ACCOUNTS - Final Accounts preparation

ACCOUNTS - Final Accounts preparation

XENITH MANAGED SERVICES LIMITED - Company Information

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Registered number: 08442062















Xenith Managed Services Limited
Report And Financial Statements
 31 December 2019
























Rees Pollock
Chartered Accountants
 
Xenith Managed Services Limited
 

COMPANY INFORMATION


Director
J G Milligan 




Company secretary
M A Lateef



Registered number
08442062



Registered office
11-13 Wakley Street

London

EC1V 7LT




Independent auditors
Rees Pollock
Chartered accountants & Statutory Auditor

35 New Bridge Street

London

EC4V 6BW




 
Xenith Managed Services Limited
 

STRATEGIC REPORT
For the Year Ended 31 December 2019

Principal activity and business review
 
The principal activity of the company during the year was to act as a holding company.

Principal risks and uncertainties
 
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to the performance of its subsidiaries and the satisfaction of bank covenants by the group of which the company is a member. 

Financial key performance indicators ("KPIs")
 
Given the straightforward nature of the business and the company's accounts, the company's director is of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.


This report was approved by the board on 28 January 2020 and signed on its behalf.




J G Milligan
Director

Page 1
 
Xenith Managed Services Limited
 
 
DIRECTOR'S REPORT
For the Year Ended 31 December 2019

The director presents his report and the financial statements for the year ended 31 December 2019.

Results and dividends

The profit for the year, after taxation, amounted to £1,278,474 (2018 - £NIL).

During the year the company paid dividends of £1,278,474 (2018 - £NIL).

Director

The director who served during the year was:

J G Milligan 

Director's responsibilities statement

The director is responsible for preparing the Strategic Report, the Director's Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the director is required to:


∙select suitable accounting policies for the Company's financial statements and then apply them consistently;

∙make judgements and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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

Disclosure of information to auditors

The director at the time when this Director's Report is approved has confirmed that:
 
∙so far as  is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙ has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Page 2
 
Xenith Managed Services Limited
 

DIRECTOR'S REPORT (CONTINUED)
For the Year Ended 31 December 2019


Auditors

The auditors, Rees Pollock, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 28 January 2020 and signed on its behalf.
 





J G Milligan
Director

Page 3
 
Xenith Managed Services Limited
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENITH MANAGED SERVICES LIMITED
 

Opinion
We have audited the financial statements of Xenith Managed Services Limited (the 'Company') for the year ended 31 December 2019, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the 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 December 2019 and of its profit for the year then ended;
∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
∙have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

∙the director's use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
∙the director has not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information
The director is responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' 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.

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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

Opinion 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.

Page 4
 
Xenith Managed Services Limited
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF XENITH MANAGED SERVICES LIMITED (CONTINUED)

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 Director's Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

∙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 director's 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 Director's Responsibilities Statement set out on page 2, the director is responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the director determines 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 director is 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 director either intends 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 an Auditors' 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.

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 Auditors' Report.

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 an Auditors' 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



Peter Scott (Senior Statutory Auditor)
for and on behalf of
Rees Pollock
Chartered accountants
Statutory Auditor
35 New Bridge Street
London
EC4V 6BW

3 February 2021
Page 5
 
Xenith Managed Services Limited
 

STATEMENT OF INCOME AND RETAINED EARNINGS
For the Year Ended 31 December 2019

2019
2018
Note
£
£

  

Turnover
  
-
-

Operating profit
  
-
-

Dividend income
  
1,278,474
-

Profit before tax
  
1,278,474
-

Profit after tax
  
1,278,474
-

  

  

Profit/(loss) for the year
  
1,278,474
-

Dividends declared and paid
  
(1,278,474)
-

There were no recognised gains and losses for 2019 or 2018 other than those included in the statement of income and retained earnings.

The notes on pages 8 to 11 form part of these financial statements.

Page 6
 
Xenith Managed Services Limited
Registered number:08442062

BALANCE SHEET
As at 31 December 2019

2019
2018
Note
£
£

Fixed assets
  

Investments
 7 
27,500
27,500

Current assets
  

Debtors: amounts falling due within one year
 8 
22,500
22,500

Total assets less current liabilities
  
50,000
50,000

  

Net assets
  
50,000
50,000


Capital and reserves
  

Called up share capital 
 9 
50,000
50,000

  
50,000
50,000


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 January 2020.




J G Milligan
Director

The notes on pages 8 to 11 form part of these financial statements.

Page 7
 
Xenith Managed Services Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2019

1.Accounting policies

 
1.1

Basis of preparation of financial statements

Xenith Managed Services Limited is a private limited company incorporated in the UK.
The company's registered address is 11-13 Wakley Street, London, EC1V 7LT.

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies.

The directors do not consider there to be any key accounting estimates or judgements that materially affect the financial statements.
The company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group.
The company has taken advantage of the exemption under FRS 102 from disclosing transactions with wholly owned members of the Xenith Document Services Limited group.

The following principal accounting policies have been applied:

  
1.2

Cash flow

The company has no bank accounts and holds no cash or cash equivalents. Therefore these accounts do not include a cash flow statement.

 
1.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
1.4

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


2.


Auditors' remuneration


Audit fees for the company in the year have been bourne by Xenith Document Systems Ltd, a subsidiary undertaking of the company.


3.


Employees



The Company has no employees other than the director, who did not receive any remuneration (2018 - £NIL).

Page 8
 
Xenith Managed Services Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2019

4.


Income from investments

2019
2018
£
£





Dividends received from unlisted investments
1,278,474
-



5.


Taxation


2019
2018
£
£




Taxation on profit on ordinary activities
-
-

Factors affecting tax charge for the year

The tax assessed for the year differs from the standard rate of corporation tax in the UK of19% (2018 - 
19%). The differences are explained below:

2019
2018
£
£


Profit on ordinary activities before tax
1,278,474
-


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2018 - 19%)
242,910
-

Effects of:


Dividends from UK companies
(242,910)
-

Total tax charge for the year
-
-


6.


Dividends

2019
2018
£
£


Dividends paid on equity capital - ordinary A shares
1,278,474
-

Page 9
 
Xenith Managed Services Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2019

7.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2019
27,500



At 31 December 2019
27,500





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Principal activity

Class of shares

Holding

Xenith Finance Limited
Holding company
A Ordinary
B Ordinary
100%
Xenith Document Systems Ltd *
Provision of Intelligent Workplace Services
Ordinary
100%

* - held indirectly
Both subsidiaries are incorporated in the UK and have the same registered address as the company.
 


8.


Debtors

2019
2018
£
£


Amounts owed by group undertakings
22,324
22,324

Other debtors
176
176

22,500
22,500


Page 10
 
Xenith Managed Services Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2019

9.


Share capital

2019
2018
£
£
Allotted, called up and fully paid



1,250,000 (2018 - 1,250,000) Ordinary A shares of £0.01 each
12,500
12,500
3,750,000 (2018 - 3,750,000) Ordinary B shares of £0.01 each
37,500
37,500

50,000

50,000

The Ordinary A shares and Ordinary B shares rank pari passu except that the Ordinary B shares have no entitlement to dividends and, in the event of a vote amongst shareholders, each Ordinary A share confers upon the holder 9 votes and each Ordinary B share confers upon the holder 4 votes.



10.


Controlling party

The company's immediate and ultimate parent undertaking is Xenith Document Services Limited, a company registered in England and Wales. Xenith Document Services Limited heads the largest and smallest group of companies for which consolidated accounts including the company's position and results are available. Copies of the consolidated accounts can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.
The ultimate controlling party is J G Milligan. 

Page 11