Kroll Agency Services Limited - Limited company accounts 23.2

REGISTERED NUMBER: 10987833 (England and Wales)

Strategic Report, Directors' Report and

Financial Statements

for the Year Ended 31st December 2022

for

KROLL AGENCY SERVICES LIMITED

Page

Company Information

1

Strategic Report

2

Directors' Report

4

Directors' Responsibilities Statement

5

Report of the Independent Auditors

6

Statement of Comprehensive Income

9

Statement of Financial Position

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12

DIRECTORS:

P A Barton

E Foster

J Pearce

P M Puzzuoli

J Traynor

REGISTERED OFFICE:

The News Building

3 London Bridge Street

London

SE1 9SG

REGISTERED NUMBER:

10987833 (England and Wales)

AUDITORS:

Simpson Wreford & Partners

Chartered Accountants & Statutory Auditors

Suffolk House

George Street

Croydon

Surrey

CR0 0YN

The directors present their strategic report for the year ended 31st December 2022.

REVIEW OF BUSINESS

The principal activity of the company continued to be the provision of agency services to the global loan and bond markets.

The company's profit and loss account on page 9 shows revenue of £26,539,056 (2021 - £17,932,981), and profit for the financial period of £13,080,744 (2021 - £11,847,551).

All comparative period results to 31 December 2021 were for an 18 month period.

The significant increases in both revenue and profits are due to new business and a large book of annuity revenue. The evolution of the markets in which the company trades within and recent interest rate rises have provided opportunities to charge additional fees and grow various revenue streams.

At the year end, the company reports a net asset position of £29,367,867 (2021 - £16,287,123).

FUTURE DEVELOPMENTS

New competitors are entering the market, but the directors expect trading to continue at current levels with modest growth, whilst the business is looking to enter new markets. The company expect to maintain strong pricing and margins as a result of the relationships the company founders and team have built up over a period of more than 25 years.

KEY PERFORMANCE INDICATORS

2022

2021*

Change

(£

)

(£

)

(%

)

Revenue

26,539,056

11,955,321

122%

* the 2021 revenue as reported above has been pro-rated to a 12 month period.

PRINCIPAL RISKS AND UNCERTAINTIES

Due to the nature of the company's business and the assets and liabilities contained within the company's balance sheet, the financial risks that the directors consider relevant are cash flow risk, credit risk, foreign currency risk, reputational and operational risk.

Cash flow risk

The company manages its cash resources by considering the forecast timing of cash flows from receipts and forecast cash flows from the payment of payroll costs, administrative expenses, bank interest and other liabilities, together with the timing of the repayment of intercompany balances. The timing of cash receipts and payments is reviewed on a monthly basis and any anticipated changes are considered in the light of future working capital requirements and availability of cash and company borrowing facilities.

Credit risk

The company's financial assets are bank balances and trade and other debtors. The risk in relation to loans made to other company companies is mitigated to a very large extent by the close association between company companies, and the enhanced financial information made available by this association. The company manages the credit risk on liquid funds by only dealing with reputed banks. The credit risk on trade debtor balances is mitigated by the company's credit control policies.

Foreign currency risk

The company transacts with its clients and suppliers in Pound Sterling, Euro and the US Dollar. The foreign currency risk is mitigated by carrying out the majority of transactions in functional currency. The company makes no use of derivatives or hedging transactions.

Reputational risk

Some engagements bring a high level of risk because of reputational, legal, security or other issues. Kroll Agency Services Limited operates a Risk Committee Review process to assess these risks and determine what engagements should and should not be accepted.

Operational risk

Kroll Agency Services Limited is committed to fostering an organisational culture that reinforces integrity, security awareness, and the highest personal standards as the cornerstones of daily operations. By investment in attracting, retaining and developing the best talent, Kroll Agency Services Limited aims to mitigate operational risks facing the company.

ON BEHALF OF THE BOARD:

P M Puzzuoli - Director

25th September 2023

The directors present their report with the financial statements of the company for the year ended 31st December 2022.

DIVIDENDS

No dividends will be distributed for the year ended 31st December 2022.

EVENTS AFTER THE END OF THE REPORTING PERIOD

On 16 August 2023, the company issued an additional 19,900 Ordinary £1 shares at par, that were fully paid up. As a result, at the date these financial statements were authorised for issue the company had 20,000 shares with an aggregate nominal value of £20,000. All shares carry full voting, dividend and capital distribution rights.

DIRECTORS

The directors wo served during the year and to the date of this report were:

P A Barton

E Foster

J Pearce

P M Puzzuoli

J Traynor

DISCLOSURE IN THE STRATEGIC REPORT

The principal risks and uncertainties facing the company and the key financial performance indicators have been considered in the Strategic Report.

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, Simpson Wreford & Partners, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P M Puzzuoli - Director

25th September 2023

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

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

-	select suitable accounting policies and then apply them consistently;

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

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

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

Opinion

We have audited the financial statements of Kroll Agency Services Limited (the 'company') for the year ended 31st December 2022 which comprise the Statement of Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31st December 2022 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report, the Directors' Report and the Directors' Responsibilities Statement, 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Strategic Report and the Directors' Report 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 Directors' Report.

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

-	adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or

-	the financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page five, 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 obtained an understanding of the legal and regulatory framework applicable to the company and the sector in which it operates, through discussions with management and those charged with governance, and also from our detailed understanding of the sector. We identified the United Kingdom Generally Accepted Accounting Practice and the Companies Act 2006, Data Protection Act 2018, Bribery Act 2010 and UK tax legislation as being of significance in the context of the company and its ongoing activities.

-

We made enquiries with management and those charged with governance to confirm our understanding that the company continued to comply with the applicable legal and regulatory frameworks, and also to confirm our understanding of the specific policies and procedures enlisted by the company to ensure ongoing compliance.

-

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud may occur, and gained an understanding of the company's policies and procedures on fraud risks through discussion with the company's management.

-

We considered the risk of material misstatement due to fraud as a result of possible management override of controls, and improper revenue recognition. To address these risks we tested the appropriateness of journal entries posted, reviewed those judgements made in making accounting estimates, and tested the application of revenue recognition and the cut-off of revenue.

-

We communicated those laws and regulations considered relevant to the company, and potential fraud risks to all engagement team members, and consider that the engagement team had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations and remained alert to any indications of fraud throughout the audit.

Due to 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.

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.

John Millidge (Senior Statutory Auditor)

for and on behalf of Simpson Wreford & Partners

Chartered Accountants & Statutory Auditors

Suffolk House

George Street

Croydon

Surrey

CR0 0YN

25th September 2023

REVENUE

4

26,539,056

17,932,981

Administrative expenses

(14,738,576

)

(4,990,790

)

OPERATING PROFIT

6

11,800,480

12,942,191

Interest receivable and similar income

7

1,172,403

126,021

12,972,883

13,068,212

Interest payable and similar expenses

8

-

(17,290

)

PROFIT BEFORE TAXATION

12,972,883

13,050,922

Tax on profit

9

107,861

(1,203,371

)

PROFIT FOR THE FINANCIAL YEAR

13,080,744

11,847,551

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

13,080,744

11,847,551

CURRENT ASSETS

Debtors

10

37,684,321

25,214,731

Cash at bank

916,002

6,307,164

38,600,323

31,521,895

CREDITORS

Amounts falling due within one year

11

9,232,456

15,234,772

NET CURRENT ASSETS

29,367,867

16,287,123

TOTAL ASSETS LESS CURRENT LIABILITIES

29,367,867

16,287,123

CAPITAL AND RESERVES

Called up share capital

12

100

100

Retained earnings

29,367,767

16,287,023

SHAREHOLDERS' FUNDS

29,367,867

16,287,123

The financial statements were approved by the Board of Directors and authorised for issue on 25th September 2023 and were signed on its behalf by:

P M Puzzuoli - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1st July 2020

100

4,439,472

4,439,572

Changes in equity

Total comprehensive income

-

11,847,551

11,847,551

Balance at 31st December 2021

100

16,287,023

16,287,123

Changes in equity

Total comprehensive income

-

13,080,744

13,080,744

Balance at 31st December 2022

100

29,367,767

29,367,867

1.	STATUTORY INFORMATION

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

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

The comparative information presented within these financial statements represents the results of the company for an 18 month period from 1 July 2020 to 31 December 2021, which was extended to bring the company's financial year-end date in line with the wider Kroll group.

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 (see note 3).

Financial Reporting Standard 102 - reduced disclosure exemptions

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

•

the requirements of Section 7 Statement of Cash Flows;

•

the requirement of paragraph 3.17(d);

•

the requirements of paragraphs 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);

•

the requirements of paragraphs 12.26, 12.27, 12.29(a), 12.29(b) and 12.29A;

•

the requirement of paragraph 33.7.

This information is included in the consolidated financial statements of Kroll Agency and Trustee Services Limited as at 31 December 2022 and those financial statements may be obtained from that company's registered office.

Revenue

Revenue is measured at the fair value of the consideration received or receivable and represents the amount receivable for services rendered, net of returns, discounts and rebates allowed by the company, and value added taxes.

The company recognises revenue when it is probable that future economic benefits will flow to the entity and when the criteria as described below have been met.

Facility and security agency fees and associated services are recognised on a straight-line basis across the length of the services provided.

Transactional and processing fees are recognised on the date of the transaction.

Deferred revenue

Differences between the timing of billings and the recognition of revenue are recognised as either unbilled services or deferred revenue on the statement of financial position. Revenue recognised for services performed but not yet billed to clients has been recorded as unbilled services and disclosed as accrued income. Client prepayments are classified as deferred revenue and recognised as earned over the service period.

Recharged expenses

The company incur costs on behalf of its clients in relation to the services it provides, which are then subsequently passed on to its clients in the form of recharged expenses. These are recognised as both revenue and administrative expenses.

Before paying each supplier, the company request that the client both approve the expense and pay the company in full. As a result, both the revenue and cost is recognised at the date of client approval.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i)

Financial assets

Basic financial assets, including trade and other receivables, cash and bank balances and investments in commercial paper, are initially recognised at transaction price, 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.

Such assets are subsequently carried at amortised cost using the effective interest method.

At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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 and loss.

If there is 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.

Other financial assets, including investments in equity instruments which are not subsidiaries, associated 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.

Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.

(ii)

Financial liabilities

Basic financial liabilities, including trade and other payables, bank loans, loans from fellow Group companies and preference shares 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 receipts discounted at a market rate of interest.

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

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. In this case, the fee is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a prepayment for liquidity services and amortised over the period of the facility to which it relates.

Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

(iii)

Offsetting

Financial assets and liabilities are offset and 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.

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 statement of financial position date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position 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

Functional and presentational currency

The company's functional currency is pound sterling, and its financial statements are presented in pound sterling, rounded to the nearest pound.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non­monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the profit and loss account.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents, and all other foreign exchange gains and losses are presented in the profit and loss account within 'Operating profit'.

Finance income and costs

The company deposit cash with a fellow group subsidiary company, within the wider Kroll worldwide group, within a cash pool arrangement. This arrangement results in the company having both an intercompany creditor and / or debtor at various stages throughout the financial year and at the year-end date. Interest is charged or accrues on these balances on a daily basis, and is charged / credited to profit or loss.

In addition, the company has a debtor in the form of an intercompany loan note, receivable from a fellow group subsidiary company within the wider Kroll worldwide group. Interest accrues on this amount on a daily basis, and is credited to profit and loss.

3.	CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimated and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.

Trade debtors

Management assess the likely recovery of trade debtors and where it is felt unlikely that amounts will be recovered, a provision is made.

Valuation of amounts recoverable on contracts and recognition of revenue

Revenue is recognised in accordance with the policy set out earlier and involves the judgments stated within that note. Where work is in progress at the end of the year and the right to consideration is being accrued as the work is performed, management will assess their expectation of the amount they have earned as at the year end and if it is not

4.

REVENUE

All revenue is attributable to the principal activity of the company

Contributions to revenue and profit before taxation by geographical market have been omitted, as the directors believe disclosure would be detrimental to business.

5.	EMPLOYEES AND DIRECTORS

The company had no staff costs or related expenditure in the year or in the prior year.

The company is a subsidiary company of Kroll Agency and Trustee Services Limited, along with fellow subsidiary companies Kroll Trustee Services Limited and Kroll Nominees Limited. All employees of the group are employed and remunerated by Kroll Agency and Trustee Services Limited. Each year, shared costs, including staff remuneration and related expenditure, are allocated across all group companies by management. This apportionment is representative of the income and time allocations within each entity.

Similarly, three of the company directors receive remuneration from Kroll Agency and Trustee Services Limited, which is recharged to the company on the same basis.

The other two directors of the company received remuneration from Kroll Advisory Ltd (UK) and Kroll LLC (US). The services of these directors to the company are not significant compared to their services for other companies in the wider Kroll group and therefore their emoluments are deemed to be wholly attributable to Kroll Advisory Ltd and Kroll LLC respectively.

Full employee and director remuneration information is included within the consolidated financial statements of Kroll Agency and Trustee Services Limited as at 31 December 2022 and those financial statements may be obtained from that company's registered office.

6.	OPERATING PROFIT

The operating profit is stated after charging:

Period

1.7.20

Year Ended

to

31.12.22

31.12.21

£

£

Foreign exchange differences

204,676

55,319

Fees payable to the company's auditor for the audit of the company's financial statements and other non-audit services were recognised within Kroll Agency and Trustee Services Limited, the company's immediate parent company.

7.

INTEREST RECEIVABLE AND SIMILAR INCOME

Period

1.7.20

Year Ended

to

31.12.22

31.12.21

£

£

Intercompany interest earnt

1,172,403

126,021

8.

INTEREST PAYABLE AND SIMILAR EXPENSES

Period

1.7.20

Year Ended

to

31.12.22

31.12.21

£

£

Intercompany interest paid

-

17,290

9.

TAXATION

Analysis of the tax (credit)/charge

The tax (credit)/charge on the profit for the year was as follows:

Period

1.7.20

Year Ended

to

31.12.22

31.12.21

£

£

Current tax:

UK corporation tax

-

1,203,371

Prior period adjustments

(94,568

)

-

Total current tax

(94,568

)

1,203,371

Deferred tax:

Timing differences

58,675

-

Prior period adjustments

(90,497

)

-

Tax rate changes

18,529

-

Total deferred tax

(13,293

)

-

Tax on profit

(107,861

)

1,203,371

Reconciliation of total tax (credit)/charge included in profit and loss

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

Period

1.7.20

Year Ended

to

31.12.22

31.12.21

£

£

Profit before tax

12,972,883

13,050,922

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2021 - 19%)

2,464,848

2,479,675

Effects of:

Expenses not deductible for tax purposes

107

-

Adjustments to tax charge in respect of previous periods

(185,065

)

(159,558

)

Utilisation of group relief

(2,406,280

)

(1,116,746

)

Tax rate changes

18,529

-

Total tax (credit)/charge

(107,861

)

1,203,371

10.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.22

31.12.21

£

£

Trade debtors

2,417,454

3,115,756

Amounts owed by group undertakings

5,245,055

8,804,008

Other debtors

346

3,459

Intercompany loan notes

29,886,539

13,048,021

Deferred tax

13,293

-

Prepayments and accrued income

121,634

243,487

37,684,321

25,214,731

Amounts owed by group undertakings are unsecured, interest free and repayable on demand. The loan notes due from group undertakings are unsecured, interest bearing and repayable on demand.

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.12.22

31.12.21

£

£

Trade creditors

384,358

1,886,941

Amounts owed to group undertakings

1,803,250

8,010,914

Social security and other taxes

844,500

429,649

Other creditors

5,803

388,445

Accruals and deferred income

6,194,545

4,518,823

9,232,456

15,234,772

Amounts owed to group undertakings are unsecured, interest free and repayable on demand.

12.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.22

31.12.21

value:

£

£

100

Ordinary

£1

100

100

All shares carry full voting, dividend and capital distribution rights.

13.	RELATED PARTY DISCLOSURES

No disclosure has been made of transactions with a wholly owned group company in accordance with FRS 102 Section 33 paragraph 33.1A as it is a wholly owned subsidiary.

14.	EVENTS AFTER THE END OF THE REPORTING PERIOD

On 16 August 2023, the company issued an additional 19,900 Ordinary £1 shares at par, that were fully paid up. As a result, at the date these financial statements were authorised for issue the company had 20,000 shares with an aggregate nominal value of £20,000. All shares carry full voting, dividend and capital distribution rights.

15.	ULTIMATE CONTROLLING PARTY

The immediate parent undertaking is Kroll Agency and Trustee Services Limited, a company incorporated in the UK.

Kroll Agency and Trustee Services Limited is the parent undertaking of the smallest group in which the results of the company are consolidated. As at the year end, the largest group in which the results of the company are consolidated is Kroll MidCo Corporation, a company incorporated in the USA. The ultimate parent undertaking and controlling part of the company is T-VIII Co-Invest-A LP, a limited partnership incorporated in the USA.