Registration number:
Cornhill Bond Consulting Limited
for the Year Ended 30 June 2023
Cornhill Bond Consulting Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Consolidated Profit and Loss Account |
|
Consolidated Statement of Comprehensive Income |
|
Consolidated Balance Sheet |
|
Balance Sheet |
|
Consolidated Statement of Changes in Equity |
|
Statement of Changes in Equity |
|
Consolidated Statement of Cash Flows |
|
Notes to the Financial Statements |
Cornhill Bond Consulting Limited
Company Information
Directors |
P S Deacon J Walmsley J D Marsden C M Mills D Wilkins D Nicol |
Registered office |
|
Auditors |
|
Cornhill Bond Consulting Limited
Strategic Report for the Year Ended 30 June 2023
The directors present their strategic report for the year ended 30 June 2023.
Principal activity
The principal activity of the group is legal recruitment
Review of the business
Cornhill Bond Consulting Limited is the holding company of a global group of legal recruitment companies (The Group), trading principally under the Marsden Group and Deacon Search names. The Group has offices in London, Sydney, Brisbane, Dubai, Toronto, New York, Los Angeles and San Francisco. The US offices were opened in the 2022/2023 financial year and the growing team has already been involved in significant deals working closely with our long-standing US client base who were strong supporters of the US launch. We have expanded our European team in the 2023/2024 financial year and are actively recruiting on behalf of clients in financial centres including Paris, Brussels, Madrid and Vienna.
The Group connects the brightest talent in the legal world with law firms and legal teams around the globe. Its recruitment and search expertise covers law firms, in-house teams, office launches, mergers and strategic partner and team hiring.
In February 2023 a controlling interest of the issued Ordinary and Preference Share Capital of Cornhill Bond Consulting Limited was acquired by the Cornhill Bond Employee Ownership Trust (“the Trust”) with all eligible employees becoming beneficiaries of the Trust. The Board determined that this was the best way to future-proof the business, to plan for succession and to preserve our culture. Reaction from the employees to the transfer to employee ownership has been universally positive.
Financial review
Gross Profit and operating profit margin before tax are the main key performance indicators used by The Group’s management. Gross Profit for 2023 was £16.7million which represented a 1.8% increase on the preceding year (2022 - £16.4m). Operating profit before tax was £4.3 million (2022 - £6.8m), a profit margin of 25.9% (2022 - 41.5%), calculated as a percentage of the net placement profit.
One-off costs in relation to the sale of shares to the Trust contributed to the reduction in operating profit but the main cause was our investment in people. The number of employees in the Group increased from 58 in 2021/2022 to 74 in 2022/2023.
Growth in turnover was negligible due to law firms slowing down associate recruitment which has adversely impacted our teams which recruit at this level. There is also a significant lag between introducing new recruits to the business and fee revenue kicking in.
Cash balances at 30 June 2023 were healthy at £5.4m (2022 - £4.1m) and net current assets were £3.8m (2022 - £4.5m).
Cornhill Bond Consulting Limited
Strategic Report for the Year Ended 30 June 2023
Principal risks and uncertainties
The Group’s principal risks are uncertainty in the global economy, cash flow and employee retention. These risks are kept under regular review by the Board with appropriate measures used to monitor and mitigate them.
The business is well hedged against wider global economy concerns. Whilst law firms tend to recruit fewer junior lawyers when markets are down, the partner recruitment market, a significant part of our business, is in many ways counter-cyclical. As law firms struggle to grow their market share, they look to hire partners and teams from competitors. As significant players in this senior lateral market, we benefit.
Cash balances are monitored closely across the Group. Bad debts have always been minimal and maintaining good client relationships, along with prompt invoicing and follow up, ensures that this remains the case.
Employee retention is a risk factor, but we continue to enjoy excellent staff retention and the transition to employee ownership has been extremely well received. We have continued to invest in better benefits, staff welfare and coaching and are working on developing a leadership and contribution bonus for key employees.
Approved and authorised by the
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Cornhill Bond Consulting Limited
Directors' Report for the Year Ended 30 June 2023
The directors present their report and the for the year ended 30 June 2023.
Directors of the group
The directors who held office during the year were as follows:
The following director was appointed after the year end:
Dividends
During the year dividends amounting to £ nil (2022 - £4,397,593) were paid out on the Ordinary share capital of the Group and £27,577 (2022 - £37,174) was paid out on the Preference share capital of the Group.
Information included in the Strategic Report
The Group has offices across the world and these are disclosed in the Strategic Report on pages 2 to 3.
That strategic report also includes any post balance sheet events for the Group.
Disclosure of information to the auditor
Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.
Reappointment of auditors
The auditors Cohen Arnold are deemed to be reappointed under section 487(2) of the Companies Act 2006.
Approved and authorised by the
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Cornhill Bond Consulting Limited
Statement of Directors' Responsibilities
The directors acknowledge their responsibilities 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 group and the company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
• |
select suitable accounting policies and 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; and |
• |
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 group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information included on the company's website. Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.
Cornhill Bond Consulting Limited
Independent Auditor's Report to the Members of Cornhill Bond Consulting Limited
Opinion
We have audited the financial statements of Cornhill Bond Consulting Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 June 2023, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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 group's and the parent company's affairs as at 30 June 2023 and of the group's 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director's 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.
Cornhill Bond Consulting Limited
Independent Auditor's Report to the Members of Cornhill Bond Consulting Limited
Other information
The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s 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.
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the Group and Parent Company 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 Group and Parent Company 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.
Opinion on other matter 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
• |
the Strategic Report and 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 our 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 and 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or |
• | the parent company 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 [set out on page 5], 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.
Cornhill Bond Consulting Limited
Independent Auditor's Report to the Members of Cornhill Bond Consulting Limited
Auditor 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.
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:
• |
We obtained an understanding of the legal and regulatory framework applicable to the Group and Parent Company and the industry in which it operates through discussion with the directors and senior management and determined the most relevant to the presentation of the financial statements are those that relate to the financial reporting legislation (UK GAAP and the Companies Act 2006), the relevant tax regulations, the, the UK General Data Protection Regulation (GDPR) and Health & Safety Regulations. We communicated these identified frameworks amongst our audit team and remained alert to any indications of non-compliance throughout the audit. We ensured that the engagement team had sufficient competence and capability to identify or recognise non-compliance with laws and regulations. |
• |
We discussed with the directors and senior management the policies and procedures regarding compliance with these legal and regulatory frameworks. |
• |
We assessed the susceptibility of the Group and Parent Company's financial statements to material misstatement, including how fraud might occur, by reviewing the Group and Parent Company's identified risks and enquiry with the directors and senior management during the planning and finalisation phases of our audit. The susceptibility to such material misstatement was determined to be low. |
• |
Based on this understanding we designed our audit procedures to identify non-compliance with the identified legal and regulatory frameworks, which were part of our procedures on the related financial statement items. Our procedures included reviewing the Group and Parent Company’s internal controls policies and procedures, reviewing the minutes of board meetings and correspondence with regulatory bodies including HMRC, testing transactions outside the normal course of the business and journal entries, and discussions with the directors and senior management. |
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
Cornhill Bond Consulting Limited
Independent Auditor's Report to the Members of Cornhill Bond Consulting Limited
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 purpose of expressing an opinion on the effectiveness of the group’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 group’s or the parent 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 group or the parent 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. |
• |
Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. |
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. The auditor is responsible for the direction, supervision and performance of the group audit. The auditor remains solely responsible for the auditor's opinion.
Cornhill Bond Consulting Limited
Independent Auditor's Report to the Members of Cornhill Bond Consulting Limited
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.
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For and on behalf of
New Burlington House
1075 Finchley Road
NW11 0PU
Our audit was completed on
Cornhill Bond Consulting Limited
Consolidated Profit and Loss Account for the Year Ended 30 June 2023
Note |
2023 |
2022 |
|
Turnover |
|
|
|
Cost of sales |
( |
( |
|
Gross profit |
|
|
|
Administrative expenses |
( |
( |
|
Operating profit |
|
|
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
(12,183) |
(32,406) |
||
Profit before tax |
|
|
|
Tax on profit |
( |
( |
|
Profit for the financial year |
|
|
|
Profit/(loss) attributable to: |
|||
Owners of the company |
|
|
|
Minority interests |
|
|
|
|
|
Cornhill Bond Consulting Limited
Consolidated Statement of Comprehensive Income for the Year Ended 30 June 2023
2023 |
2022 |
|
Profit for the year |
|
|
Foreign exchange gains on minority interests |
( |
|
Total comprehensive income for the year |
|
|
Total comprehensive income attributable to: |
||
Owners of the company |
|
|
Minority interests |
|
|
|
|
Cornhill Bond Consulting Limited
(Registration number: 12075967)
Consolidated Balance Sheet as at 30 June 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current assets |
|
|
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
- |
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
103,739 |
102,239 |
|
Share premium reserve |
1,029 |
- |
|
Other reserves |
(1,029,787) |
(1,029,787) |
|
Retained earnings |
4,516,090 |
5,514,133 |
|
Equity attributable to owners of the company |
3,591,071 |
4,586,585 |
|
minority interests |
472 |
7,588 |
|
Shareholders' funds |
3,591,543 |
4,594,173 |
Approved and authorised by the
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Cornhill Bond Consulting Limited
(Registration number: 12075967)
Balance Sheet as at 30 June 2023
Note |
2023 |
2022 |
|
Fixed assets |
|||
Tangible assets |
|
|
|
Investments |
|
|
|
|
|
||
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Provisions for liabilities |
( |
( |
|
Net assets |
|
|
|
Capital and reserves |
|||
Called up share capital |
103,739 |
102,239 |
|
Share premium reserve |
1,029 |
- |
|
Retained earnings |
437,938 |
28,675 |
|
Shareholders' funds |
542,706 |
130,914 |
The company made a profit after tax for the financial year of £4,120,907 (2022 - profit of £3,534,214).
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own profit and loss account in these financial statements.
Approved and authorised by the
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Cornhill Bond Consulting Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2023
Equity attributable to the parent company
Share capital |
Share premium |
Merger reserve |
Retained earnings |
Total |
Non- controlling interests |
Total equity |
|
At 1 July 2022 |
|
- |
( |
|
|
|
|
Profit for the year |
- |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
- |
- |
- |
( |
( |
Total comprehensive income |
- |
- |
- |
|
|
|
|
Dividends |
- |
- |
- |
( |
( |
- |
( |
New share capital subscribed |
|
|
- |
- |
|
- |
|
Contributions to Cornhill Bond Consulting Group Employee Ownership Trust |
- |
- |
- |
(3,684,067) |
(3,684,067) |
- |
(3,684,067) |
Pre-acquisition reserves on consolidation |
- |
- |
- |
(675,114) |
(675,114) |
- |
(675,114) |
Increase in ownership interests in subsidiaries |
- |
- |
- |
- |
- |
( |
( |
At 30 June 2023 |
|
|
( |
|
|
|
|
Cornhill Bond Consulting Limited
Consolidated Statement of Changes in Equity for the Year Ended 30 June 2023
Equity attributable to the parent company
Share capital |
Merger reserve |
Retained earnings |
Total |
Non- controlling interests |
Total equity |
|
At 1 July 2021 |
|
( |
|
|
|
|
Profit for the year |
- |
- |
|
|
|
|
Other comprehensive income |
- |
- |
- |
- |
|
|
Total comprehensive income |
- |
- |
|
|
|
|
Dividends |
- |
- |
( |
( |
( |
( |
New share capital subscribed |
|
- |
- |
|
- |
|
Other share capital movements |
99 |
- |
- |
99 |
- |
99 |
Merger adjustment, decrease in equity |
- |
( |
- |
( |
- |
( |
At 30 June 2022 |
|
( |
|
|
|
|
Cornhill Bond Consulting Limited
Statement of Changes in Equity for the Year Ended 30 June 2023
Share capital |
Share premium |
Retained earnings |
Total |
|
At 1 July 2022 |
|
- |
|
|
Profit for the year |
- |
- |
|
|
Dividends |
- |
- |
( |
( |
New share capital subscribed |
|
|
- |
|
Contributions to Cornhill Bond Consulting Group Employee Ownership Trust |
- |
- |
(3,684,067) |
(3,684,067) |
At 30 June 2023 |
|
|
|
|
Share capital |
Retained earnings |
Total |
|
At 1 July 2021 |
|
|
|
Profit for the year |
- |
|
|
Dividends |
- |
( |
( |
New share capital subscribed |
|
- |
|
Other share capital movements |
99 |
- |
99 |
At 30 June 2022 |
|
|
|
The Company has adopted merger accounting and taken relief from the creation of a share premium account on the issue of the shares as set out in s612 of the Companies Act 2006.
Cornhill Bond Consulting Limited
Consolidated Statement of Cash Flows for the Year Ended 30 June 2023
Note |
2023 |
2022 |
|
Cash flows from operating activities |
|||
Profit for the year |
|
|
|
Adjustments to cash flows from non-cash items |
|||
Depreciation and amortisation |
|
|
|
Finance income |
( |
( |
|
Finance costs |
|
|
|
Income tax expense |
|
|
|
Foreign exchange gains/losses |
( |
|
|
|
|
||
Working capital adjustments |
|||
Decrease/(increase) in trade debtors |
|
( |
|
Increase in trade creditors |
|
|
|
Cash generated from operations |
|
|
|
Income taxes paid |
( |
( |
|
Net cash flow from operating activities |
|
|
|
Cash flows from investing activities |
|||
Interest received |
|
|
|
Acquisitions of tangible assets |
( |
( |
|
Proceeds from sale of tangible assets |
|
- |
|
Cost of acquiring subsidiary undertakings |
( |
( |
|
Minor cashflow movements not shown elsewhere |
|
( |
|
Net cash flows from investing activities |
( |
( |
|
Cash flows from financing activities |
|||
Interest paid |
( |
( |
|
Proceeds from issue of ordinary shares, net of issue costs |
|
|
|
Contributions to Cornhill Bond Consulting Group Employee Ownership Trust |
( |
- |
|
Movement on long term borrowing |
|
- |
|
Proceeds from issue of preference shares, net of issue costs |
- |
|
|
Dividends paid |
( |
( |
|
Net cash flows from financing activities |
( |
( |
|
Net increase in cash and cash equivalents |
|
|
|
Cash and cash equivalents at 1 July |
|
|
|
Cash and cash equivalents at 30 June |
5,390,021 |
4,097,685 |
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
General information |
The company is a private company limited by share capital, incorporated in England & Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
Accounting policies |
Statement of compliance
These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.
Basis of preparation
These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
2 Accounting policies (cont'd)
Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 30 June 2023.
A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.
Merger accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured at cost of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured at cost at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.
Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.
Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.
Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.
The Company has adopted the following disclosure exemptions permitted by FRS 102 Sections 1.12 (b) and (e): the requirement to present a statement of cash flows; and the requirement to disclose key management personnel compensation in total.
Merger accounting
The Company was established from a merger of two businesses through a share for share transfer, and obtained over 90% of the holding in the merged businesses. Under the provisions of section 612 of the Companies Act 2006 the Company has taken relief from the creation of a share premium account on the issue of the shares.
The adoption of this policy has retrospectively been applied as if it was always in place and the comparatives have been restated accordingly.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
2 Accounting policies (cont'd)
Key sources of estimation uncertainty
When applying the Company's and Group's accounting policies, management must make a number of key judgements involving estimates and assumptions concerning the future. These estimates and judgements are based on factors considered to be relevant, including historical experience that may differ significantly from the actual outcome. As at the balance sheet date there were no judgements or estimations made in these financial statements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.
The group recognises revenue when:
The amount of revenue can be reliably measured;
it is probable that future economic benefits will flow to the entity;
and specific criteria have been met for each of the group's activities.
Foreign currency transactions and balances
Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.
Tax
The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.
Deferred tax is recognised in respect of all timing differences between taxable profits and profits reported in the consolidated financial statements.
Unrelieved tax losses and other deferred tax assets are recognised when it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
2 Accounting policies (cont'd)
Tangible assets
Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.
Depreciation
Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:
Asset class |
Depreciation method and rate |
Fixtures and fittings |
15% on cost |
Leasehold improvements |
in accordance with the lease |
Computer equipment |
straight line over 3 years |
Investments
Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.
Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.
Leases
Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
Dividends
Dividend distribution to the group’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.
Defined contribution pension obligation
A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.
Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
2 Accounting policies (cont'd)
Financial instruments
Classification
Basic financial instruments
Trade and other debtors are recognised initially at transaction price plus attributable transaction costs. Subsequent to initial recognition, trade and other debtors that are classified as receivable within one year are measured at the non-discounted amount of the cash or other consideration expected to be received net of impairment.
Trade and other creditors are recognised initially at transaction price less attributable transaction costs. Subsequent to initial recognition trade and other creditors that are classified as payable within one year are measured at the non-discounted amount of the cash or other consideration expected to be paid.
All of the company assets and liabilities are shown at amortised cost.
Turnover |
The analysis of the group's turnover for the year from continuing operations is as follows:
2023 |
2022 |
|
Legal recruitment |
|
|
No disclosures have been provided of turnover by class of business or geographical market as, in the opinion of the directors, such disclosures could be seriously prejudicial to the Group's interests.
Operating profit |
Arrived at after charging/(crediting)
2023 |
2022 |
|
Depreciation expense |
|
|
Other interest receivable and similar income |
2023 |
2022 |
|
Interest income on bank deposits |
|
|
Other finance income |
|
|
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Interest payable and similar expenses |
2023 |
2022 |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
- |
Foreign exchange gains |
|
|
|
|
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
2023 |
2022 |
|
Wages and salaries |
|
|
Social security costs |
|
|
Other short-term employee benefits |
|
|
Pension costs, defined contribution scheme |
|
|
Other employee expense |
|
|
|
|
The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:
2023 |
2022 |
|
Administration and support |
|
|
Sales |
|
|
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Directors' remuneration |
The directors' remuneration for the year was as follows:
2023 |
2022 |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
- |
|
999,296 |
798,712 |
During the year the number of directors who were receiving benefits and share incentives was as follows:
2023 |
2022 |
|
Accruing benefits under money purchase pension scheme |
- |
|
In respect of the highest paid director:
2023 |
2022 |
|
Remuneration |
|
|
Company contributions to money purchase pension schemes |
- |
|
Auditors' remuneration |
2023 |
2022 |
|
Audit of these financial statements |
41,000 |
35,000 |
The audit fee charged to the company includes the audit fees in relation to all UK subsidiary undertakings.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Taxation |
Tax charged/(credited) in the consolidated profit and loss account
2023 |
2022 |
|
Current taxation |
||
UK corporation tax |
|
|
Deferred taxation |
||
Arising from origination and reversal of timing differences |
|
|
Tax expense in the income statement |
|
|
The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - higher than the standard rate of corporation tax in the UK) of
The differences are reconciled below:
2023 |
2022 |
|
Profit before tax |
|
|
Corporation tax at standard rate |
|
|
Effect of expense not deductible in determining taxable profit (tax loss) |
|
( |
Effect of foreign tax rates |
( |
|
Tax increase/(decrease) from effect of capital allowances and depreciation |
|
( |
Tax increase/(decrease) from other short-term timing differences |
|
( |
Tax increase from effect of unrelieved loss on foreign subsidiaries |
- |
|
Total tax charge |
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
10 Taxation (cont'd)
Deferred tax
Group
Deferred tax assets and liabilities
2023 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
- |
|
2022 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
- |
|
Company
Deferred tax assets and liabilities
2023 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
- |
|
2022 |
Asset |
Liability |
Accelerated capital allowances |
- |
|
- |
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Tangible assets |
Group
Land and buildings |
Furniture, fittings and equipment |
Total |
|
Cost or valuation |
|||
At 1 July 2022 |
|
|
|
Additions |
- |
|
|
Disposals |
- |
( |
( |
At 30 June 2023 |
|
|
|
Depreciation |
|||
At 1 July 2022 |
|
|
|
Charge for the year |
|
|
|
Eliminated on disposal |
- |
( |
( |
At 30 June 2023 |
|
|
|
Carrying amount |
|||
At 30 June 2023 |
|
|
|
At 30 June 2022 |
|
|
|
Included within the net book value of land and buildings above is £86,520 (2022 - £99,806) in respect of short leasehold land and buildings.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
11 Tangible assets (cont'd)
Company
Land and buildings |
Furniture, fittings and equipment |
Total |
|
Cost or valuation |
|||
At 1 July 2022 |
|
|
|
Additions |
- |
|
|
At 30 June 2023 |
|
|
|
Depreciation |
|||
At 1 July 2022 |
|
|
|
Charge for the year |
|
|
|
At 30 June 2023 |
|
|
|
Carrying amount |
|||
At 30 June 2023 |
|
|
|
At 30 June 2022 |
|
|
|
Included within the net book value of land and buildings above is £86,520 (2022 - £99,806) in respect of short leasehold land and buildings.
Investments |
Group
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the group holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
35A Hazlemere Road
|
|
|
|
England & Wales |
||||
|
First Floor
|
|
|
|
England & Wales |
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
|
1313 N. Market St.
|
|
|
|
USA |
||||
|
35A Hazlemere Road
|
|
|
|
England & Wales |
||||
|
141 Adelaide St W - Suite 360
|
|
|
|
Canada |
||||
|
Level 6
|
|
|
|
Australia |
||||
|
D Quarters, Building 5
|
|
|
|
United Arab Emirates |
||||
|
Level 6
|
|
|
|
Australia |
||||
|
Level 6
|
|
|
|
Australia |
||||
|
Level 6
|
|
|
|
Australia |
||||
|
Level 6
|
|
|
|
Australia |
* indicates direct investment of the company
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
12 Investments (cont'd)
Group
Subsidiary undertakings
Marsden Holdco Ltd The principal activity of Marsden Holdco Ltd is |
Deacon Search Ltd The principal activity of Deacon Search Ltd is |
Marsden Legal Search LLC The principal activity of Marsden Legal Search LLC is |
Marsden International Legal Search Ltd The principal activity of Marsden International Legal Search Ltd is |
Marsden International Ltd The principal activity of Marsden International Ltd is |
Cornhill Bond Pty Ltd The principal activity of Cornhill Bond Pty Ltd is |
Marsden International FZ-LLC The principal activity of Marsden International FZ-LLC is |
Macarthur Bond Pty Ltd The principal activity of Macarthur Bond Pty Ltd is |
MBS Recruitment Pty Ltd The principal activity of MBS Recruitment Pty Ltd is |
Marsden International Pty Ltd The principal activity of Marsden International Pty Ltd is |
Deacon Search Pty Ltd The principal activity of Deacon Search Pty Ltd is |
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
12 Investments (cont'd)
Company
2023 |
2022 |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 1 July 2022 |
|
Additions |
|
At 30 June 2023 |
|
Provision |
|
Carrying amount |
|
At 30 June 2023 |
|
At 30 June 2022 |
|
Details of undertakings
Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
35A Hazlemere Road
England & Wales |
|
|
|
|
First Floor
England & Wales |
|
|
|
|
1313 N. Market St.
USA |
|
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Subsidiary undertakings |
Marsden Holdco Ltd The principal activity of Marsden Holdco Ltd is |
Deacon Search Ltd The principal activity of Deacon Search Ltd is |
Marsden Legal Search LLC The principal activity of Marsden Legal Search LLC is |
Debtors |
Group |
Company |
||||
Current |
Note |
2023 |
2022 |
2023 |
2022 |
Trade debtors |
|
|
- |
- |
|
Amounts owed by related parties |
- |
- |
|
|
|
Other debtors |
|
|
|
|
|
Prepayments |
|
|
|
|
|
Accrued income |
- |
|
- |
|
|
Income tax asset |
|
|
|
|
|
|
|
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Cash and cash equivalents |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Cash on hand |
|
|
- |
- |
Cash at bank |
|
|
|
|
Short-term deposits |
|
|
- |
- |
|
|
|
|
Creditors |
Group |
Company |
||||
Note |
2023 |
2022 |
2023 |
2022 |
|
Due within one year |
|||||
Loans and borrowings |
|
- |
- |
- |
|
Trade creditors |
|
|
|
|
|
Amounts due to related parties |
|
|
|
|
|
Social security and other taxes |
|
|
- |
- |
|
Other payables |
|
|
- |
|
|
Accruals |
|
|
|
|
|
Income tax liability |
283,901 |
415,120 |
- |
831 |
|
|
|
|
|
||
Due after one year |
|||||
Loans and borrowings |
|
- |
- |
- |
Included in Group Other Payables is the amount of £6,662 (2022 - £9,629) which is secured by a fixed and floating charge over the assets of that group company.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Provisions for liabilities |
Group
Deferred tax |
Total |
|
At 1 July 2022 |
|
|
Additional provisions |
|
|
At 30 June 2023 |
|
|
|
Company
Deferred tax |
Total |
|
At 1 July 2022 |
|
|
Additional provisions |
|
|
At 30 June 2023 |
|
|
|
Pension and other schemes |
Defined contribution pension scheme
The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £
Share capital |
Allotted, called up and fully paid shares
2023 |
2022 |
|||
No. |
£ |
No. |
£ |
|
|
|
102,500 |
|
101,000 |
|
|
1,239 |
|
1,239 |
|
|
|
|
New shares allotted
During the year 1,500 |
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Loans and borrowings |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Non-current loans and borrowings |
||||
Other borrowings |
|
- |
- |
- |
Group |
Company |
|||
2023 |
2022 |
2023 |
2022 |
|
Current loans and borrowings |
||||
Other borrowings |
|
- |
- |
- |
Group
Other borrowings
Loans from employees of a subsidiary is denominated in Australian dollars with a nominal interest rate of 5.25%, and the final instalment is due on 21 February 2030. The carrying amount at year end is £343,519 (2022 - £Nil).
The interest-free loans were made by employees of a subsidiary company are repayable in equal instalments over 7 years from February 2023. The initial loans are both Australian $600,000 with a one-off repayment of $200,000 on each loan made during the year. The remaining $800,000 has been amortised over the 7 years at the effective rate.
Included in the loans and borrowings are the following amounts due after more than five years:
2023 |
2022 |
|
After more than five years by instalments |
|
- |
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Obligations under leases and hire purchase contracts |
Group
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Company
Operating leases
The total of future minimum lease payments is as follows:
2023 |
2022 |
|
Not later than one year |
|
|
Later than one year and not later than five years |
|
|
|
|
The amount of non-cancellable operating lease payments recognised as an expense during the year was £
Dividends |
2023 |
2022 |
|||
£ |
£ |
|||
Interim dividend of £Nil (2022 - £ |
- |
4,397,593 |
||
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Commitments |
Company
Other financial commitments
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
Related party transactions |
Group
Transactions with directors |
2023 |
At 1 July 2022 |
Repayments by director |
At 30 June 2023 |
D Wilkins |
|||
Interest free loan, repayable on demand |
|
( |
- |
C M Mills |
|||
Interest-free loan, repayable on demand |
|
( |
- |
2022 |
At 1 July 2021 |
Advances to director |
At 30 June 2022 |
D Wilkins |
|||
Interest free loan, repayable on demand |
|
- |
|
C M Mills |
|||
Interest-free loan, repayable on demand |
- |
|
|
On 28 October 2019, the company granted an option to a director of the company, who is also an employee of a subsidiary, to acquire up to 12,000 ordinary shares for a cash consideration of £12,000, and 9000 shares were issued. On 28 February 2023 a further 2710 shares were issued. Later that day the Employee Ownership Trust was established, at which time the option lapsed.
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
23 Related party transactions (cont'd)
Summary of transactions with all subsidiaries
Income and receivables from related parties
2023 |
Subsidiary |
Receipt of services |
|
|
2022 |
Subsidiary |
Receipt of services |
|
|
Expenditure with and payables to related parties
2023 |
Subsidiary |
Rendering of services |
|
|
2022 |
Subsidiary |
Rendering of services |
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
23 Related party transactions (cont'd)
Company
Transactions with directors |
2023 |
At 1 July 2022 |
Repayments by director |
At 30 June 2023 |
D Wilkins |
|||
Interest-free loan, repayable on demand |
|
( |
- |
|
- |
- |
- |
9,000 |
(9,000) |
- |
|
C M Mills |
|||
Interest-free loan, repayable on demand |
|
( |
- |
|
- |
- |
- |
2,500 |
(2,500) |
- |
|
2022 |
At 1 July 2021 |
Advances to director |
At 30 June 2022 |
D Wilkins |
|||
Interest-free loan, repayable on demand |
|
- |
|
9,000 |
- |
9,000 |
|
C M Mills |
|||
Interest-free loan, repayable on demand |
- |
|
|
- |
2,500 |
2,500 |
|
Summary of transactions with all subsidiaries
Income and receivables from related parties
2023 |
Subsidiary |
Receipt of services |
|
|
2022 |
Subsidiary |
Receipt of services |
|
|
Cornhill Bond Consulting Limited
Notes to the Financial Statements for the Year Ended 30 June 2023
23 Related party transactions (cont'd)
Loans to related parties
2023 |
Subsidiary |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
2022 |
Subsidiary |
Total |
Advanced |
|
|
At end of period |
|
|
|
Loans from related parties
2023 |
Subsidiary |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|
2022 |
Subsidiary |
Total |
At start of period |
|
|
Advanced |
|
|
Repaid |
( |
( |
At end of period |
|
|
|