Kingsman (Holdings) Limited - Limited company accounts 17.3

REGISTERED NUMBER: 02296342 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2017

FOR

KINGSMAN (HOLDINGS) LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Statement of Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

S W Kingsman

A D Wood

SECRETARY:

G Danilewicz

REGISTERED OFFICE:

4 Ambley Green

Gillingham Business Park

Gillingham

Kent

ME8 0NJ

REGISTERED NUMBER:

02296342 (England and Wales)

AUDITORS:

RJP LLP

Chartered Certified Accountants &

Statutory Auditors

2 AC Court

High Street

Thames Ditton

Surrey

KT7 0SR

The directors present their strategic report for the year ended 30 September 2017.

REVIEW OF BUSINESS

As at 30 September 2017, the company owed £2,300,000 to its parent company. The parent company has confirmed

that it will continue to financially support the company and group operations for a period of at least twelve months from

the date that the financial statements are approved and will not seek repayment of the loan liability until the company

and group are in a position to do so and pay their liabilities in the ordinary course of business.

Results

The profit for the year, after taxation, amounts to £20,987 (2016 - £949,787).

PRINCIPAL RISKS AND UNCERTAINTIES

The company's activity is confined to transactions associated within subsidiaries. Consequently the company's exposure

to risk is confined to that of the non recovery of the debtor balance owed by its subsidiaries, in the event that they suffer

financial difficulty.

ON BEHALF OF THE BOARD:

A D Wood - Director

14 December 2017

The directors present their report with the financial statements of the company for the year ended 30 September 2017.

PRINCIPAL ACTIVITY

The principal activities of the company are that of a holding company and the rental of a freehold property. The

company's activities are confined to transactions associated with its subsidiaries.

DIVIDENDS

No dividends will be distributed for the year ended 30 September 2017.

DIRECTORS

S W Kingsman has held office during the whole of the period from 1 October 2016 to the date of this report.

Other changes in directors holding office are as follows:

A D Wood - appointed 14 December 2016

FINANCIAL INSTRUMENTS

The directors continually monitor the business risks that the company is exposed to and where necessary introduce

relevant systems to manage those risks. The company also have insurance cover where deemed appropriate to minimise

operational risk.

The company's principal financial instruments comprise of bank balances, bank overdraft facility and loans to and from

other group companies. The main purpose of these instruments is to raise funds to finance the company's operations.

The main risks arising from the financial instruments are interest rate risk and liquidity risk.

Due to the nature of the financial instruments used by the company, there is no exposure to price risk. The company's

approach to managing other risks applicable to the financial statements is shown below.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and

flexibility through the use of the company's bank balances.

In respect of loans, these are comprised of interest free loans from related companies and to fellow subsidiary

undertakings. The company manages the credit and cash flow risk via the regular monitoring of amounts outstanding to

related companies and from group undertakings and the active participation in the management of the group

undertakings by the directors.

The directors review and agree policies for managing each of the above risks. These policies remain unchanged from

previous years.

POST BALANCE SHEET EVENTS

There have been no significant events affecting the company since the year end.

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). 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 ought to have

taken as a director in order to make himself aware of any relevant audit information and to establish that the company's

auditors are aware of that information.

ON BEHALF OF THE BOARD:

A D Wood - Director

14 December 2017

Opinion

We have audited the financial statements of Kingsman (Holdings) Limited (the 'company') for the year ended

30 September 2017 which comprise the Statement of Comprehensive Income, Balance Sheet, 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).

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.

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 30 September 2017 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.

Material uncertainty related to going concern

We draw attention to note 18 in the financial statements, which indicates that the company has accumulated losses in

excess of net assets at the balance sheet date and bank borrowings that are secured against property owned by the

company, as well as against other group companies.These events or conditions, along with other matters as set out in

note 18, indicate that a material uncertainty exists that may cast doubt on the company's ability to continue as a going

concern. Our opinion is not modified in respect of this matter.

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 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, 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 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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities, 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.

Our 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.

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.

Simon Paterson (Senior Statutory Auditor)

for and on behalf of RJP LLP

Chartered Certified Accountants &

Statutory Auditors

2 AC Court

High Street

Thames Ditton

Surrey

KT7 0SR

18 December 2017

TURNOVER

86,000

99,000

Administrative expenses

65,013

(610,200

)

20,987

709,200

Other operating income

-

240,587

OPERATING PROFIT and

PROFIT BEFORE TAXATION

4

20,987

949,787

Tax on profit

5

-

-

PROFIT FOR THE FINANCIAL YEAR

20,987

949,787

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

20,987

949,787

FIXED ASSETS

Tangible assets

6

900,000

900,000

Investments

7

201

201

900,201

900,201

CURRENT ASSETS

Debtors

8

385,778

299,778

Cash at bank

180,450

184,385

566,228

484,163

CREDITORS

Amounts falling due within one year

9

2,300,000

2,601

NET CURRENT (LIABILITIES)/ASSETS

(1,733,772

)

481,562

TOTAL ASSETS LESS CURRENT LIABILITIES

(833,571

)

1,381,763

CREDITORS

Amounts falling due after more than one year

10

-

(2,300,000

)

PROVISIONS FOR LIABILITIES

12

(781,966

)

(718,287

)

NET LIABILITIES

(1,615,537

)

(1,636,524

)

CAPITAL AND RESERVES

Called up share capital

13

67,137

67,137

Capital redemption reserve

14

52,647

52,647

Retained earnings

14

(1,735,321

)

(1,756,308

)

SHAREHOLDERS' FUNDS

(1,615,537

)

(1,636,524

)

The financial statements were approved by the Board of Directors on 14 December 2017 and were signed on its behalf by:

A D Wood - Director

Called up

Capital

share

Retained

redemption

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 October 2015

67,137

(2,706,095

)

52,647

(2,586,311

)

Changes in equity

Total comprehensive income

-

949,787

-

949,787

Balance at 30 September 2016

67,137

(1,756,308

)

52,647

(1,636,524

)

Changes in equity

Total comprehensive income

-

20,987

-

20,987

Balance at 30 September 2017

67,137

(1,735,321

)

52,647

(1,615,537

)

1.	STATUTORY INFORMATION

Kingsman (Holdings) 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

The financial statements have been prepared under the historical cost convention and in accordance with

Financial Reporting Standard 102, the Financial Report Standard applicable in the United Kingdom 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.

Financial reporting standard 102 - reduced disclosure exemptions

The company has taken advantage of the following disclosure exemption 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 company is permitted to use the exemption as it is a member of a group where the parent of the group, DMA

Group Limited, prepares publicly available consolidated financial statements.

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of these financial statements requires estimates and assumptions that affect the reported

amount of assets and liabilities and the disclosure of contingent assets and liabilities. Estimates and judgements

are continually evaluated and are based on historical experience and expectations of future events believed to be

reasonable.

The directors consider that the following estimate and judgement is likely to have the most significant effect on

the amounts recognised in the financial statements:

Valuation of freehold land and buildings

Valuation has been carried out on a regular basis by third parties. In between these valuations the directors have

considered and confirmed whether or not the valuation is valid.

Turnover

Turnover represents amounts receivable in respect of rents due from group companies.

Tangible fixed assets

Tangible fixed assets under the revaluation model are stated at fair value at the date of revaluation less any

subsequent accumulated depreciation and subsequent accumulated impairment losses. The initial cost of the

asset includes expenditure that is directly attributable to bringing the asset to the location and condition

necessary for it to be capable of operating in the manner intended by management.

The company adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item

when the cost is incurred, if the replacement part is expected to provide incremental future benefits to the

company. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to

profit or loss during the period in which they are incurred.

The assets' residual values are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a

significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are

recognised in the statement of comprehensive income.

Current and deferred 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 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.

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable,

the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issued

together with the fair value of any additional consideration paid.

Investments in unlisted shares, which have been classified as fixed asset investments as the company intends to

hold them on a continuing basis are remeasured to market value at each balance sheet date. Gains and losses on

remeasurement are recognised in profit or loss for the period.

Debtors

Debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair

value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest

method, less any impairment.

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of

not more than 24 hours.

Creditors

Creditors are measured at the transaction price. Other financial liabilities including loans, are measured initially at

fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest

method.

Financial instruments

The company only enters into basic financial instruments transactions that result in the recognition of financial

assets and liabilities like trade and other accounts receivable and payable, loans from banks and other third

parties, loans to related parties and investments in non-puttable ordinary shares.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other

accounts receivable and payable, are initially measured at the present value of the future cash flows and

subsequently at amortised cost using the effective interest method. Debt instruments that are payable or

receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at

the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the

arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt

deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an

out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present

value of the future cash flow discounted at a market rate of interest for a similar debt instrument and

subsequently at amortised cost.

Financial assets that are measured at cost and amortised costs are assessed at the end of each reporting period

for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is

recognised in the profit and loss account.

For financial assets measured at amortised costs, the impairment loss is measured as the difference between an

asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective

interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss

is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between

as asset's carrying amount and best estimate, which is an approximation of the amount that the company would

receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an

enforceable right to set off the recognised amounts and there is a intention to settle on a net basis or to realise

the asset and settle the liability simultaneously.

3.	EMPLOYEES AND DIRECTORS

There were no staff costs for the year ended 30 September 2017 nor for the year ended 30 September 2016.

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

30.9.17

30.9.16

Director

2

1

30.9.17

30.9.16

£

£

Directors' remuneration

-

-

4.	OPERATING PROFIT

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

30.9.17

30.9.16

£

£

Profit on disposal of fixed assets

-

(120,548

)

5.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 30 September 2017 nor for the year ended

30 September 2016.

Reconciliation of total tax 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:

30.9.17

30.9.16

£

£

Profit before tax

20,987

949,787

Profit multiplied by the standard rate of corporation tax in the UK of 19% (2016 - 20%)

3,988

189,957

Effects of:

Expenses not deductible for tax purposes

12,099

86,110

Income not taxable for tax purposes

-

(209,863

)

Capital allowances in excess of depreciation

(184

)

(184

)

Utilisation of tax losses

(16,365

)

(66,020

)

Changes in tax rates

462

-

Total tax charge

-

-

6.	TANGIBLE FIXED ASSETS

Freehold

property

£

COST

At 1 October 2016

and 30 September 2017

900,000

NET BOOK VALUE

At 30 September 2017

900,000

At 30 September 2016

900,000

Cost or valuation at 30 September 2017 is as follows:

Land and Buildings

£

Original cost

1,024,362

Impairment

(124,362

)

Balance outstanding at end of year

900,000

The freehold land and buildings were valued on an open market existing use basis by John Bishop & Associates

on 11th July 2014. The directors consider this valuation appropriate at 30 September 2017.

7.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 October 2016

and 30 September 2017

201

NET BOOK VALUE

At 30 September 2017

201

At 30 September 2016

201

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

Denne Joinery Limited

Registered office: Bramling House, Bramling, Canterbury, Kent, CT3 1NB

Nature of business: Joinery manufacturers

%

Class of shares:

holding

Ordinary

100.00

30.9.17

30.9.16

£

£

Aggregate capital and reserves

235,954

475,432

(Loss)/profit for the year

(239,478

)

143,443

DMA Mechanical & Air Conditioning Limited

Registered office: 4 Ambley Green, Gillingham Business Park, Gillingham, Kent, ME8 0NJ

Nature of business: Mechanical and air conditioning

%

Class of shares:

holding

Ordinary

100.00

30.9.17

30.9.16

£

£

Aggregate capital and reserves

215,354

28,204

Profit for the year

187,150

2,927,969

DMA Maintenance Limited

Registered office: 4 Ambley Green, Gillingham Business Park, Gillingham, Kent, ME8 0NJ

Nature of business: Maintenance engineers

%

Class of shares:

holding

Ordinary

100.00

30.9.17

30.9.16

£

£

Aggregate capital and reserves

1,598,865

1,225,167

Profit for the year

373,698

270,985

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.17

30.9.16

£

£

Amounts owed by group undertakings

384,759

298,759

Deferred tax asset

1,019

1,019

385,778

299,778

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30.9.17

30.9.16

£

£

Amounts owed to group undertakings

2,300,000

-

Other creditors

-

2,601

2,300,000

2,601

10.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

30.9.17

30.9.16

£

£

Amounts owed to group undertakings

-

2,300,000

11.	SECURED DEBTS

There are various charges in place over the land and property owned by the company in respect of different

finance facilities in place within the DMA Group Ltd group.

The director S W Kingsman has provided a personal guarantee, limited to £750,000, for all amounts due to the

group's bankers.

12.	PROVISIONS FOR LIABILITIES

30.9.17

30.9.16

£

£

Other provisions

781,966

718,287

Deferred

Other

tax

provisions

£

£

Balance at 1 October 2016

(1,019

)

718,287

Provided during year

-

63,679

Balance at 30 September 2017

(1,019

)

781,966

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30.9.17

30.9.16

value:

£

£

6,713,700

Ordinary (Voting)

1p

67,137

67,137

14.

RESERVES

Capital

Retained

redemption

earnings

reserve

Totals

£

£

£

At 1 October 2016

(1,756,308

)

52,647

(1,703,661

)

Profit for the year

20,987

20,987

At 30 September 2017

(1,735,321

)

52,647

(1,682,674

)