Registered number:
FOR THE PERIOD ENDED 31 MARCH 2024
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INFORMATION
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CONTENTS
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MEMBERS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
The members present their annual report together with the audited financial statements of Calunius Capital LLP ("the LLP") for the 15 month period ended 31 March 2024. The accounting reference date was changed from 31 December to 31 March during the period to coincide with the basis period reform announced by HMRC which came into effect in April 2024.
Principal activities
The principal activity of the LLP is the provision of advisory services in accordance with underlying agreements. The provision of advisory services to Calunius Capital GP 3 Limited is the main source of income for the LLP as summarised in note 14. The agreements with Funds 1 and 2 expired in the year and now the LLP only provides services to fund 3.
The members have considered the performance of the LLP in line with its advisory role and the profit generated in the year of £378,704 (2022: £330,877). The members are comfortable with the LLP's performance in the year.
Designated Members
M R Smith and M A Wells were designated members of the LLP throughout the year.
Members
C Stuerwald and L Perrin were members of the LLP throughout the year.
Members' capital and interests
Each member's subscription to the capital of the LLP is determined by their share of the profit and is repayable following retirement from the LLP.
Details of changes in members' capital in the ended 31 March 2024 are set out in the Reconciliation of members' interests.
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions and other benefits. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year, subject to the cash requirements of the business.
Members' responsibilities statement
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 LLP and of the profit or loss of the LLP for that period.
In preparing these financial statements, the members are required to:
∙select suitable accounting policies and then apply them consistently;
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MEMBERS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
∙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 LLP will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the LLP 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 members at the time when this Members' report is approved has confirmed that:
∙so far as that member is aware, there is no relevant audit information of which the LLP's auditors are unaware, and
∙that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.
This report was approved by the members on 23 July 2024 and signed on their behalf by:
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALUNIUS CAPITAL LLP
We have audited the financial statements of Calunius Capital LLP (the 'LLP') for the period ended 31 March 2024, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Reconciliation of members' interests and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
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 LLP 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.
In auditing the financial statements, we have concluded that the members' 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 LLP'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 members 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 Auditors' report thereon. The members are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and 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
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALUNIUS CAPITAL LLP (CONTINUED)
that fact.
We have nothing to report in this regard.
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 LLP we identified that the principal risks of non-compliance are with the Financial Conduct Authority ("FCA") rules relates to the investment advisory business 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, 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:
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CALUNIUS CAPITAL LLP (CONTINUED)
∙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, with various criteria including, but not exclusive to 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.
This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP'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 LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024
The financial statements were approved and authorised for issue by the members and were signed on their behalf on
The notes on pages 10 to 16 form part of these financial statements.
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RECONCILIATION OF MEMBERS' INTERESTS
FOR THE PERIOD ENDED 31 MARCH 2024
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STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
Calunius Capital LLP is a limited liability partnership incorporated in England and Wales.
The principal place of business is 4-12 Regent Street, Rex House, London, SW1Y 4PE. The registered office is 10 Queen Street Place, London, EC4R 1AG. The financial statements are presented in Sterling (£), which is consistent with the LLP's functional currency.
2.Accounting policies
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 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".
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 LLP's accounting policies (see note 3).
The following principal accounting policies have been applied:
In preparing the financial statements, the members have considered the performance of the LLP over a period of 12 months from the date of approval of the financial statements. Forecasts and budgets were prepared in accordance with the LLP's regulatory reporting requirements.
Whilst the LLP generated a profit of £378,704 this year and had cash of £94,477 at the year end, management are aware that the performance of the LLP is fully contingent on a cost-plus arrangement in place with Calunius GP3 Limited in its capacity as general partner of the Calunius LItigation Risk Fund 3 LP, which renews annually. Management have obtained a letter of support from the Directors of the Fund confirming their intentions to continue to honor this arrangement with no material changes for a period of at least 12 months from the date of approval of these financial statements. On this basis, management are confident that preparation of the financial statements on a going concern basis is appropriate. Turnover relates to advisory fees earned in accordance with the underlying agreements. These are accounted for on an accruals basis.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
2.Accounting policies (continued)
The LLP only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable, loans to and from to related parties.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Income Statement.
During the year £26,000 was transferred to members' capital interests from debts due to members.
The members do not consider there to be critical estimates and judgements applicable to the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
Loans and other debts due to members may be further analysed as follows:
Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.
The entity operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the entity in an independently administered fund. The pension cost charge represents contributions payable by the entity to the fund and amounted to £3,424 (2022: £2,626). Contributions totalling £nil (2022: £nil) were payable to the fund at the reporting date.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
The members do not consider there to be one overall controlling party.
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