Company Registration No. 09129916 (England and Wales)
Devonshire Corporate Finance Limited
Annual report and financial statements
For the year ended 30 April 2023
Devonshire Corporate Finance Limited
Company Information
Directors
M. Fecher
M.J. Meadows
M. Penfold
J. Cowie
N. Thompson
P. Winterflood
D. Leaman
K. Stone
S. Orriss
Secretary
I. Rixon
Company number
09129916
Registered office
9 Appold Street
London
EC2A 2AP
Auditor
Price Bailey LLP
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Devonshire Corporate Finance Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Income statement
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 12
Devonshire Corporate Finance Limited
Directors' Report
For the year ended 30 April 2023
Page 1
The directors present their annual report and financial statements for the year ended 30 April 2023.
Principal activities
The company did not trade during the year.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
M. Fecher
M.J. Meadows
M. Penfold
J. Cowie
N. Thompson
P. Winterflood
D. Leaman
D. Ryan
(Resigned 31 December 2022)
K. Stone
(Appointed 3 May 2022)
S. Orriss
(Appointed 3 May 2022)
Results and dividends
The results for the year are set out on page 7.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
Qualifying third party indemnity provisions
The parent, Moore Kingston Smith LLP, has made qualifying third party indemnity provisions for the benefit of the company's directors during the year. These provisions remain in force at the reporting date.
Auditor
The auditor, Price Bailey LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
Each of the Directors in office at the date of approval of this annual report confirms that:
seach Director is aware, there is no relevant audit information of which the company’s auditor is unaware, and
the irector has taken all the steps that he/she ought to have taken as a director in order to make himself/herself aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
M.J. Meadows
Director
11 September 2023
Devonshire Corporate Finance Limited
Directors' Responsibilities Statement
For the year ended 30 April 2023
Page 2
The directors are responsible for preparing the annual 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;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
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.
Devonshire Corporate Finance Limited
Independent Auditor's Report
to the Members of Devonshire Corporate Finance Limited
Page 3
Opinion
We have audited the financial statements of Devonshire Corporate Finance Limited (the 'company') for the year ended 30 April 2023 which comprise the Income Statement, the Statement Of Financial Position, the 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 FRS 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 30 April 2023 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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.
The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Devonshire Corporate Finance Limited
Independent Auditor's Report (Continued)
to the Members of Devonshire Corporate Finance Limited
Page 4
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report has 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 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 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’ exemptions in preparing the director’s report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement, 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 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 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.
Devonshire Corporate Finance Limited
Independent Auditor's Report (Continued)
to the Members of Devonshire Corporate Finance Limited
Page 5
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:
Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.
Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.
Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.
Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
Devonshire Corporate Finance Limited
Independent Auditor's Report (Continued)
to the Members of Devonshire Corporate Finance Limited
Page 6
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.
Our approach was as follows:
We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, UK financial reporting standards as issued by the Financial Reporting Council, UK taxation legislation and rules and regulations as prescribed by the Financial Conduct Authority.
We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.
We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.
We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.
Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.
There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.
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 auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Martin Clapson FCA (Senior Statutory Auditor)
for and on behalf of Price Bailey LLP
11 September 2023
Chartered Accountants
Statutory Auditor
Tennyson House
Cambridge Business Park
Cambridge
CB4 0WZ
Devonshire Corporate Finance Limited
Income Statement
For the year ended 30 April 2023
Page 7
2023
2022
Notes
£
£
Administrative expenses
(66)
(61)
Loss before taxation
(66)
(61)
Tax on loss
4
(171)
Loss for the financial year
(66)
(232)
The Income Statement has been prepared on the basis that all operations are continuing operations.
Devonshire Corporate Finance Limited
Statement Of Financial Position
As at 30 April 2023
Page 8
2023
2022
Notes
£
£
£
£
Current assets
Cash at bank and in hand
4,857
4,923
Net current assets
4,857
4,923
Capital and reserves
Called up share capital
5
100
100
Profit and loss reserves
4,757
4,823
Total equity
4,857
4,923
The financial statements were approved by the board of directors and authorised for issue on 11 September 2023 and are signed on its behalf by:
M.J. Meadows
Director
Company Registration No. 09129916
Devonshire Corporate Finance Limited
Statement of Changes in Equity
For the year ended 30 April 2023
Page 9
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 May 2021
100
5,055
5,155
Year ended 30 April 2022:
Loss and total comprehensive income for the year
-
(232)
(232)
Balance at 30 April 2022
100
4,823
4,923
Year ended 30 April 2023:
Loss and total comprehensive income for the year
-
(66)
(66)
Balance at 30 April 2023
100
4,757
4,857
Devonshire Corporate Finance Limited
Notes to the Financial Statements
For the year ended 30 April 2023
Page 10
1
Accounting policies
Company information
Devonshire Corporate Finance Limited is a private company limited by shares domiciled and incorporated in England and Wales. The registered office is 9 Appold Street, London, EC2A 2AP.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.
The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.
1.2
Exemptions for qualifying entities under FRS 102
The company has taken advantage of the following exemptions under the provisions of FRS 102:
(i) The requirements of Section 7 Statement of Cash Flows and Section 3 Financial Statement Presentation paragraph 3.17 (d) to prepare a statement of cash flows on the basis that the company is a qualifying entity and the company's ultimate parent, Moore Kingston Smith LLP, includes the company's cash flows in its consolidated financial statements; and
(ii) From disclosing the company key management personnel compensation, as required by paragraph 33.7.
1.3
Going concern
Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Cash at bank and in hand
Cash at bank and in hand are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.5
Financial instruments
Basic financial instruments are measured at amortised cost. The Company has no other financial instruments or basic financial instruments measured at fair value.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Devonshire Corporate Finance Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2023
1
Accounting policies
(Continued)
Page 11
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the income statement, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
There are no critical accounting estimates or judgements applied by the directors which have a significant impact on the amounts declared in the financial statements.
3
Employees
There were no employees during the year apart from the directors.
4
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
171
Devonshire Corporate Finance Limited
Notes to the Financial Statements (Continued)
For the year ended 30 April 2023
4
Taxation
(Continued)
Page 12
The actual charge for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2023
2022
£
£
Loss before taxation
(66)
(61)
Expected tax charge based on the standard rate of corporation tax in the UK of 19.50% (2022: 19.00%)
(13)
(12)
Unutilised tax losses carried forward
13
12
Deferred tax adjustments in respect of prior years
171
Tax expense for the year
-
171
5
Share capital
2023
2022
£
£
Ordinary share capital
Allotted and fully paid
100 Ordinary shares of £1 each
100
100
6
Ultimate parent undertaking and related parties
As at 30 April 2023 in the directors' opinion, the company's ultimate parent undertaking and controlling party was Moore Kingston Smith LLP.
At 30 April 2023 the company was a wholly owned subsidiary of Moore Kingston Smith LLP and is included in their consolidated financial statements which are publicly available from the LLP's registered office. Consequently, the company is exempt under the terms of FRS 102 from disclosing related party transactions with entities that are part of the Moore Kingston Smith LLP group.
Subsequent to the year end, following investment from Waterland BV, Manneken UK Holdco Limited, became the ultimate parent undertaking and controlling party on 30 June 2023.
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