Company Registration No. 05291675 (England and Wales)
D-FINE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED
30 JUNE 2024
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
D-FINE LIMITED
CONTENTS
Page
Company information
1
Directors' report
2 - 3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Statement of financial position
9 - 10
Statement of changes in equity
11
Notes to the financial statements
12 - 29
D-FINE LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr. W. Pleyer
Dr. R. Warne
Secretary
Mr. W. Pleyer
Company number
05291675
Registered office
5th Floor
14 Aldermanbury Square
London
EC2V 7HR
Auditor
Verallo
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
D-FINE LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2024
- 2 -
The directors present their annual report and financial statements for the year ended 30 June 2024.
Principal activities
The principal activity of the company continued to be that of the provision of IT, risk management and financial consultancy services.
Results and dividends
The results for the year are set out on page 8.
Ordinary dividends were paid amounting to £300,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr. W. Pleyer
Dr. R. Warne
Post reporting date events
The directors declared an ordinary dividend on 31 July 2024 amounting to £670,000.
Auditor
Verallo were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
D-FINE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 3 -
Statement of directors' responsibilities
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) including Financial Reporting Standard 101 'Reduced Disclosure Framework' (FRS 101). 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; 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 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 of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
On behalf of the board
Dr. R. Warne
Director
15 August 2024
D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF D-FINE LIMITED
- 4 -
Opinion
We have audited the financial statements of d-fine Limited (the 'company') for the year ended 30 June 2024 which comprise the statement of comprehensive income, the statement of financial position, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 101 ‘Reduced Disclosure Framework’ (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 June 2024 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.
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.
D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 5 -
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
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions 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.
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 6 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
The objectives of our audit, in respect to 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; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.
Our approach was as follows:
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience, and through discussion with the directors and other management (as required by auditing standards), the policies and procedures regarding compliance with laws and regulations;
We considered the legal and regulatory frameworks directly applicable to the financial statements reporting framework (FRS101 and the Companies Act 2006) and the relevant tax compliance regulations in the UK;
We considered the nature of the industry, the control environment and business performance, including the key drivers for management’s remuneration;
We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit;
We considered the procedures and controls that the company has established to address risks identified, or that otherwise prevent, deter and detect fraud; and how senior management monitors those programmes and controls.
Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.
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. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditors/audit-assurance/auditor-s-responsibilities-for-the-audit-of-the-fi/description-of-the-auditor%E2%80%99s-responsibilities-for. This description forms part of our auditor’s report.
D-FINE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF D-FINE LIMITED
- 7 -
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.
Michelle Hewitt-Dutton FCCA (Senior Statutory Auditor)
For and on behalf of Verallo
Statutory Auditor
16 August 2024
Office: Henley-on-Thames
D-FINE LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2024
- 8 -
2024
2023
Notes
£
£
Revenue
4
5,839,985
5,166,524
Cost of sales
(3,968,521)
(3,779,148)
Gross profit
1,871,464
1,387,376
Administrative expenses
(834,332)
(746,180)
Other operating income
943
Operating profit
5
1,038,075
641,196
Investment income
9
2,452
1,256
Finance costs
10
(18,849)
(23,476)
Profit before taxation
1,021,678
618,976
Tax on profit
11
(260,128)
(129,707)
Profit and total comprehensive income for the financial year
22
761,550
489,269
The income statement has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 29 form part of these financial statements
D-FINE LIMITED
STATEMENT OF FINANCIAL POSITION
- 9 -
2024
2023
Notes
£
£
£
£
Non-current assets
Right of use asset
13
380,377
507,170
Property, plant and equipment
14
128,555
178,715
508,932
685,885
Current assets
Trade and other receivables
15
1,159,845
1,341,801
Cash and cash equivalents
1,288,140
360,912
2,447,985
1,702,713
Current liabilities
Trade and other payables
16
746,258
564,188
Taxation and social security
161,354
128,751
Lease liabilities
17
125,585
125,585
1,033,197
818,524
Net current assets
1,414,788
884,189
Total assets less current liabilities
1,923,720
1,570,074
Non-current liabilities
(332,817)
(429,008)
Provisions for liabilities
Deferred tax liabilities
18
(19,469)
(31,604)
Other provisions
19
(67,302)
(66,880)
Net assets
1,504,132
1,042,582
Equity
Called up share capital
21
501,000
501,000
Retained earnings
22
1,003,132
541,582
Total equity
1,504,132
1,042,582
D-FINE LIMITED
STATEMENT OF FINANCIAL POSITION (CONTINUED)
- 10 -
The financial statements were approved by the board of directors and authorised for issue on 15 August 2024 and are signed on its behalf by:
Dr. R. Warne
Director
Company Registration No. 05291675
The notes on pages 12 to 29 form part of these financial statements
D-FINE LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2024
- 11 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 1 July 2022
501,000
952,313
1,453,313
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
489,269
489,269
Dividends
12
-
(900,000)
(900,000)
Balance at 30 June 2023
501,000
541,582
1,042,582
Year ended 30 June 2024:
Profit and total comprehensive income for the year
-
761,550
761,550
Dividends
12
-
(300,000)
(300,000)
Balance at 30 June 2024
501,000
1,003,132
1,504,132
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2024
- 12 -
1
Accounting policies
Company information
d-fine Limited (05291675) is a private company limited by shares incorporated in England and Wales. The registered office is 5th Floor, 14 Aldermanbury Square, London, EC2V 7HR.
1.1
Accounting convention
The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure Framework (FRS 101) and in accordance with applicable accounting standards.
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 £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company has taken advantage of the following disclosure exemptions as permitted by FRS 101 "Reduced Disclosure Framework":
the requirements of IFRS 7 Financial Instruments: Disclosures;
the requirement in paragraph 38 of IAS 1 ‘Presentation of Financial Statements’ to present comparative information in respect of: (i) paragraph 79(a) (iv) of IAS 1, (ii) paragraph 73(e) of IAS 16 Property Plant and Equipment (iii) paragraph 118 (e) of IAS 38 Intangibles Assets, (iv) paragraphs 76 and 79(d) of IAS 40 Investment Property and (v) paragraph 50 of IAS 41 Agriculture;
the requirements of paragraphs 10(d), 10(f), 16, 38A to 38D, 39 to 40 ,111 and 134-136 of IAS 1 Presentation of Financial Statements;
the requirements of IAS 7 Statement of Cash Flows;
the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors;
the requirements of paragraph 17 of IAS 24 Related Party Disclosures;
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member; and
the requirements of paragraphs 134(d)-134(f) and 135(c)-135(e) of IAS 36 Impairment of Assets.
The financial statements of its parent, d-fine GmbH can be obtained as described in note 24.
1.2
Going concern
The directors have at the time of approving the financial statements, a reasonable expectation that the truecompany has adequate resources to continue in operational existence for the foreseeable future.
In considering the appropriateness of the going concern basis, the directors have assessed the anticipated trading activity and working capital requirements for the foreseeable future, and the support provided by its parent company d-fine GmbH, to ensure the company's creditors can be paid as they fall due.
Having considered the above, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 13 -
1.3
Revenue
Revenue represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the value of the consideration due. Where a contract has only been partially completed at the balance sheet date, revenue represents the value of the service provided to date on a proportion of the total expected consideration at completion. Revenue is stated net of value added tax.
1.4
Property, plant and equipment
Property, plant and equipment are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Leasehold improvements
Over the lease term
Fixtures and fittings
5 years straight line
Computer equipment
2 years straight line
Right of use asset
Over the lease term
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the income statement.
1.5
Cash and cash equivalents
Cash and cash equivalents 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.
1.6
Financial assets
Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument. Financial assets are classified into specified categories, depending on the nature and purpose of the financial assets.
At initial recognition, financial assets classified as fair value through profit and loss are measured at fair value and any transaction costs are recognised in profit or loss. Financial assets not classified as fair value through profit and loss are initially measured at fair value plus transaction costs.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 14 -
Financial assets at fair value through profit or loss
Financial assets are classified as at FVTPL when the financial asset is held for trading. This is the case if:
the asset has been acquired principally for the purpose of selling in the near term
on initial recognition it is part of a portfolio of identified financial instruments that the manages together and has a recent actual pattern of short-term profit taking; or
it is a derivative that is not designated and effective as a hedging instrument.
Financial assets at FVTPL are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss. The net gain or loss recognised in profit or loss incorporates any dividend or interest earned on the financial asset. Interest and dividends are included in 'Investment income' and gains and losses on remeasurement included in 'other gains and losses' in the statement of comprehensive income.
Financial assets held at amortised cost
Financial assets with fixed or determinable payments and fixed maturity dates that the Company has the positive intent and ability to hold to maturity are classified as held to maturity investments.
Held to maturity investments are measured at amortised cost using the effective interest method less any impairment, with revenue recognised on an effective yield basis.
The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Trade receivables, and other receivables that have fixed or determinable payments that are not quoted in an active market are classified as 'loans and receivables'. Loans and receivables are measured at amortised cost using the effective interest method, less any impairment.
Interest is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest would be immaterial. The effective interest method is a method of calculating the amortised cost of a debt instrument and of allocating the interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the debt instrument to the net carrying amount on initial recognition.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire, or when it transfers the financial asset and substantially all the risks and rewards of ownership to another entity.
1.7
Financial liabilities
The company recognises financial debt when the company becomes a party to the contractual provisions of the instruments. Financial liabilities are classified as either 'financial liabilities at fair value through profit or loss' or 'other financial liabilities'.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
Financial liabilities at fair value through profit or loss
Financial liabilities are classified as measured at fair value through profit or loss when the financial liability is held for trading. A financial liability is classified as held for trading if:
it has been incurred principally for the purpose of repurchasing it in the near term;
on initial recognition it is part of a portfolio of identified financial instruments that the manages together and has a recent actual pattern of short-term profit taking; or
it is a derivative that is not designated and effective hedging instrument.
Financial liabilities at fair value through profit or loss are stated at fair value with any gains or losses arising on remeasurement recognised in profit or loss.
Other financial liabilities
Other financial liabilities, including borrowings, trade payables and other short-term monetary liabilities, are initially measured at fair value net of transaction costs directly attributable to the issuance of the financial liability. They are subsequently measured at amortised cost using the effective interest method. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payable while the liability is outstanding.
Derecognition of financial liabilities
Financial liabilities are derecognised when, and only when, the company’s obligations are discharged, cancelled, or they expire.
1.8
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.
1.9
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
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.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit, and is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary 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.
1.10
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event and it is probable that the company will be required to settle that obligation, and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where a provision is measured using the cash flows estimated to settle the present obligation, its carrying amount is the present value of those cash flows.
When some or all of the economic benefits required to settle a provision are expected to be recovered from a third party, a receivable is recognised as an asset if it is virtually certain that reimbursement will be received and the amount of the receivable can be measured reliably.
1.11
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of inventories or non-current assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.12
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -
1.13
Leases
At inception, the company assesses whether a contract is, or contains, a lease within the scope of IFRS 16. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. Where a tangible asset is acquired through a lease, the company recognises a right-of-use asset and a lease liability at the lease commencement date. Right-of-use assets are included within property, plant and equipment, apart from those that meet the definition of investment property.
The right-of-use asset is initially measured at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or before the commencement date plus any initial direct costs and an estimate of the cost of obligations to dismantle, remove, refurbish or restore the underlying asset and the site on which it is located, less any lease incentives received.
The right-of-use asset is subsequently depreciated using the straight-line method from the commencement date to the earlier of the end of the useful life of the right-of-use asset or the end of the lease term. The estimated useful lives of right-of-use assets are determined on the same basis as those of other property, plant and equipment. The right-of-use asset is periodically reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease liability.
The lease liability is initially measured at the present value of the lease payments that are unpaid at the commencement date, discounted using the interest rate implicit in the lease or, if that rate cannot be readily determined, the company's incremental borrowing rate. Lease payments included in the measurement of the lease liability comprise fixed payments, variable lease payments that depend on an index or a rate, amounts expected to be payable under a residual value guarantee, and the cost of any options that the company is reasonably certain to exercise, such as the exercise price under a purchase option, lease payments in an optional renewal period, or penalties for early termination of a lease.
The lease liability is measured at amortised cost using the effective interest method. It is remeasured when there is a change in: future lease payments arising from a change in an index or rate; the company's estimate of the amount expected to be payable under a residual value guarantee; or the company's assessment of whether it will exercise a purchase, extension or termination option. When the lease liability is remeasured in this way, a corresponding adjustment is made to the carrying amount of the right-of-use asset, or is recorded in profit or loss if the carrying amount of the right-of-use asset has been reduced to zero.
The company has elected not to recognise right-of-use assets and lease liabilities for short-term leases of machinery that have a lease term of 12 months or less, or for leases of low-value assets including IT equipment. The payments associated with these leases are recognised in profit or loss on a straight-line basis over the lease term.
1.14
Grants
Government grants are recognised when there is reasonable assurance that the grant conditions will be met and the grants will be received.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
1.15
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Adoption of new and revised standards and changes in accounting policies
In the current year, the company has applied a number of amendments to IFRS's and a new Interpretation issued by the International Accounting Standards Board (IASB) that are mandatorily effective for an accounting periods that begin on or after 01 July 2023, none of those amendments had a material impact on the financial statements.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
2
Adoption of new and revised standards and changes in accounting policies
(Continued)
- 19 -
Standards which are in issue but not yet effective
At the date of authorisation of these financial statements, the following Standards and Interpretations, which have not yet been applied in these financial statements, were in issue but not yet effective.
Effective date for annual period beginning on or after
• Lease Liability in a Sale and Leaseback – Amendments to IFRS 16 Leases
1 January 2024
• Classification of liabilities as Current or Non-Current and Non-current Liabilities with Covenants – Amendments to IAS 1 Presentation of Financial Statements
• Amendments to IAS 7 Statement of Cash Flows and IFRS 7 Financial Instruments: Disclosures – Supplier Finance Arrangements
• Lack of Exchangeability – Amendments to IAS 21 The Effects of Changes in Foreign Exchange Rates
1 January 2025
• Amendments to the Classification and Measurement of Financial Instruments – Amendments to IFRS 9 Financial Instruments and IFRS 7 Financial Instruments: Disclosures
1 January 2026
• Annual Improvements to IFRS Accounting Standards – Amendments to:
-IFRS 1 First-time Adoption of International Financial Reporting Standards;
-IFRS 7 Financial Instruments: Disclosures and it's accompanying Guidance on implementing IFRS 7;
-IFRS 9 Financial Instruments;
-IFRS 10 Consolidated Financial Statements; and
-IAS 7 Statement of Cash flows
• IFRS 18 Presentation and Disclosure in Financial Statements
1 January 2027
• IFRS 19 Subsidiaries without Public Accountability: Disclosures
The application of such IFRS’s has been considered, but are not considered to have a significant effect on the accounting policies or financial statements.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 20 -
3
Critical accounting estimates and judgements
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, if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Right-of-use assets and lease liabilities
In determining the lease term the company assesses whether it is reasonably certain to exercise, or not to exercise, options to extend or terminate a lease. This assessment is made at the start of the lease and is reassessed if significant events or changes in circumstances occur that are within the lessee's control.
Assets and liabilities arising from a lease are initially measured on a present value basis. The lease payments are discounted using the interest rate implicit in the lease, if that rate can be determined, or the company's incremental borrowing rate if not. The company used a rate of 4.25% for its office lease in the calculations based on the estimated rate of interest that they have to pay to borrow over a similar term, and with similar security, the funds necessary to obtain assets of similar value to the right-of-use assets in a similar economic environment.
Make good provision
The Directors have reviewed the estimated cost of restoring the right of use asset to its original condition upon cessation of the lease in June 2027, determining this to be £67,302. This amount is considered to be an estimate and reflects the anticipated expenses required.
Bad debt provision
The Directors have reviewed the recoverability of debtors at the year end and have determined that a bad debt provision of £141,533 is necessary. This provision represents an estimate of the potential non-recoverable debts, reflecting the Directors judgement.
4
Revenue
2024
2023
£
£
Revenue analysed by class of business
Consultancy
5,839,985
5,166,524
2024
2023
£
£
Other significant revenue
Grants received
943
-
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
4
Revenue
(Continued)
- 21 -
2024
2023
£
£
Revenue analysed by geographical market
United Kingdom
79,604
625,205
Europe
4,286,087
3,818,291
Rest of the World
1,474,294
723,028
5,839,985
5,166,524
5
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Exchange losses
4,125
10,224
Government grants
(943)
-
Depreciation of property, plant and equipment
56,593
48,819
(Profit)/loss on disposal of property, plant and equipment
-
1,484
Depreciation of non wholly owed assets (ROU)
126,793
126,793
6
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
12,970
11,235
7
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Consultancy
29
24
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
7
Employees
(Continued)
- 22 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
2,609,125
2,021,762
Social security costs
349,109
257,030
Pension costs
148,859
107,661
3,107,093
2,386,453
8
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
338,715
327,945
Company pension contributions to defined contribution schemes
16,979
14,850
355,694
342,795
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 1 (2023 - 1).
Remuneration disclosed above include the following amounts paid to the highest paid director:
Remuneration for qualifying services
350,471
334,555
Company pension contributions to defined contribution schemes
16,979
14,850
9
Investment income
2024
2023
£
£
Interest income
Other interest income
2,452
1,256
10
Finance costs
2024
2023
£
£
Interest on other financial liabilities:
Interest on lease liabilities
18,849
23,476
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 23 -
11
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
272,263
98,743
Deferred tax
Origination and reversal of temporary differences
(12,135)
30,964
Total tax charge
260,128
129,707
The charge for the year can be reconciled to the profit per the income statement as follows:
2024
2023
£
£
Profit before taxation
1,021,678
618,976
Expected tax charge based on a corporation tax rate of 25.00% (2023: 20.50%)
255,420
126,865
Effect of expenses not deductible in determining taxable profit
795
796
Gains not taxable
-
305
Provisions
3,913
3,218
-
(1,477)
Taxation charge for the year
260,128
129,707
12
Dividends
2024
2023
2024
2023
Amounts recognised as distributions:
per share
per share
Total
Total
£
£
£
£
Ordinary A
Final dividend paid
300.00
900.00
300,000
900,000
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 24 -
13
Right of use asset
Right of use asset
£
Cost
At 30 June 2023
633,963
At 30 June 2024
633,963
Amortisation and impairment
At 30 June 2023
126,793
Charge for the year
126,793
At 30 June 2024
253,586
Carrying amount
At 30 June 2024
380,377
At 30 June 2023
507,170
Included within the net book value is £380,377 (2023 - £507,170) relating to assets held under finance lease contracts. The depreciation charged to the financial statements in the year in respect of such assets amounted to £126,793 (2023 - £126,793).
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 25 -
14
Property, plant and equipment
Leasehold improvements
Fixtures and fittings
Computer equipment
Total
£
£
£
£
Cost
At 30 June 2023
187,179
4,300
37,722
229,201
Additions
6,433
6,433
Disposals
(1,894)
(1,894)
At 30 June 2024
187,179
4,300
42,261
233,740
Accumulated depreciation and impairment
At 30 June 2023
36,444
717
13,325
50,486
Charge for the year
37,684
860
18,049
56,593
Eliminated on disposal
(1,894)
(1,894)
At 30 June 2024
74,128
1,577
29,480
105,185
Carrying amount
At 30 June 2024
113,051
2,723
12,781
128,555
At 30 June 2023
150,735
3,583
24,397
178,715
15
Trade and other receivables
2024
2023
£
£
Trade receivables
539,264
787,338
Corporation tax recoverable
-
46,905
VAT recoverable
26,801
-
Amounts owed by fellow group undertakings
144,342
262,366
Other receivables
109,118
109,118
Prepayments and accrued income
340,320
136,074
1,159,845
1,341,801
Trade receivables disclosed above are classified as loans and receivables and are therefore measured at amortised cost.
The directors have included a bad debt provision of £141,533 (2023 - £nil)
The directors have considered the value of expected credit loss, and consider this to be nil (2023 - £nil), due to its low risk customer base.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 26 -
16
Trade and other payables
2024
2023
£
£
Trade payables
55,734
47,853
Accruals and deferred income
664,539
495,392
Other payables
25,985
20,943
746,258
564,188
17
Lease liabilities
Lease liabilities are classified based on the amounts that are expected to be settled within the next 12 months and after more than 12 months from the reporting date, as follows:
2024
2023
£
£
Current liabilities
125,585
125,585
Non-current liabilities
332,817
429,008
458,402
554,593
2024
2023
Amounts recognised in profit or loss include the following:
£
£
Interest on lease liabilities
18,849
23,476
The total cash outflow for leases was £114,618 (2023 - £39,245).
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 27 -
18
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon during the current and prior reporting period.
ACAs
£
Deferred tax liability at 1 July 2022
640
Deferred tax movements in prior year
Charge/(credit) to profit or loss
30,964
Deferred tax liability at 1 July 2023
31,604
Deferred tax movements in current year
Charge/(credit) to profit or loss
(12,135)
Deferred tax liability at 30 June 2024
19,469
Deferred tax assets and liabilities are offset in the financial statements only where the company has a legally enforceable right to do so.
19
Provisions for liabilities
2024
2023
£
£
Make good provision
67,302
66,880
Movements on provisions:
Make good provision
£
Additional provisions in the year
67,302
The balance relates to the directors estimate of the cost to make good the right of use asset on cessation of the lease to its original condition in June 2027.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 28 -
20
Retirement benefit schemes
Defined contribution schemes
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
The total costs charged to income in respect of defined contribution plans is £148,859 (2023 - £107,661).
21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A of £1 each
1,000
1,000
1,000
1,000
Ordinary B of £1 each
500,000
500,000
500,000
500,000
501,000
501,000
501,000
501,000
Ordinary A shares hold full voting, dividend and capital distribution rights.
Ordinary B shares hold dividends rights, but no voting or capital distribution rights.
22
Retained earnings
The retained earnings reserve records all profits and losses of the company.
23
Other leasing information
Lessee
Amounts recognised in profit or loss as an expense during the period in respect of lease arrangements are as follows:
2024
2023
£
£
Expense relating to short-term leases
18,849
42,059
24
Events after the reporting date
The directors declared an ordinary dividend on 31 July 2024 amounting to £670,000.
D-FINE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2024
- 29 -
25
Related party transactions
Remuneration of key management personnel
The remuneration of key management personnel, including directors, is set out below in aggregate for each of the categories specified in IAS 24 Related Party Disclosures.
2024
2023
£
£
Short-term employee benefits
338,715
327,945
Other information
At 30 June 2024, the company was a wholly owned subsidiary of d-fine GmbH. The company has taken advantage of the exemption, under the terms of Financial Reporting Standard 101 'Reduced Disclosure Framework', not to disclose related party transaction with wholly owned subsidiaries within the group.
26
Controlling party
The parent undertaking of the smallest and largest group of which d-fine Limited is a member and for which group financial statements are prepared is d-fine GmbH, a company incorporated in Germany.
The consolidated financial statements of d-fine GmbH, within which d-fine Limited is included, can be obtained from An der Hauptwache 7, 60313 Frankfurt am Main, Germany.
The directors consider d-fine GmbH to be the company's ultimate parent company.
2024-06-302023-07-01Dr. R. WarneRyan WarneMr. W. PleyerfalseCCH SoftwareiXBRL Review & Tag 2022.2052916752023-07-012024-06-3005291675bus:CompanySecretaryDirector12023-07-012024-06-3005291675bus:Director12023-07-012024-06-3005291675bus:CompanySecretary12023-07-012024-06-3005291675bus:Director22023-07-012024-06-3005291675bus:RegisteredOffice2023-07-012024-06-30052916752024-06-30052916752022-07-012023-06-3005291675core:ContinuingOperations2023-07-012024-06-3005291675core:RetainedEarningsAccumulatedLosses2023-07-012024-06-3005291675core:RetainedEarningsAccumulatedLosses2022-07-012023-06-3005291675core:IntangibleAssetsOtherThanGoodwillcore:ContinuingOperations2024-06-3005291675core:IntangibleAssetsOtherThanGoodwillcore:ContinuingOperations2023-06-3005291675core:ContinuingOperations2024-06-30052916752023-06-3005291675core:LeaseholdImprovementscore:LeasedAssetsHeldAsLessee2024-06-3005291675core:FurnitureFittings2024-06-3005291675core:ComputerEquipment2024-06-3005291675core:LeaseholdImprovementscore:LeasedAssetsHeldAsLessee2023-06-3005291675core:FurnitureFittings2023-06-3005291675core:ComputerEquipment2023-06-3005291675core:WithinOneYear2024-06-3005291675core:WithinOneYear2023-06-3005291675core:CurrentFinancialInstruments2024-06-3005291675core:CurrentFinancialInstruments2023-06-3005291675core:CurrentFinancialInstrumentscore:WithinOneYear2024-06-3005291675core:CurrentFinancialInstrumentscore:WithinOneYear2023-06-3005291675core:Non-currentFinancialInstrumentscore:AfterOneYear2024-06-3005291675core:Non-currentFinancialInstrumentscore:AfterOneYear2023-06-3005291675core:AcceleratedTaxDepreciationDeferredTax2022-06-3005291675core:AcceleratedTaxDepreciationDeferredTax2023-06-3005291675core:AcceleratedTaxDepreciationDeferredTax2024-06-3005291675core:ShareCapital2024-06-3005291675core:ShareCapital2023-06-3005291675core:RetainedEarningsAccumulatedLosses2024-06-3005291675core:RetainedEarningsAccumulatedLosses2023-06-30052916752022-06-3005291675core:ShareCapitalOrdinaryShares2024-06-3005291675core:ShareCapitalOrdinaryShares2023-06-3005291675core:FinancialInstrumentsFairValueThroughProfitOrLoss2023-07-012024-06-3005291675core:Held-to-maturityFinancialAssets2023-07-012024-06-3005291675core:LoansReceivables2023-07-012024-06-3005291675core:FinancialInstrumentsDesignatedFairValueThroughProfitOrLoss2023-07-012024-06-3005291675core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2023-06-3005291675core:Non-standardIntangibleAssetClass1ComponentIntangibleAssetsOtherThanGoodwill2024-06-3005291675core:LeaseholdImprovementscore:LeasedAssetsHeldAsLessee2023-06-3005291675core:FurnitureFittings2023-06-3005291675core:ComputerEquipment2023-06-30052916752023-06-3005291675core:LeaseholdImprovementscore:LeasedAssetsHeldAsLessee2023-07-012024-06-3005291675core:FurnitureFittings2023-07-012024-06-3005291675core:ComputerEquipment2023-07-012024-06-300529167512023-07-012024-06-3005291675bus:PrivateLimitedCompanyLtd2023-07-012024-06-3005291675bus:FRS1012023-07-012024-06-3005291675bus:Audited2023-07-012024-06-3005291675bus:FullAccounts2023-07-012024-06-30xbrli:purexbrli:sharesiso4217:GBP