Registered number: 11909536
NOAM HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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NOAM HOLDINGS LIMITED
COMPANY INFORMATION
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S G E Langford (resigned 15 August 2024)
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Chartered Accountants & Statutory Auditor
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NOAM HOLDINGS LIMITED
CONTENTS
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Independent Auditors' Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the Financial Statements
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NOAM HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023
The principal activity of Noam Holdings Limited and the three subsidiaries (“the Group”) is an agency and matched principal broker, facilitating transactions in cash equity, equity derivatives and foreign exchange products for an institutional client base.
The directors have undertaken a comprehensive review of the Group's financial and business metrics and are satisfied with the performance for the financial year end to 31 July 2023.
Principal risks and uncertainties
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The principal risks facing the Group are:
- Competition from other brokerage and financial services firms
- The lack of highly skilled brokers to assist in the continued growth and development
- The continued market requirement to invest in trading technology and infrastructure
The above can restrict the Group in securing and maintaining market share in often difficult trading conditions.
The Group also faces credit, interest rate, liquidity, foreign exchange, operational, capital and regulatory environment risk in the normal course of business. As the Group transacts on an agency or matched principal basis, its exposure to credit and market risk is limited.
The above risks are mitigated by having stringent internal controls, including detailed monitoring of client executions, daily revenue reporting and stringent and timely reconciliation processes with clearing firms.
Financial key performance indicators
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The key financial indicators are turnover of £6,481,855 and net loss before tax of £288,317. The board considers that these are in line with expectations.
Other key performance indicators
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The Group’s long term strategy and core objectives dictate the key performance indicators (“KPIs”) that senior management and the board monitor, target and measure. These KPIs fulfil two roles:
1) To give senior management a framework to evaluate the overall performance of the Group.
2) To provide senior management with clear guidelines and focus on areas which are critical to the success and growth of the Group.
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NOAM HOLDINGS LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
Directors' statement of compliance with duty to promote the success of the Group
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The Directors of the Group are aware of their requirement to act in the best interests of the following related stakeholders:
Shareholders
The Directors have regular contact with the shareholders in order to maximise the Group's long-term growth prospects and the opportunity for a dividend stream.
Customers
The Group's customer base is purely institutional clients. The Directors prioritise compliance with the FCA whilst ensuring each client's best interests are served.
Suppliers
The Group has various key supplier relationships which it maintains to ensure the smooth running of the business.
Community and the environment
The Group actively seeks to reduce its carbon footprint by virtue of its entirely online and paperless business. The Directors also encourage regular attendance at industry related networking events in order to build and maintain strong relationships within the community.
This report was approved by the board and signed on its behalf.
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NOAM HOLDINGS LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 JULY 2023
The director presents his report and the audited financial statements for the year ended 31 July 2023.
Director's responsibilities statement
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The director is responsible for preparing the Group Strategic Report, the Director's Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the director is required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments 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 Group will continue in business.
The director is 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 the Group and to enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the year, after taxation, amounted to £344,937 (2022 - loss £1,312,681).
The directors announced a dividend of £Nil in the year (2022 - £68,000).
The directors who served during the year were:
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S G E Langford (resigned 15 August 2024)
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The directors are confident that market conditions will continue to favour the business model of the company.
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NOAM HOLDINGS LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
Disclosure of information to auditors
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The director at the time when this Director's Report is approved has confirmed that:
∙so far as is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and
∙ 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 and the Group's auditors are aware of that information.
Post balance sheet events
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Following the end of the year, a group company experienced a client settlement default resulting in a potential substantial loss.
Included within amounts owed by group undertakings in group debtors as at 31 July 2023 is £2,572,406 and within Company debtors as at 31 July 2023 is £2,642,106. The client settlement default has caused doubt over the recoverability of these balances. The group company is currently working on the recovery of this client settlement default. This event is considered to be a non-adjusting event in accordance with Section 32 of Financial Reporting Standard 102: Events after the End of the Reporting Period.
Under section 487(2) of the Companies Act 2006, BKL Audit LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
This report was approved by the board and signed on its behalf.
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NOAM HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED
We have audited the financial statements of Noam Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 July 2023, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity 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).
In our opinion the financial statements:
∙give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 July 2023 and of the Group's 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.
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 Group 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.
Emphasis of matter - going concern
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We draw attention to the going concern accounting policy in note 2.2 and the post balance sheet event disclosure in note 25 of the financial statements. These indicate that following the end of the year, a group company experienced a client settlement default resulting in a potential substantial loss. The group company is currently working on the recovery of this client settlement default.
Included within amounts owed by group undertakings in group debtors as at 31 July 2023 is £2,572,406 and within Company debtors as at 31 July 2023 is £2,642,106. The client settlement default has caused doubt over the recoverability of these balances. This event is considered to be a non-adjusting event in accordance with Section 32 of Financial Reporting Standard 102: Events after the End of the Reporting Period.
This event indicates 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.
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NOAM HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED (CONTINUED)
Conclusions relating to going concern
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Based on the work we have performed, we have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:
∙the directors’ use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or
∙the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt for a period of at least twelve months from the date when the financial statements are authorised for issue
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The director is 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
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Director's Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Director's 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
∙the parent Company financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of director's remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
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NOAM HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED (CONTINUED)
Responsibilities of directors
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As explained more fully in the Director's Responsibilities Statement set out on page 3, the director is 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 director determines 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 director is responsible for assessing the Group's and the parent 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 director either intends to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
Auditors' responsibilities for the audit of the financial statements
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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 Group 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:
∙Enquiring of management around actual and potential litigation and claims;
∙Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regualtions
∙Performing audit work over the risks of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias,
∙Enquiring of company staff in finance and compliance functions to identify any instances of non-compliance with laws and regulations;
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.
As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also:
∙Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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NOAM HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED (CONTINUED)
∙Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Company's internal control.
∙Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director.
∙Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our Auditors' Report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our Auditors' Report. However, future events or conditions may cause the Company to cease to continue as a going concern.
∙Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.
∙Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the Group audit. We remain solely responsible for our audit opinion.
We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.
David Landau FCA (Senior Statutory Auditor)
for and on behalf of
BKL Audit LLP
Chartered Accountants
Statutory Auditor
London
25 November 2024
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NOAM HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023
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Exceptional administrative expenses
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Interest receivable and similar income
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Interest payable and similar expenses
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Loss for the financial year
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Currency translation differences
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Other comprehensive income for the year
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Total comprehensive income for the year
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(Loss) for the year attributable to:
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Owners of the parent Company
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NOAM HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
There were no recognised gains and losses for 2023 or 2022 other than those included in the consolidated statement of comprehensive income.
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The notes on pages 17 to 32 form part of these financial statements.
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NOAM HOLDINGS LIMITED
REGISTERED NUMBER: 11909536
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2023
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 32 form part of these financial statements.
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NOAM HOLDINGS LIMITED
REGISTERED NUMBER: 11909536
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2023
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account brought forward
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Profit and loss account carried forward
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 17 to 32 form part of these financial statements.
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NOAM HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
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Comprehensive income for the year
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Currency translation differences
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the year
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Currency translation differences
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Total comprehensive income for the year
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The notes on pages 17 to 32 form part of these financial statements.
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NOAM HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023
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Comprehensive income for the year
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Total comprehensive income for the year
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Contributions by and distributions to owners
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Dividends: Equity capital
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Comprehensive income for the year
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Total comprehensive income for the year
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The notes on pages 17 to 32 form part of these financial statements.
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NOAM HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2023
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Decrease/(increase) in debtors
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(Increase) in amounts owed by groups
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(Decrease)/increase in amounts owed to groups
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Foreign exchange translation
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Loss on disposal of subsidiary
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of tangible fixed assets
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Sale of tangible fixed assets
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Disposal of net assets of subsidiary
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Proceeds from sale of subsidiary
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Net cash from investing activities
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Cash flows from financing activities
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Net cash used in financing activities
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Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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NOAM HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023
Cash and cash equivalents at the end of year comprise:
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The notes on pages 17 to 32 form part of these financial statements.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
The principal activity of Noam Holdings Limited and its subsidiary companies (“the Group”) is an agency and matched principal broker, facilitating transactions in cash equity, equity derivatives and foreign exchange products for an institutional client base.
The Company is a private company limited by shares and is incorporated in England and Wales.
The principal place of business is 5th Floor, 23 - 35 Moray House, Great Titchfield Street, London, W1W
7PA.
2.Accounting policies
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Basis of preparation of financial statements
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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 ("FRS 102") 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied:
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
The financial statements have been prepared on the going concern basis, which assumes that the Company and Group will continue to be able to meet its liabilities as they fall due for a period of at least twelve months from the date of approval of these financial statements.
As set out in the post balance sheet event disclosure in note 25, following the end of the year, a group company experienced a client settlement default resulting in a potential substantial loss.
Included within amounts owed by group undertakings in group debtors as at 31 July 2023 is £2,572,406 and within Company debtors as at 31 July 2023 is £2,642,106. The client settlement default has caused doubt over the recoverability of these balances. The group company is currently working on the recovery of this client settlement default. This event is considered to be a non-adjusting event in accordance with Section 32 of Financial Reporting Standard 102: Events after the End of the Reporting Period.
In addition, during the year, the Group incurred consolidated losses of £344,937 and as at 31 July 2023 there were consolidated net current liabilities of £1,034,042.
The Company and Group, as for any business, relies upon the generation of profits and cash to create working capital to meet its liabilities as they fall due. Based on the results following the end of the accounting period and future projections, the directors are confident that the Company and Group will continue to meet its liabilities as they fall due, looking forward at least twelve months from the date of signing these financial statements. The directors have a reasonable expectation that the Company and Group has adequate resources to meet future working capital requirements and to continue in operational existence for the foreseeable future and they consider it appropriate to prepare the financial statements on a going concern basis. As a result, the directors have prepared the financial statements on a going concern basis.
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Associates are all entities in which the Group holds an interest and over which it has significant influence but not control.
Investments in associates are accounted for under the equity method of accounting and are initially included at cost. The Group's share of profits or losses is recognised in the Consolidated Statement of Comprehensive Income and its share of post-acquisition movements in reserves is shown in reserves. The cumulative post-acquisition movements are adjusted against the carrying amount of the investment.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
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Foreign currency translation
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Functional and presentation currency
The Groups's functional and presentational currency is Sterling.
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.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in Consolidated Statement of Comprehensive Income.
On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Turnover comprises revenue recognised by the Group in respect of brokerage commissions earned for services provided and market commentary services for part of brokerage activity.
Commissions are recognised at the time the relevant trade is executed.
Market commentary service income is recognised when the service is provided.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to Consolidated Statement of Comprehensive Income 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.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
Interest income is recognised in Consolidated Statement of Comprehensive Income using the effective interest method.
Finance costs are charged to Consolidated Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Tax is recognised in the Consolidated Statement of Comprehensive Income 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 and the Group operate and generate 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;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
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.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.
Goodwill
The goodwill arose in respect of the acquisition of Avalon Capital Markets Limited and Avalon Capital Partners Limited.
Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of ten years.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
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:
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 the Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Investments in associates are measured at cost less accumulated impairment.
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Cash and cash equivalents
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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 Consolidated 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 Group's cash management.
The Company only enters into basic financial instruments and transactions that result in the recognition of financial assets and liabilities like trade and other debtors, creditors and loans to and from related parties.
(i) Financial assets
Basic financial assets, including trade and other debtors, and amounts due from related companies, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Such assets are subsequently carried at amortised cost using the effective interest method.
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. If an asset is impaired the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the Consolidated Statement of Comprehensive Income.
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
(ii) Financial liabilities
Basic financial liabilities, including trade and other creditors and accruals, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
(iii) Offsetting
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally 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.
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.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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Judgements in applying accounting policies and key sources of estimation uncertainty
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The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.
The only key judgement (apart from those involving estimates) related to the amortisation of goodwill. The directors have estimated the economic useful life of the goodwill based on knowledge of the underlying assets.
There are no assumptions concerning the future and other key sources of estimation uncertainty at the reporting date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year.
The whole of the turnover is attributable to brokerage services.
Analysis of turnover by country of destination:
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The operating loss is stated after charging:
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Other operating lease rentals
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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During the year, the Group obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
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Fees payable to the Group's auditor and its associates in respect of:
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Audit of the Group's subsidiaries
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Taxation compliance services
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Staff costs, including director's remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the director, during the year was as follows:
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During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.
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The highest paid director received remuneration of £196,000 (2022 - £180,000).
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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Current tax on profits for the year
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Adjustments in respect of previous periods
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 21% (2022 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 21% (2022 - 19%)
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Non-tax deductible amortisation of goodwill and impairment
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Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
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Capital allowances for year in excess of depreciation
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Adjustment for loss on sale of subsidiary
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Other timing differences leading to an increase (decrease) in taxation
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Total tax charge for the year
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Factors that may affect future tax charges
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There are no factors that may affect future tax charges.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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Loss on disposal of subsidiary
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Amortisation of goodwill on disposal of subsidiary
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Charge for the year on owned assets
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|
NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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Charge for the year on owned assets
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Investments in subsidiary companies
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Investments in associates
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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The following were subsidiary undertakings of the Company:
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Avalon Capital Markets Limited
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35 Ballards Lane. London, N3 1XW
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35 Ballards Lane. London, N3 1XW
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91 rue du Faubourg Saind Honore, 75008, Paris, France
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The aggregate of the share capital and reserves as at 31 July 2023 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
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Aggregate of share capital and reserves
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Avalon Capital Markets Limited
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The following was an associate of the Company:
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Effecta Compliance Limited
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35 Ballards Lane, London, N3 1XW
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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Due after more than one year
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Prepayments and accrued income
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Amounts owed by group undertakings
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Prepayments and accrued income
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Amounts owed by group undertakings are interest free, unsecured and repayable upon demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Accruals and deferred income
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Amounts owed to group undertakings are interest free, unsecured and repayable upon demand.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
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Creditors: Amounts falling due after more than one year
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Allotted, called up and fully paid
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100 (2022 - 100) A Ordinary shares of £1.00 each
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6 (2022 - 6) B Ordinary shares of £1.00 each
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The A Ordinary shares have full voting and dividend rights and in the event of a liquidation or purchase rank first in the return of capital up to the amount subscribed for each share.
The B Ordinary shares have full voting and dividend rights and in the event of a liquidation or purchase rank second in the return of capital up to the amount subscribed for each share.
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Share premium account
The share premium account is made up of the difference between the amount paid for the share capital and the value of the share capital.
Profit and loss account
The profit and loss account is the sum of all current and prior period profits or losses.
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £10,696 (2022: £17,621). Contributions totalling £1,632 (2021: £1,691) were payable to the fund at the reporting date and are included in creditors.
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NOAM HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023
|
Commitments under operating leases
|
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The Group and the Company had no commitments under non-cancellable operating leases at the reporting date.
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Transactions with directors
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Included within other debtors is a balance of £213,552 (2022: £338,406) owed by directors. This balance is unsecured with no fixed repayment terms. Interest has been charged on this balance at the official HMRC rate.
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Related party transactions
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The company has taken advantage of the exemption within s33.1A of FRS 102 not to disclose related party transactions with other wholly owned group undertakings.
The remuneration received by key management personnel was £207,500 (2022: £191,500).
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Post balance sheet events
|
Following the end of the year, a group company experienced a client settlement default resulting in a potential substantial loss.
Included within amounts owed by group undertakings in group debtors as at 31 July 2023 is £2,572,406 and within Company debtors as at 31 July 2023 is £2,642,106. The client settlement default has caused doubt over the recoverability of these balances. The group company is currently working on the recovery of this client settlement default. This event is considered to be a non-adjusting event in accordance with Section 32 of Financial Reporting Standard 102: Events after the End of the Reporting Period.
The immediate parent undertaking is Noam Holdings (Jersey) Limited, a company incorporated in Jersey. The ultimate controlling party is JY Aknin.
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