ACCOUNTS - Final Accounts


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Registered number: 08442722















Xenith Finance Limited
Report And Financial Statements
 31 December 2020



























 
Xenith Finance Limited
 

COMPANY INFORMATION


Directors
J G Milligan 
M D Ueckermann 




Company secretary
S D Holland



Registered number
08442722



Registered office
11-13 Wakley Street
Church Lane

London

EC1V 7LT




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH





 
Xenith Finance Limited
 

STRATEGIC REPORT
For the Year Ended 31 December 2020

Principal activity and business review
 
The principal activity of the company during the year was the provision of finance and administrative services to its subsidiary, Xenith Document Systems Ltd.

Principal risks and uncertainties
 
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks and uncertainties affecting the company are considered to relate to the performance of its subsidiary and the satisfaction of bank covenants by the group of which the company is a member.

Financial key performance indicators ("KPIs")
 
Given the straightforward nature of the business and the company's accounts, the company's director is of the opinion that analysis using KPIs is not necessary for an understanding of the development, performance or position of the business.


This report was approved by the board on 30 March 2022 and signed on its behalf.




J G Milligan
Director

Page 1

 
Xenith Finance Limited
 
 
DIRECTORS' REPORT
For the Year Ended 31 December 2020

The directors present their report and the financial statements for the year ended 31 December 2020.

Results and dividends

The loss for the year, after taxation, amounted to £463,723 (2019 - profit £5,539,439).

During the year the company paid dividends of £nil (2019 - £1,278,439).

Director

The director who served during the year was:

J G Milligan 

M D Ueckermann was appointed as a director on 26 May 2021.

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;

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 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 auditor

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 auditor is 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 auditor is aware of that information.

Page 2

 
Xenith Finance Limited
 

DIRECTORS' REPORT (CONTINUED)
For the Year Ended 31 December 2020


Auditor

The auditor, Blick Rothenberg Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 March 2022 and signed on its behalf.
 





J G Milligan
Director

Page 3

 
Xenith Finance Limited
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XENITH FINANCE LIMITED
 

Opinion
We have audited the financial statements of Xenith Finance Limited (the 'Company') for the year ended 31 December 2020, which comprise the Statement of Income and Retained Earnings, the Balance Sheet and the notes to the financial statements, 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 2020 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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 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.

Material uncertainty related to going concern
We draw attention to note 1.2 in the financial statements, which indicates that the Covid-19 pandemic has had a significant impact on the wider group's results, and further lockdowns may result in the group breaching the financial covenants relating to its loan facilities. As stated in note 1.2, these events or conditions, along with the other matters as set forth in note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
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.

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.

Page 4

 
Xenith Finance Limited
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XENITH FINANCE LIMITED (CONTINUED)

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 2, 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. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion.
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the Group and parent Company's policies with regards to identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; enquiring of management concerning the Group and parent Company’s policies for detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the Group and the parent Company’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the Group and parent Company operate in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the Group. The key laws and regulations we considered in this context included the UK Companies Act 2006, as applied to limited liability partnerships, the Financial Services and Markets Act 2000 and applicable tax legislation.
A particular focus area included the risk of fraud through management override of controls. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the Group and parent Company for evidence of any large or unusual activity which may be
Page 5

 
Xenith Finance Limited
 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF XENITH FINANCE LIMITED (CONTINUED)

indicative of fraud or the inadvertent receipt of client monies; enquiring of management in relation to any potential litigation and claims; and testing the appropriateness of journal entries and other adjustments.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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 Auditor's Report.

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 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.




Shaun Melvin (Senior Statutory Auditor)
for and on behalf of
Blick Rothenberg Audit LLP
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
London
WC2B 5AH

6 April 2022
Page 6

 
Xenith Finance Limited
 

STATEMENT OF INCOME AND RETAINED EARNINGS
For the Year Ended 31 December 2020

2020
2019
Note
£
£

  

Turnover
 2 
150,000
150,000

Gross profit
  
150,000
150,000

Administrative expenses
  
-
2,200

Operating profit
 3 
150,000
152,200

Dividend income
  
-
5,996,622

Interest payable and similar expenses
 6 
(613,723)
(609,383)

(Loss)/profit before tax
  
(463,723)
5,539,439

(Loss)/profit after tax
  
(463,723)
5,539,439

  

  

Retained earnings at the beginning of the year
  
(191,558)
(4,452,523)

  
(191,558)
(4,452,523)

(Loss)/profit for the year
  
(463,723)
5,539,439

Dividends declared and paid
  
-
(1,278,474)

Retained earnings at the end of the year
  
(655,281)
(191,558)

There were no recognised gains and losses for 2020 or 2019 other than those included in the statement of income and retained earnings.

The notes on pages 9 to 13 form part of these financial statements.

Page 7

 
Xenith Finance Limited
Registered number:08442722

BALANCE SHEET
As at 31 December 2020

2020
2019
Note
£
£

Fixed assets
  

Investments
 8 
20,263,705
20,263,705

Current assets
  

Debtors
  
658,860
508,860

Creditors: amounts falling due within one year
 9 
(10,601,824)
(9,988,101)

Net current liabilities
  
 
 
(9,942,964)
 
 
(9,479,241)

Total assets less current liabilities
  
10,320,741
10,784,464

Creditors: amounts falling due after more than one year
 10 
(10,945,466)
(10,945,466)

  

Net liabilities
  
(624,725)
(161,002)


Capital and reserves
  

Called up share capital 
 12 
30,556
30,556

Profit and loss account
  
(655,281)
(191,558)

  
(624,725)
(161,002)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 March 2022.




J G Milligan
Director

The notes on pages 9 to 13 form part of these financial statements.

Page 8

 
Xenith Finance Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2020

1.Accounting policies

 
1.1

Basis of preparation of financial statements

Xenith Finance Limited is a private limited company incorporated in the UK. 
The company's registered address is 11-13 Wakley Street, London, EC1V 7LT. 
The financial statements have been prepared under the historical cost convention 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 judgment in applying the Company accounting policies.
The directors do not consider there to be any key accounting estimates or judgements that materially affect the financial statements.
The company is itself a subsidiary company and is exempt from the requirement to prepare group accounts by virtue of section 400 of the Companies Act 2006. These financial statements therefore present information about the company as an individual undertaking and not about its group. 
The company has taken advantage of the exemption under FRS 102 from disclosing transactions with wholly owned members of the Xenith Document Services Limited group.
The following principal accounting policies have been applied:

 
1.2

Going concern

The directors have prepared forecasts which show that the company is able to meet its liabilities as they fall due for both the next twelve months and the long term from the date of signing of these financial statements.
The Covid-19 pandemic has had a significant impact on the Xenith group's results. The forecasts by the directors show adequate headroom in the financial covenants relating to the group's loan facilities, however in the event of further lockdowns, trading would suffer which could lead to a breach in these covenants. Accordingly, there is a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. The directors have taken adequate measures to safeguard the group's future and they believe such an outcome described above is extremely unlikely. Accordingly the directors have a reasonable expectation that the business has adequate resources to continue in operational existence for the foreseeable future and therefore have adopted the going concern basis of accounting in preparing these financial statements.

  
1.3
Cash flow

The company has no bank accounts and holds no cash or cash equivalents. Therefore these accounts do not include a cash flow statement.

 
1.4

Turnover

Turnover represents management charges receivable from Xenith Document Systems Ltd. Management charges are recognised as they accrue across the year. 

 
1.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 9

 
Xenith Finance Limited
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2020

1.Accounting policies (continued)

 
1.6

Financial instruments

The company does not trade in financial instruments and all such instruments arise directly from operations. All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The company does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. 
Trade and other short term creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. Other financial liabilities, including bank and other loans, are measured initially at fair value, net of transaction costs, and are subsequently measured at amortised cost using the effective interest rate method. 

 
1.7

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.

 
1.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.


2.


Turnover

The whole of the turnover is attributable to management fee income.

All turnover arose within the United Kingdom.


3.


Operating profit

Audit fees for the company in the year have been borne by Xenith Document Systems Ltd, a subsidiary undertaking of the company. 



4.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2019 - £NIL).

Page 10

 
Xenith Finance Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2020

5.


Income from investments

2020
2019
£
£





Dividends received from unlisted investments
-
(5,996,622)



6.


Interest payable and similar expenses

2020
2019
£
£


Bank interest payable
344,000
301,162

On other loans
269,723
308,221

613,723
609,383


7.


Taxation


2020
2019
£
£

Current tax


Total current tax
-
-

Factors affecting tax charge for the year

The tax assessed for the year differs from the standard rate of corporation tax in the UK of 19% (2019 - 
19%). The differences are explained below:

2020
2019
£
£


(Loss)/profit on ordinary activities before tax
(463,723)
5,539,439


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2019 - 19%)
(88,107)
1,052,493

Effects of:


Dividends from UK companies
-
(1,139,358)

Unrelieved tax losses carried forward
88,107
-

Group relief
-
86,865

Total tax charge for the year
-
-

Page 11

 
Xenith Finance Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2020

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2020
20,263,705



At 31 December 2020
20,263,705





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Principal activity

Class of shares

Holding

Xenith Document Systems Ltd
Provision of Intelligent Workplace Services
Ordinary
100%

The subsidiary is incorporated in the UK and has the same registered address as the company.


9.


Creditors: Amounts falling due within one year

2020
2019
£
£

Amounts owed to group undertakings
10,311,599
9,885,455

Accruals and deferred income
290,225
102,646

10,601,824
9,988,101



10.


Creditors: Amounts falling due after more than one year

2020
2019
£
£

Bank loans
6,800,000
6,800,000

Other loans
4,145,466
4,145,466

10,945,466
10,945,466


Secured loans
Bank loans due in more than one year are secured against the assets of the Xenith Document Services Limited group.

Page 12

 
Xenith Finance Limited
 
 

NOTES TO THE FINANCIAL STATEMENTS
For the Year Ended 31 December 2020

11.


Loans


Analysis of the maturity of loans is given below:


2020
2019
£
£



Amounts falling due 2-5 years

Bank loans
6,800,000
6,800,000

Other loans
4,145,466
4,145,466


10,945,466
10,945,466


Other loans comprise loan notes due for repayment in 2023 which accrue interest at LIBOR plus 6%.


12.


Share capital

2020
2019
£
£
Allotted, called up and fully paid



2,750,000 (2019 - 2,750,000) Ordinary A shares of £0.01 each
27,500
27,500
305,556 (2019 - 305,556) Ordinary B shares of £0.01 each
3,056
3,056

30,556

30,556


The Ordinary A shares and Ordinary B shares rank pari passu except that on a return of capital on liquidation, reduction of capital or otherwise, the surplus assets of the company remaining after payment of its liabilities shall be applied in the following manner and order of priority: 
• first, in paying to the holders of the Ordinary A shares the nominal value of the Ordinary A shares,
• second, in paying to the holders of the Ordinary B shares the nominal value of the Ordinary B shares, and
• third, in distributing the balance amongst the holders of the Ordinary A shares, pro rate to the number of such Ordinary A shares held.          



13.


Ultimate parent undertaking and controlling party

The company's immediate parent undertaking is Xenith Managed Services Limited, a company registered in England and Wales. 
The company's ultimate parent undertaking is Xenith Document Services Limited, a company registered in England and Wales. Xenith Document Services Limited heads the largest and smallest group of companies for which consolidated accounts including the company's position and results are available. Copies of the consolidated accounts can be obtained from Companies House, Crown Way, Maindy, Cardiff, CF14 3UZ.
The ultimate controlling party is J G Milligan.

Page 13