.3.23 |
Average number of employees |
31.3.24 | 31.3.23 |
£ | £ |
Directors' remuneration |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
4. | OPERATING LOSS |
The operating loss is stated after charging/(crediting): |
31.3.24 | 31.3.23 |
£ | £ |
Auditors' remuneration |
Foreign exchange differences | ( |
) |
5. | INTEREST PAYABLE AND SIMILAR EXPENSES |
31.3.24 | 31.3.23 |
£ | £ |
Bank interest |
6. | 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. |
7. | TANGIBLE FIXED ASSETS |
Fixtures |
and | Computer |
fittings | equipment | Totals |
£ | £ | £ |
COST |
At 1 April 2023 |
Disposals | ( |
) | ( |
) | ( |
) |
At 31 March 2024 |
DEPRECIATION |
At 1 April 2023 |
Eliminated on disposal | ( |
) | ( |
) | ( |
) |
At 31 March 2024 |
NET BOOK VALUE |
At 31 March 2024 |
At 31 March 2023 |
8. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.24 | 31.3.23 |
£ | £ |
Trade debtors |
Bad debt provision | (1,361,729 | ) | - |
Amounts owed by group undertakings |
Other debtors |
MSS Fund | 368,084 | - |
Tax |
VAT |
Prepayments |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
9. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
31.3.24 | 31.3.23 |
£ | £ |
Trade creditors |
Tax |
Social security and other taxes |
Other creditors |
Directors' current accounts | - | 40,584 |
Accruals and deferred income |
10. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 31.3.24 | 31.3.23 |
value: | £ | £ |
Ordinary | 1 | 2,065,500 | 2,065,500 |
Ordinary | 1 | 100,000 | 100,000 |
2,165,500 | 2,165,500 |
11. | RESERVES |
Retained | Share |
earnings | premium | Totals |
£ | £ | £ |
At 1 April 2023 | ( |
) | (658,731 | ) |
Deficit for the year | ( |
) | ( |
) |
At 31 March 2024 | ( |
) | (899,113 | ) |
12. | RELATED PARTY DISCLOSURES |
SOT Hookway, a director of the company, is also a director and shareholder in the holding company Fountain Holdings Limited. |
Fountain Holdings Limited is a director and shareholder in Westbury Capital Partners Ltd. |
At the balance sheet date the following balances were due from the following related parties: |
Fountain Holdings Limited £1,628,333 (2023: £1,611.090) |
Westbury Capital Partners Ltd £591,616 (2023: £591,616) |
Included within other creditors as at 31 March 2024 is a loan for £27,400 to JMP F Limited and £401,839 to MSS Real Assets Ltd. No interest is charged on the loans and is repayable on demand. |
Within other creditors is a loan to JM Property 4 Limited of £13,400, no interest is charged on the loan and it is repayable on demand. |
MSS CAPITAL LIMITED (REGISTERED NUMBER: 04133857) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 31 MARCH 2024 |
13. | RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
31.3.24 | 31.3.23 |
£ | £ |
Loss before taxation | ( |
) | ( |
) |
Finance costs | 282 | - |
Finance income | (12 | ) | - |
(240,112 | ) | (442,903 | ) |
Increase in trade and other debtors | ( |
) | ( |
) |
Increase in trade and other creditors |
Cash generated from operations | ( |
) |
14. | 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 | 7,584 | 121,574 |
Year ended 31 March 2023 |
31.3.23 | 1.4.22 |
£ | £ |
Cash and cash equivalents | 121,574 | 43,940 |
15. | ANALYSIS OF CHANGES IN NET FUNDS |
At 1.4.23 | Cash flow | At 31.3.24 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 121,574 | (113,990 | ) | 7,584 |
121,574 | ( |
) | 7,584 |
Total | 121,574 | (113,990 | ) | 7,584 |