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Registered number: 02617599


NORTHLAND CAPITAL PARTNERS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
COMPANY INFORMATION


Directors
R Johnson 
T Maciver 




Company secretary
T Maciver



Registered number
02617599



Registered office
Prince Fredrick House
35-39 Maddox Street

London

W1S 2PP




Independent auditors
Xeinadin Audit Limited
Chartered Accountants & Statutory Auditors

8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD




Accountants
Elman Wall Limited
8th Floor

Becket House

36 Old Jewry

London

EC2R 8DD





 
NORTHLAND CAPITAL PARTNERS LIMITED
 

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 - 14
Analysis of net debt
15
Notes to the financial statements
16 - 31


 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2023

Introduction
 
The directors present the strategic report for Northland Capital Partners Limited (the 'Company') for the year ended 31 March 2023. 

Business review
 
The Directors hereby report the Company’s trading results for the year ended 31 March 2023. The Company continues its business relationship with Baden Hill LLP under the trading name Baden Hill and is focused on enhancing and diversifying current revenue streams.

Principal risks and uncertainties
 
The Company's business is highly dependent on stock market conditions, the inherent risks arising in the markets and sectors in which its clients operate, and the wider geo-political environment, including risks arising from the UK's withdrawal from the EU, as a whole. The Company is exposed to interest rate risk, liquidity risk, market risk, and credit risk. All risks are monitored by the Board of Directors and the management team and wherever possible mitigation action is taken.
The Company's policy in respect of interest rate risk and liquidity risk is to retain in readily accessible bank deposit accounts sufficient funds to enable the Company to meet its debts as they fall due, whilst earning interest at a commercial rate. The Company monitors its liquidity risk and financial resources on a continuous basis through rolling forecasts and expected cash flows.
The Company does not hold hedging instruments in respect of foreign currency risk, as the Directors consider the Company's foreign exchange balances and risks to be negligible.
The Company is primarily exposed to market risk arising from adverse movements in equity prices. Market risk is controlled by monitoring and administering tight limited on the level of equity positions. The maximum exposure to market risk is represented by the carrying value of the equity positions and derivative financial assets held. The Company does not use derivative financial instruments for speculative purposes.
The Company's principal financial assets are bank balances and cash, trade and other receivables, and investments.
The Company's credit risk is primarily attributable to its trade receivable. The amounts presented in the balance sheet are net of allowances for doubtful receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Company has no significant concentration of credit risk, with exposure spread over a large number of counterparties and customers.

Financial key performance indicators
 
The main KPIs of the business during the period relates to its ongoing business via Baden Hill LLP. The related turnover in 2023 amounted to £483k (2022: £513k) with a gross profit percentage of 3% (2022: 6%).

Board changes

There have been no Board changes this year and the Board continues to be Tania Maciver as Director and Corporate Secretary and Robert Johnson as Chairman and CEO.

Page 1

 
NORTHLAND CAPITAL PARTNERS LIMITED
 

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

Other key performance indicators
 
Given the current scaled back version of the business, it is the Board’s view that Other Key Performance indicators are not relevant or meaningful at this time.

S172 Statement - Directors' statement of compliance with duty to promote the success of the Company
 
We, as Directors of the Company, uphold the professional conduct and obligations as outlined under section 172(1) of the Companies Act 2006 ('Section 172'). Giving our compliance to this code of conduct, we as Directors, act in a way that we consider to most likely to promote the success of the company for the benefit of its owners. Our commitment to uphold such professional integrity encompasses the following factors (amongst many other considerations): 
•The likely consequences of any decision in the long term.
•The interests of the Company's employees.
•The need to foster the Company's business relationships with suppliers, customers, and all other external and internal stakeholders.
•The impact of the Company's operations on the wider community and the environment.
•The necessity of the Company to maintain a reputation for high standards of business conduct at all times.
•The requirement to act fairly with, and between, owners of the Company.
The likely consequences of any decision in the long term
Consideration of the consequences of any decision in both the short, medium and long term is duly considered as part of the decision-making process.
The interests of the company's employees
The company has no employees other than the directors.
The need to foster the group's business relationships with suppliers, customers, and others
Our customers are at the heart of everything we do.  As a result, the relationships with our customers and our suppliers are very important. We have nominated responsibility within each of our trading divisions who maintain our supplier relationships.
The impact of the company's operations on the community and the environment
The impact of our operations on the community and the environment is very important to us and that is why we regularly review our processes and procedures to seek continual improvements in this respect.  
At our offices, we promote waste reduction, the conservation of water and energy, and movement towards a paperless workplace. We purchase sustainable recyclable supplies and comply with all energy conservation and recycling programs required by our local municipalities, such as: 
• Separating recyclables such as bottles, plastics and paper from other trash and food waste. 
• Our office and IT equipment as well as our appliances are ENERGY STAR rated. Office equipment goes into sleep mode when inactive.
The desirability of the company maintaining a reputation for high standards of business conduct
Our company core values set out the values that are a fundamental part in how we deliver our mission.  Our core values include communicating honestly and openly in our interactions and set the standard for how we maintain high standards of business conduct.
The requirement to act fairly with, and between, owners of the Company
Excellent communication and strong policies and procedures ensure that all members act consistently and in line with our brand principles.

Page 2

 
NORTHLAND CAPITAL PARTNERS LIMITED
 

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

Future developments

Looking ahead over the next financial year, the Company is well placed from a cost standpoint and looks to bring in further transactions as well as to enter additional strategic relationships.  After fairing reasonably well through the Covid disruptions, the Company is seeking growth opportunities by adding clients, partnerships, or new investments in the coming year.
The Directors have complied with s414c of the Companies Act 2006 in preparing this strategic report.


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





R Johnson
Director

Date: 30 October 2023

Page 3

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2023

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

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.

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.

Principal activity

The Company's principal activity continues to be that of stockbroking services.

Accounting framework

The Company has adopted Financial Reporting Standard 102 (FRS 102) in the preparation of these financial statements.

Baden Hill

On 1st August 2017 the Company entered in an agreement with Baden Hill LLP which operates as a trading name of Northland Capital Partners Limited providing corporate broking services to UK equities. Revenue generated through the Company is apportioned on the basis of origination. Further details are set out in note 19.

Going concern

The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the forseeable future. Thus they continue to adopt the going concern basis in preparing the annual financial statements.

Page 4

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023

Results and dividends

The loss for the year, after taxation, amounted to £275,946 (2022 - profit £309,021).

During the current or prior years no dividends were declared.

Directors

The directors who served during the year were:

R Johnson 
T Maciver 

Engagement with suppliers, customers and others

The company continues to maintain strong relationships with Baden Hill LLP, its customers and its wider suppliers.

Matters covered in the Strategic report

As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts
and Reports) Regulation 2008, certain matters which are required to be disclosed in the Directors' Report have
been omitted as they are included in the Strategic Report. These matters relate to future developments and the
financial risk management objectives and policies.

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.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditorsXeinadin Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 October 2023 and signed on its behalf.
 





R Johnson
Director

Page 5

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHLAND CAPITAL PARTNERS LIMITED
 

Opinion


We have audited the financial statements of Northland Capital Partners Limited (the 'Company') for the year ended 31 March 2023, which comprise the Statement of comprehensive income, the Statement of financial position, the Statement of cash flows, the Statement of changes in equity 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 March 2023 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 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

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHLAND CAPITAL PARTNERS LIMITED (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 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.


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

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHLAND CAPITAL PARTNERS LIMITED (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:

Enquiry of management and those charged with governance around actual and potential litigation and claims to identify any instances of non-compliance with laws and regulations;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias.

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 riskincreases 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

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTHLAND CAPITAL PARTNERS LIMITED (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.





Ian Palmer FCA (Senior statutory auditor)
  
for and on behalf of
Xeinadin Audit Limited
 
Chartered Accountants
Statutory Auditors
  
8th Floor
Becket House
36 Old Jewry
London
EC2R 8DD

30 October 2023
Page 9

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
Note
£
£

  

Turnover
 4 
536,770
889,040

Cost of sales
  
(552,522)
(542,127)

Gross (loss)/profit
  
(15,752)
346,913

Administrative expenses
  
(117,683)
(56,719)

Fair value movements
  
(145,991)
12,005

Operating (loss)/profit
 5 
(279,426)
302,199

Profit/loss on disposal of unlisted investments
  
-
6,614

Interest receivable and similar income
  
3,480
208

(Loss)/profit before tax
  
(275,946)
309,021

Tax on (loss)/profit
 9 
-
-

(Loss)/profit for the financial year
  
(275,946)
309,021

There were no recognised gains and losses for 2023 or 2022 other than those included in the statement of comprehensive income.

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

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
NORTHLAND CAPITAL PARTNERS LIMITED
REGISTERED NUMBER: 02617599

STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 10 
1,880
3,899

Investments
 11 
282,014
428,005

  
283,894
431,904

Current assets
  

Debtors Within One Year
  
119,119
252,312

Cash at bank and in hand
 13 
76,480
174,724

  
195,599
427,036

Creditors: amounts falling due within one year
 14 
(123,864)
(147,950)

Net current assets
  
 
 
71,735
 
 
279,086

Total assets less current liabilities
  
355,629
710,990

Creditors: amounts falling due after more than one year
 15 
(20,585)
(100,000)

  

Net assets
  
335,044
610,990


Capital and reserves
  

Called up share capital 
 17 
2,040,627
2,040,627

Share premium account
 18 
3,382,850
3,382,850

Capital redemption reserve
 18 
1,368
1,368

Profit and loss account
 18 
(5,089,801)
(4,813,855)

  
335,044
610,990


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2023.



R Johnson
Director

The notes on pages 16 to 31 form part of these financial statements.

Page 11

 
NORTHLAND CAPITAL PARTNERS LIMITED
 

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


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Total equity

£
£
£
£
£


At 1 April 2021
2,040,627
3,382,850
1,368
(5,122,876)
301,969


Comprehensive income for the year

Profit for the year
-
-
-
309,021
309,021



At 1 April 2022
2,040,627
3,382,850
1,368
(4,813,855)
610,990


Comprehensive income for the year

Loss for the year
-
-
-
(275,946)
(275,946)


At 31 March 2023
2,040,627
3,382,850
1,368
(5,089,801)
335,044


The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
NORTHLAND CAPITAL PARTNERS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(275,946)
309,021

Adjustments for:

Depreciation of tangible assets
2,019
1,874

Interest received
(3,480)
(208)

Decrease/(increase) in debtors
133,193
(92,601)

Increase/(decrease) in creditors
1,724
(161,274)

(Decrease)/increase in amounts owed to groups
(79,415)
-

Net fair value losses/(gains) recognised in P&L
145,991
(12,005)

Corporation tax (paid)/received
(25,810)
25,810

Profit on sale of unlisted investments
-
(6,614)

Net cash generated from operating activities

(101,724)
64,003

Page 13

 
NORTHLAND CAPITAL PARTNERS LIMITED
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2023


2023
2022

£
£



Cash flows from investing activities

Purchase of tangible fixed assets
-
(2,608)

Purchase of listed investments
-
(27,500)

Sale of unlisted and other investments
-
46,614

Interest received
3,480
208

Net cash from investing activities

3,480
16,714


Net (decrease)/increase in cash and cash equivalents
(98,244)
80,717

Cash and cash equivalents at beginning of year
174,724
94,007

Cash and cash equivalents at the end of year
76,480
174,724


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
76,480
174,724

76,480
174,724


The notes on pages 16 to 31 form part of these financial statements.

Page 14

 
NORTHLAND CAPITAL PARTNERS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2023




At 1 April 2022
Cash flows
At 31 March 2023
£

£

£

Cash at bank and in hand

174,724

(98,244)

76,480

Debt due after 1 year

(100,000)

79,415

(20,585)


74,724
(18,829)
55,895

The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

1.


General information

Northland Capital Partners Limited (the "Company") is a private limited company incorporated in the United Kingdom under the Companies Act.  The address of the registered office is given on the Company Information page.  The nature of the Company's operations and its principal activities are set out in the Directors' Report on page 2.
The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Financial Reporting Standard 102 (FRS 102) issued by the Financial Reporting Council.

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).

 
2.2

Going concern

The Company's business activities, together with the factors likely to affect its future development, performance and position are set out in the strategic report.  The directors' report further describes the financial position of the Company; its cash flows, liquidity position and borrowing facilities; the Company's objectives, policies and processes for managing its capital; its financial risk management objectives; details of its financial instruments and hedging activities and its exposure to credit risk and liquidity risk.
The Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future.  Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements.

Page 16

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.3

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:

Computer equipment
-
33%
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

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

  
2.4

Impairment of assets

Assets, other than those measured at fair value, are assessed for indicators of impairments at each balance sheet date.  If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.
Non-financial assets
An asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced.  The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.
Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal.  An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.  Where a reversal of impairment occurs in respect of a Cash Generating Unit (CGU), the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.
Financial assets
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event  occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal.  An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable amount value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

Page 18

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.5

Taxation

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.

  
2.6

Turnover

Turnover is stated net of VAT and trade discounts and is recognised when the significant risks and rewards are considered to have been transferred to the buyer.  Turnover from the supply of services represents the value of services provided under contracts to the extent that there is a right to consideration and is recorded at the fair value of the consideration received or receivable.  Where a contract has only been partially completed at the balance sheet date turnover represents the fair value of the service provided to date based on the stage of completion of the contract activity at the balance sheet date.  Where payments are received from customers in advance of services provided, the amounts are recorded as deferred income and incuded as part of creditors due within one year.

 
2.7

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 and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Page 19

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)

 
2.8

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.

 
2.9

Interest income

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

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.11

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.

 
2.12

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

 
2.13

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.14

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, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 20

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

2.Accounting policies (continued)


2.14
Financial instruments (continued)

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Investments in non-derivative instruments that are equity to the issuer are measured:
at fair value with changes recognised in the Statement of comprehensive income if the shares are publicly traded or their fair value can otherwise be measured reliably;
at cost less impairment for all other investments.

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 Statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the reporting date.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate. The company does not currently apply hedge accounting for interest rate and foreign exchange derivatives.

Page 21

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts 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 estiamte is revised if the revision affects only that period, or in the period of the revision and future period if the revision affects both the current and future periods.
Critical judgements in applying the Company's accounting policies
The following are the critical judgements, apart from those involving estimations (which are dealt with separately below), that the Directors have made in the process of applying the Company's accounting policies and that have the most significant effect on the amounts recognised in the financial statements.
Derivative financial assets
The Company receives derivative financial assets through the normal course of its business.  The fair value of derivative financial assets is reviewed at each balance sheet date by use of the Black-Scholes pricing model.  The Company treats its derivative financial assets as a portfolio and estimates volatility (a key input to the Back-Scholes model) based on the volatility of the Aim index.  Where an individual derivative instrument is particularly significant compared to the portfolio as a whole, the volatility of the individual underlying instrument, rather than the Aim index is used as an input in the pricing model.  For the derivatives valued using a portfolio approach, the volatility used is a subjective judgement.


4.


Turnover

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


2023
2022
£
£

Corporate finance and stockbroking services
483,270
670,776

Trading income
53,500
218,264

536,770
889,040


All turnover arose within the United Kingdom.

Page 22

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

5.


Operating (loss)/profit

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

2023
2022
£
£

Depreciation
2,019
3,220

Exchange differences
(226)
1,889

Other operating lease rentals
712
903


6.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2023
2022
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
10,000
10,000

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

Non audit services
3,500
3,500


7.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).


8.


Interest receivable

2023
2022
£
£


Other interest receivable
3,480
208

3,480
208

Page 23

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

9.


Taxation


2023
2022
£
£



Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
-

Decrease in estimate of recoverable deferred tax asset
-
-

Total deferred tax
-
-


Taxation on profit on ordinary activities
-
-
The Company has unused trading losses and allowances of £7,066,395 (2022: £6,964,762) in respect of which it has not recognised a deferred tax asset as there is insufficient certainty that the losses will be utilised.


Factors affecting tax charge for the year

The tax assessed for the year is the same as (2022 - the same as) the standard rate of corporation tax in the UK of 19% (2022 - 19%) as set out below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(275,946)
309,021


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(52,430)
58,714

Effects of:


Expenses not deductible for tax purposes
42,080
143

Capital allowances for year in excess of depreciation
-
(149)

Changes to tax charge in relation to deferred taxation
10,350
(58,708)

Total tax charge for the year
-
-

Page 24

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

10.


Tangible fixed assets





Computer equipment

£



Cost or valuation


At 1 April 2022
6,058



At 31 March 2023

6,058



Depreciation


At 1 April 2022
2,159


Charge for the year on owned assets
2,019



At 31 March 2023

4,178



Net book value



At 31 March 2023
1,880



At 31 March 2022
3,899

Page 25

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

11.


Fixed asset investments





Investments in subsidiary companies
Listed investments
Unlisted investments
Total

£
£
£
£



Cost or valuation


At 1 April 2022
1,000
207,005
220,000
428,005


Revaluations
-
(145,991)
-
(145,991)



At 31 March 2023
1,000
61,014
220,000
282,014





Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Swan Alley (Nominees) Limited
Prince Fredrick House, 35-39 Maddox Street, London, England, W1S 2PP
Dormant
Ordinary Shares
100%

The aggregate of the share capital and reserves as at 31 March 2023 and the profit or loss for the year ended on that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Swan Alley (Nominees) Limited
1,000
-

Swan Alley (Nominees) Limited is a dormant company as defined by the Companies Act 2006, with registered address Prince Fredrick House, 35-39 Maddox Street, London, England, W1S 2PP, and is not consolidated in the financial statements of Northland Capital Partners Limited.


12.


Debtors

2023
2022
£
£


Trade debtors
18,300
68,251

Other debtors
75,994
157,583

Prepayments and accrued income
24,825
26,478

119,119
252,312


Page 26

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

13.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
76,480
174,724

76,480
174,724



14.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
1,870
-

Amounts owed to group undertakings
1,000
1,000

Corporation tax
-
25,810

Other taxation and social security
-
1,904

Other creditors
100
100

Accruals
120,894
119,136

123,864
147,950



15.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Amounts owed to group undertakings
20,585
100,000

20,585
100,000


Page 27

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

16.


Financial instruments and risk management

Capital risk management
The Company manages its capital to ensure that it is able to continue as a going concern.  The capital structure consists solely of shareholders' equity, comprising issued capital, reserves, and retained earnings.
Externally imposed capital requirement
The Company is subject to the Capital Requirements Directive, which sets out minimum levels of capital required to carry out certain regulated activities.  The Company was compliant with its regulatory capital requirements at 31 March 2023.
Liquidity risk management
The Company monitors its cash flow on a daily basis to ensure that cash flows will adequately meet future funding commitments.


Financial assets

2023
2022
£
£



Measured at fair value through profit or loss
        •   Fixed asset listed investments
61,014
207,005

Cash at bank & in hand
76,466
174,724

Measured at undiscounted amount receivable
•   Trade and other debtors
94,294
225,834

231,774
607,563


Financial liabilities


Measured at amortised cost
•   Loans payable
20,585
100,000

Measured at undiscounted amount payable
•   Trade and other creditors
1,970
100

22,555
100,100

Page 28

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023
The Company's income, expense, gains and losses in respect of financial instruments are summarised below:





 
Fair value gains and (losses)
On financial assets (including listed investments) measured at fair value through profit or loss
(145,991)
12,005


All financial assets measured at fair value through profit or loss can be classified as Level 1 or Level 2 in the fair value hierarchy.  There were no movements of financial assets into or out of fair value hierarchy classifications.

Page 29

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

17.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



262,052,600 (2022 - 262,052,621) Ordinary 0.01p shares shares of £0.0001 each
26,205
26,205
203,448,500 (2022 - 203,448,500) Deferred 0.99p shares shares of £0.0099 each
2,014,140
2,014,140
2,821,528 (2022 - 2,821,528) A Ordinary 0.01p shares shares of £0.0001 each
282
282

2,040,627

2,040,627

Purchase of own shares
On 27 November 2019 the company purchased for cancellation 13,675,002 of its own A Ordinary shares of 0.01 pence each from Northland Capital Partners Limited Employee Benefit Trust for a consideration of £376.  
A Ordinary 0.01 pence shares
On 16 September 2015 the Company amended its Articles of Association by special resolution and created a second class of Ordinary shares, the A Ordinary 0.01 pence shares rank pari passu with the Ordinary 0.01 pence shares except that, no A Ordinary shareholder shall transfer, sell, encumber or dispose of any shares without the consent of the Board of Directors. 
Deferred 0.99 pence shares
Following a subdivision of shares by written resolution on 26 February 2015, 203,448,500 deferred 0.99 pence shares were created, and at both 31 March 2019 and 31 March 2018, there were 203,448,500 deferred 0.99 pence shares in issue.  The Deferred shares carry no right to attend or vote at a general meeting, no right to receive a dividend, and the right to a return of assets in a winding up only after the repayment of capital on the ordinary shares and the payment of £100,000,000 per ordinary share.



18.


Reserves

Share premium account

Share premium includes any premium recevied on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Capital redemption reserve

Records the nominal value of shares repurchased by the company. 

Profit and loss account

Includes all current and prior period retained profit and losses.

Page 30

 
NORTHLAND CAPITAL PARTNERS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2023

19.


Related party transactions

Swan Alley (Nominees) Limited, the subsidiary company, was owed £1,000 (2022: £1,000) by the Company as at the year end.
SCI Holdings INC, the holding company, was owed £20,585 (2022: £100,000) by the Company as at the year end.
During the year the company advanced £33,271 (2022: £79,415) to the directors of the company and repayments of £79,415 (2022: £Nil) were made to the company. Interest of £3,480 (2022: £208)  at the official HMRC rates was charged on this. At the year end £36,751 (2022: £79,415) was owed to the company.
During the year the company purchased consultancy services amounting to £30,000 (2022: £30,000) from R Johnson, a director of the company.
The Group has taken the exemption available to not disclose transactions within the year, between wholly
owned subsidiaries.


20.


Baden Hill

On 1st August 2017 the Company entered into an agreement with Baden Hill LLP, (registered in England and Wales as number OC372657) which operates as a boutique corporate finance advisor offering a range of investment banking services based around relationship-driven investment advice, research, sales and trading ideas in UK and European mid and large cap equities. Baden Hill operates as a trading name of the company and all turnover generated as a result of this agreement is invoiced by the Company and then, depending on the apportionment agreed by the Company with Baden Hill for each transaction, an amount is remitted to Baden Hill after deducting certain agreed charges. Consequently, turnover is grossed up by Baden Hill related transactions. In the financial year ended 2023 total turnover attributable to the Baden Hill arrangement was £483,270 (2022: £513,276). The agreement is subject to cancellation with six months' notice following the first anniversary of signing.


21.


Controlling party

Mr Robert Alan Johnson is the ultimate controlling party by virtue of his shareholding.

 
Page 31