Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-31false2023-01-0117false15false 12696838 2023-01-01 2023-12-31 12696838 2022-01-01 2022-12-31 12696838 2023-12-31 12696838 2022-12-31 12696838 2022-01-01 12696838 c:Director1 2023-01-01 2023-12-31 12696838 c:Director2 2023-01-01 2023-12-31 12696838 c:RegisteredOffice 2023-01-01 2023-12-31 12696838 d:MotorVehicles 2023-01-01 2023-12-31 12696838 d:MotorVehicles 2023-12-31 12696838 d:MotorVehicles 2022-12-31 12696838 d:MotorVehicles d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12696838 d:OfficeEquipment 2023-01-01 2023-12-31 12696838 d:OfficeEquipment 2023-12-31 12696838 d:OfficeEquipment 2022-12-31 12696838 d:OfficeEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12696838 d:ComputerEquipment 2023-01-01 2023-12-31 12696838 d:ComputerEquipment 2023-12-31 12696838 d:ComputerEquipment 2022-12-31 12696838 d:ComputerEquipment d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12696838 d:OwnedOrFreeholdAssets 2023-01-01 2023-12-31 12696838 d:CurrentFinancialInstruments 2023-12-31 12696838 d:CurrentFinancialInstruments 2022-12-31 12696838 d:Non-currentFinancialInstruments 2023-12-31 12696838 d:Non-currentFinancialInstruments 2022-12-31 12696838 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 12696838 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-31 12696838 d:ReportableOperatingSegment1 2023-01-01 2023-12-31 12696838 d:ReportableOperatingSegment1 2022-01-01 2022-12-31 12696838 d:ReportableOperatingSegment2 2023-01-01 2023-12-31 12696838 d:ReportableOperatingSegment2 2022-01-01 2022-12-31 12696838 d:UKTax 2023-01-01 2023-12-31 12696838 d:UKTax 2022-01-01 2022-12-31 12696838 d:ShareCapital 2023-12-31 12696838 d:ShareCapital 2022-12-31 12696838 d:ShareCapital 2022-01-01 12696838 d:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 12696838 d:RetainedEarningsAccumulatedLosses 2023-12-31 12696838 d:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 12696838 d:RetainedEarningsAccumulatedLosses 2022-12-31 12696838 d:RetainedEarningsAccumulatedLosses 2022-01-01 12696838 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 12696838 d:AcceleratedTaxDepreciationDeferredTax 2022-12-31 12696838 c:OrdinaryShareClass1 2023-01-01 2023-12-31 12696838 c:OrdinaryShareClass1 2023-12-31 12696838 c:OrdinaryShareClass1 2022-12-31 12696838 c:FRS102 2023-01-01 2023-12-31 12696838 c:Audited 2023-01-01 2023-12-31 12696838 c:FullAccounts 2023-01-01 2023-12-31 12696838 c:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 12696838 d:WithinOneYear 2023-12-31 12696838 d:WithinOneYear 2022-12-31 12696838 d:BetweenOneFiveYears 2023-12-31 12696838 d:BetweenOneFiveYears 2022-12-31 12696838 2 2023-01-01 2023-12-31 12696838 e:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12696838










FIFTHDELTA LTD










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
FIFTHDELTA LTD
 
 
COMPANY INFORMATION


Directors
T Chaharbaghi 
N A J O'Keeffe 




Registered number
12696838



Registered office
1st Floor
15 Sackville Street

London

W1S 3DJ




Independent auditors
Haysmacintyre LLP

10 Queen Street Place

London

EC4R 1AG





 
FIFTHDELTA LTD
 

CONTENTS



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 5
Independent auditors' report
 
6 - 9
Statement of comprehensive income
 
10
Statement of financial position
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13
Analysis of net debt
 
14
Notes to the financial statements
 
15 - 25


 
FIFTHDELTA LTD
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present their strategic report for FIFTHDELTA LTD ("the Company") for the year ended 31 December 2023.

Business review
 
The Company is authorised by the Financial Conduct Authority ("the FCA") to conduct investment related activities. The principal activity of the Company is the provision of investment management services to FIFTHDELTA Master Fund Limited ("the Fund"). There are no anticipated changes to the business conducted by the Company in the foreseeable future.

Principal risks and uncertainties
 
The Company has exposure to various risks including but not limited to liquidity risk, credit risk, market risk, and operational risk as set out below. The Company has in place policies and procedures to manage such risks, and these are reviewed regularly to reflect changes in market conditions and the Company’s activities. 
Liquidity risk
The objective of the Company in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due. The Company ensures it has sufficient autonomy over cash outflows to manage this risk and expects to meet its future financial obligations through operating cash flows.
Credit risk
Credit risk is the risk of financial loss to the Company of counterparties fail to meet contractual obligations. The Company is exposed to credit risk on fees receivable from the Fund and short term cash deposits placed with financial institutions. Fees are calculated and remitted monthly to mitigate the credit risk. Cash deposits are placed with reputable banks with secure long term credit ratings.
Market risk
Market risk is the risk of financial loss arising from adverse movements in financial markets, such as changes in interest rates and foreign exchange rates, which affect the Company’s income and/or the value of certain assets. The Company is exposed to foreign currency risk in respect of assets and liabilities denominated in currencies other than GBP. The Company monitors such exposures and executes foreign exchange deals to manage the exposures within tolerable parameters.
Operational risk
Operational risk is the potential for financial loss and/or reputational damage resulting from inadequate or failed internal controls. Operational risks are regularly assessed, monitored and managed. 
Other risks
Compliance risks are monitored by the Company's compliance officer, with appropriate procedures in place to report and act on non compliance issues. As a regulated business, the Company is exposed to changes in regulations, and compliance training is provided to directors and employees.
The Company is subject to risks associated with unforeseen events, such as the emergence of a pandemic, which could create business disruption. The Company has remote working capability in place for all employees ensuring the continued effective operation of the business at all times.

Page 1

 
FIFTHDELTA LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Key performance indicators
 
The directors review a range of key performance indicators ("KPIs") on a regular basis to monitor the performance of the Company. The financial KPIs include liquidity, capital adequacy, management fee income and business expenses. Non-financial KPIs include operational risk incidents and compliance monitoring. The ongoing review of KPIs is integral to maintaining the performance of the Company.
Directors' statement of compliance with duty to promote the success of the Company
Section 172 of the Companies Act 2006 requires the directors to act in the manner they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole.  As part of the Company’s deliberations and decision-making process, the directors also take into account the following:
• The likely consequences of any decisions in the long-term;
• The interests of the Company’s employees;
• The need to foster the Company’s business relationship with suppliers, customers and others;
• The impact of the Company’s operations on the community and the environment;
• The desirability of the Company maintaining a reputation for high standards of business conduct; and
• The need to act fairly between shareholders of the Company.
During the year ended 31 December 2023, the directors considered the factors set out above in discharging their duties under section 172. The directors recognise that building strong relationships with the Company’s stakeholders, including employees, suppliers and shareholders, will help deliver the Company’s strategy in line with its long-term objectives (i.e., the long-term viability and success of the Company). The directors are committed to effective engagement with all stakeholders in delivering the long-term objectives.
Ultimately, the directors are also the Company’s shareholders. As such, the directors’ best interests are directly aligned with the best interests of the Company itself (i.e., the long-term viability and success of the Company). For this reason, the long-term consequences of decisions are an intrinsic consideration in the decision-making process and the directors effect their managerial responsibilities in a manner that is likely to promote robust corporate governance and positive outcomes for stakeholders as a whole.
The directors, in discharging their duties, delegate to management for the day-to-day running of the business.  Management is responsible for implementing decisions made by the directors, whilst considering the relative interests and priorities of each stakeholder.
The Company typically holds quarterly Board of Directors meetings. These Board of Directors meetings act as the formal mechanism through which corporate governance and management decisions are made. As part of the decision-making process, the directors discuss the relative merits of decisions with management and consider the impact on the Company’s stakeholders. Furthermore, the directors also challenge management to ensure all stakeholder interests are considered in the day-to-day management and operations of the Company. 
The Company recognises the importance of hiring, developing and retaining high quality employees in all business functions. The directors aim to act with integrity and practice sound judgement in all their actions, and the same is expected of employees. A culture of continual learning and development for employees is supported by the directors, in particular the use of technology to help drive process improvements, improved productivity and the efficient use of resources.

Page 2

 
FIFTHDELTA LTD
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

 
The Company relies on a number of external suppliers to help ensure the smooth running of the business. The directors view suppliers as key business partners. When managing business relationships with suppliers, the directors aim to ensure that suppliers are given access to the necessary resources to carry out their services, remunerated appropriately and are treated fairly by the Company at all times.
Ultimately, the directors’ approach to decision-making is designed to ensure that the Company maintains a reputation for high standards of business conduct. By doing so, the directors promote the long-term viability and success of the Company. The directors believe they have demonstrated compliance with their legal duty under section 172 of the Companies Act 2006.


This report was approved by the board on 11 March 2024 and signed on its behalf.



N A J O'Keeffe
Director

T Chaharbaghi
Director

Page 3

 
FIFTHDELTA LTD
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Principal activity

The principal activity of the Company is the provision of investment management services to the Fund.

Results and dividends

The profit for the year, after taxation, amounted to £5,741,308 (2022 - £46,055,641).

The directors proposed and paid an interim dividend of £45,000,000 during the year (2022 - £NIL).

Directors

The directors who served during the year were:

T Chaharbaghi 
N A J O'Keeffe 

Future developments

The directors expect turnover to decrease in the 2024 reporting period. The average assets under management in the Fund for 2024 will be lower than 2023 following negative fund performance and investor redemptions in the year ended 31 December 2023. There are no planned future developments which would materially change the nature of the business and principal risks and uncertainties to which the Company is exposed. 
Going concern
The Company generated positive cash flows in the reporting period. The directors have prepared what they consider to be conservative projections and forecasts and anticipate that the Company will have the ability to meet future liquidity and regulatory capital needs with the support of its parent undertakings, Thurleigh Investments Limited and Four Gardens Capital Limited, to sustain operations.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
Page 4

 
FIFTHDELTA LTD
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023


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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

The auditorsHaysmacintyre LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 11 March 2024 and signed on its behalf.
 





N A J O'Keeffe
Director
T Chaharbaghi
Director

Page 5

 
FIFTHDELTA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FIFTHDELTA LTD
 

Opinion


We have audited the financial statements of FIFTHDELTA LTD ("the Company") for the year ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity, the Statement of Cash Flows and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 December 2023 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


Page 6

 
FIFTHDELTA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FIFTHDELTA LTD (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 4, 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.


Page 7

 
FIFTHDELTA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FIFTHDELTA LTD (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements for the investment management business and trade regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

inspecting correspondence with regulators and tax authorities;
discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
evaluating management's controls designed to prevent and detect irregularities; 
identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and
challenging assumptions and judgements made by management in their critical accounting estimates. 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.


Page 8

 
FIFTHDELTA LTD
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FIFTHDELTA LTD (CONTINUED)


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 2006Our 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 Auditors' 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.





Melanie Pittas (Senior statutory auditor)
  
for and on behalf of
Haysmacintyre LLP
 
Statutory Auditors
  
10 Queen Street Place
London
EC4R 1AG

11 March 2024
Page 9

 
FIFTHDELTA LTD
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
 £
£

  

Turnover
 4 
23,478,194
72,777,101

Cost of sales
  
(4,947,200)
(3,768,302)

Gross profit
  
18,530,994
69,008,799

Administrative expenses
  
(12,018,430)
(12,703,364)

Operating profit
 5 
6,512,564
56,305,435

Interest receivable and similar income
 9 
255,122
28,597

Interest payable and similar expenses
 10 
(170,387)
-

Profit before tax
  
6,597,299
56,334,032

Tax on profit
 11 
(855,991)
(10,278,391)

Profit for the financial year
  
5,741,308
46,055,641

There was no other comprehensive income for 2023 (2022:£NIL).

The notes on pages 15 to 25 form part of these financial statements.

Page 10

 
FIFTHDELTA LTD
REGISTERED NUMBER: 12696838

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 13 
348,511
359,228

Current assets
  

Debtors: amounts falling due after more than one year
 14 
254,518
254,518

Debtors: amounts falling due within one year
 14 
7,457,503
59,495,128

Cash at bank and in hand
 15 
6,461,346
5,331,598

  
14,173,367
65,081,244

Creditors: amounts falling due within one year
 16 
(5,646,295)
(17,306,197)

Net current assets
  
 
 
8,527,072
 
 
47,775,047

Provisions for liabilities
  

Deferred tax
 17 
(83,511)
(83,511)

Net assets
  
8,792,072
48,050,764


Capital and reserves
  

Called up share capital 
 18 
1,000,000
1,000,000

Profit and loss account
 19 
7,792,072
47,050,764

  
8,792,072
48,050,764


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 March 2024.




T Chaharbaghi
N A J O'Keeffe
Director
Director

The notes on pages 15 to 25 form part of these financial statements.

Page 11

 
FIFTHDELTA LTD
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2022
1,000,000
995,123
1,995,123



Profit for the year
-
46,055,641
46,055,641



At 1 January 2023
1,000,000
47,050,764
48,050,764



Profit for the year
-
5,741,308
5,741,308


Contributions by and distributions to owners

Dividends
-
(45,000,000)
(45,000,000)


At 31 December 2023
1,000,000
7,792,072
8,792,072


The notes on pages 15 to 25 form part of these financial statements.

Page 12

 
FIFTHDELTA LTD
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Profit for the financial year
5,741,308
46,055,641

Adjustments for:

Depreciation of tangible assets
177,488
99,209

Interest paid
170,387
-

Interest received
(255,122)
(28,597)

Decrease/(increase) in debtors
52,037,625
(55,679,173)

(Decrease)/increase in creditors
(1,511,280)
2,421,246

Corporation tax (paid)/payable
(10,148,622)
10,278,126

Net cash generated from operating activities

46,211,784
3,146,452


Cash flows from investing activities

Purchase of tangible fixed assets
(346,734)
(250,492)

Disposal of tangible fixed assets
179,963
-

Interest received
255,122
28,597

Net cash generated from/(used in) investing activities

88,351
(221,895)

Cash flows from financing activities

Dividends paid
(45,000,000)
-

Interest paid
(170,387)
-

Net cash used in financing activities
(45,170,387)
-

Net increase in cash and cash equivalents
1,129,748
2,924,557

Cash and cash equivalents at beginning of year
5,331,598
2,407,041

Cash and cash equivalents at the end of year
6,461,346
5,331,598


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
6,461,346
5,331,598


The notes on pages 15 to 25 form part of these financial statements.

Page 13

 
FIFTHDELTA LTD
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

5,331,598

1,129,748

6,461,346


The notes on pages 15 to 25 form part of these financial statements.

Page 14

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

FIFTHDELTA LTD is a private company limited by shares, incorporated in England and Wales. The Company's registered number is 12696838. Its registered office address and principal place of business is 1st Floor 15 Sackville Street, London, England, W1S 3DJ. 
The Company’s principal activity is the provision of investment management services.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors have reviewed the Company's liabilities over the next 12 months and consider the business to be a going concern. The directors closely monitor the cash flows of the Company and the capital adequacy requirements imposed by the FCA, with £6,461,346 of cash at the reporting date, the directors feel this is sufficient to support the Company as a going concern. The directors will continue to support the Company as required along with steps being taken by management to ensure that all financial commitments can be met when they fall due, including the provision of financial support from its parent undertakings.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.

Page 15

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.4

Revenue

Revenue, which is stated net of any value added tax and rebates, represents fees arising from the provision of investment management services.
Revenue is recognised on an accruals basis when the services have been performed and the following conditions are satisfied:
• the amount of revenue can be measured reliably;
• it is probable that the Company will receive the fees due.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.7

Pensions

Defined contribution pension scheme

The Company operates a defined contribution scheme for its employees under which the Company pays fixed contributions to an outsourced provider. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of financial position. The assets of the scheme are held separately from the Company in independently administered funds.

Page 16

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.8

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.9

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Motor vehicles
-
25%
on a reducing balance basis.
Office equipment
-
25%
using the straight-line method.
Computer equipment
-
33%
using the straight-line method.

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 17

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.10

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment. 

  
2.11

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

  
2.12

Creditors

Short term creditors are measured at the transaction price.

 
2.13

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans to related parties.

 
2.14

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Company's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised.
(a) Critical accounting estimates and assumptions
The directors do not consider that there are any estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
(b) Key sources of estimation uncertainty
The directors do not consider there to be any key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year. 

Page 18

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Revenue

An analysis of revenue by class of business is as follows:


2023
2022
£
£

Investment management and performance fees
18,797,672
69,276,053

Reimbursed fund expenses
4,680,522
3,501,048

23,478,194
72,777,101



5.


Operating profit

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

2023
2022
£
£

Depreciation
177,488
99,209

Foreign exchange losses/(gains)
12,989
(119,303)

Other operating lease rentals
259,873
267,744


6.


Auditors' remuneration

2023
2022
£
£


 
Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
17,500
12,450

Fees payable to the Company's auditors and their associates in respect of:

Taxation compliance services
3,500
3,000

All assurance services not included above
2,500
2,000

All non-audit services not included above
28,290
22,498
Page 19

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs, including directors' remuneration, were as follows:


2023
2022
£
£

Wages, salaries and bonuses
7,582,814
8,566,992

Social security costs
1,094,053
1,245,871

Cost of defined contribution pension scheme
142,180
106,192

8,819,047
9,919,055


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


        2023
        2022
            No.
            No.







17
15


8.


Directors' remuneration

2023
2022
£
£

Directors' emoluments
2,016,150
1,750,000


The highest paid director received remuneration of £1,008,075 (2022 - £875,000).


9.


Interest receivable

2023
2022
£
£


Other interest receivable
255,122
28,597


10.


Interest payable and similar expenses

2023
2022
£
£


Other interest payable
170,387
-

Page 20

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
1,569,666
10,476,457

Adjustments in respect of previous periods
(713,675)
(236,814)


Total current tax
855,991
10,239,643

Deferred tax


Origination and reversal of timing differences
-
38,748


Taxation on profit on ordinary activities
855,991
10,278,391

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2022 - lower than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
6,597,298
56,334,032


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
1,551,721
10,703,466

Effects of:


Fixed asset differences
(1,570)
(2,452)

Expenses not deductible for tax purposes
16,187
2,982

Capital allowances for year in excess of depreciation
(209)
9,300

Adjustments to tax charge in respect of prior periods
(713,675)
(236,814)

Adjustment in research and development tax credit leading to an increase/(decrease) in the tax charge
3,537
(198,091)

Total tax charge for the year
855,991
10,278,391


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Dividends

2023
2022
£
£


Dividends
45,000,000
-


13.


Tangible fixed assets





Motor vehicles
Office equipment
Computer equipment
Total

£
£
£
£



Cost or valuation


At 1 January 2023
207,475
164,167
172,522
544,164


Additions
182,684
47,945
116,105
346,734


Disposals
(207,475)
-
-
(207,475)



At 31 December 2023

182,684
212,112
288,627
683,423



Depreciation


At 1 January 2023
8,849
83,183
92,904
184,936


Charge for the year
49,110
50,309
78,069
177,488


Disposals
(27,512)
-
-
(27,512)



At 31 December 2023

30,447
133,492
170,973
334,912



Net book value



At 31 December 2023
152,237
78,620
117,654
348,511



At 31 December 2022
198,626
80,984
79,618
359,228

Page 22

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

14.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
254,518
254,518


2023
2022
£
£

Due within one year

Trade debtors
2,144,209
232,187

Amounts owed by group undertakings
4,400,000
9,699,065

Other debtors
473,988
407,576

Prepayments and accrued income
439,306
49,156,300

7,457,503
59,495,128


Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
Other debtors due after more than one year comprises a rent deposit of £254,518 (2022 - £254,518) due no sooner than 1 December 2025.


15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
6,461,346
5,331,598



16.


Creditors: amounts falling due within one year

2023
2022
£
£

Trade creditors
397,077
472,565

Corporation tax
327,570
10,476,192

Other taxation and social security
182,991
167,934

Other creditors
25,107
28,811

Accruals and deferred income
4,713,550
6,160,695

5,646,295
17,306,197


Page 23

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

17.


Deferred taxation




2023


£






At beginning of year
(83,511)



At end of year
(83,511)

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
(83,511)
(83,511)


18.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



1,000,000 (2022 - 1,000,000) Ordinary shares of £1 each
1,000,000
1,000,000



19.


Reserves

Profit and loss account

Includes all accumulated profits and losses less dividends paid.


20.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension charge represents contributions payable by the Company to the scheme and amounted to £142,180 (2022: £106,192). At the reporting date, a total of £13,113 contributions were payable to the scheme (2022: £9,164).

Page 24

 
FIFTHDELTA LTD
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Commitments under operating leases

At 31 December 2023 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
289,397
291,397

Later than 1 year and not later than 5 years
265,831
542,028

555,228
833,425


22.


Related party transactions

As at 31 December 2023 a total of £2,200,000 (2022: £4,849,532) was receivable from Four Gardens Capital Limited, a parent undertaking of the Company. 
As at 31 December 2023 a total of £2,200,000 (2022: £4,849,532) was receivable from Thurleigh Investments Limited, a parent undertaking of the Company.
These balances are unsecured, interest free and repayable on demand.


23.


Controlling party

FIFTHDELTA LTD’s parent undertakings are Four Gardens Capital Limited and Thurleigh Investments Limited, companies registered in England and Wales. 
There is no one controlling party.

Page 25