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Registered number: 11909536









NOAM HOLDINGS LIMITED









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JULY 2023

 
NOAM HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
J-Y M Aknin 
S G E Langford (resigned 15 August 2024)




Registered number
11909536



Registered office
35 Ballards Lane

London

N3 1XW




Independent auditors
BKL Audit LLP
Chartered Accountants & Statutory Auditor

35 Ballards Lane

London

N3 1XW





 
NOAM HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
 
1 - 2
Director's Report
 
 
3 - 4
Independent Auditors' Report
 
 
5 - 8
Consolidated Statement of Comprehensive Income
 
 
9 - 10
Consolidated Statement of Financial Position
 
 
11
Company Statement of Financial Position
 
 
12
Consolidated Statement of Changes in Equity
 
 
13
Company Statement of Changes in Equity
 
 
14
Consolidated Statement of Cash Flows
 
 
15 - 16
Notes to the Financial Statements
 
 
17 - 32


 
NOAM HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 JULY 2023

Introduction
 
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.

Business review
 
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
 
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
 
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
 
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.

Page 1

 
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
 
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.







J-Y M Aknin
Director

Date: 25 November 2024

Page 2

 
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

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 2006He 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.

Results and dividends

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).

Directors

The directors who served during the year were:

J-Y M Aknin 
S G E Langford (resigned 15 August 2024)

Future developments

The directors are confident that market conditions will continue to favour the business model of the company.

Page 3

 
NOAM HOLDINGS LIMITED
 
 
 
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JULY 2023

Disclosure of information to auditors

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

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.

Auditors

Under section 487(2) of the Companies Act 2006BKL 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.
 







J-Y M Aknin
Director

Date: 25 November 2024

Page 4

 
NOAM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED
 

Opinion


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 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 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.


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 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


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. 


Page 5

 
NOAM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED (CONTINUED)


Conclusions relating to going concern


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


Other information


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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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
 

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.


Page 6

 
NOAM HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NOAM HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

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
 

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.
 
Page 7

 
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 statementsWe 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.


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.







David Landau FCA (Senior Statutory Auditor)
  
for and on behalf of
BKL Audit LLP
 
Chartered Accountants
Statutory Auditor
  
London

25 November 2024
Page 8

 
NOAM HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 JULY 2023

Continuing operations
Discontin'd operations
Total
Continuing operations
Discontinued operations
Total
2023
2023
2023
2022
2022
2022
Note
£
£
£
£
£
£

  

Turnover
 4 
6,481,855
-
6,481,855
6,146,488
5,736,588
11,883,076

Cost of sales
  
(4,712,936)
-
(4,712,936)
(5,190,443)
(2,937,496)
(8,127,939)

Gross profit
  
1,768,919
-
1,768,919
956,045
2,799,092
3,755,137

Administrative expenses
  
(2,048,470)
-
(2,048,470)
(1,842,377)
(1,045,545)
(2,887,922)

Exceptional administrative expenses
  
-
-
-
(1,942,653)
-
(1,942,653)

Other operating income
 5 
-
-
-
125,000
-
125,000

Operating loss
 6 
(279,551)
-
(279,551)
(2,703,985)
1,753,547
(950,438)

Interest receivable and similar income
  
5,462
-
5,462
6,155
-
6,155

Interest payable and similar expenses
  
(14,228)
-
(14,228)
(52,469)
-
(52,469)

Loss before taxation
  
(288,317)
-
(288,317)
(2,750,299)
1,753,547
(996,752)

Tax on loss
 10 
(56,620)
-
(56,620)
(89,598)
(226,331)
(315,929)

Loss for the financial year
  
(344,937)
-
(344,937)
(2,839,897)
1,527,216
(1,312,681)

  

Currency translation differences
  
4,205
1,609

Other comprehensive income for the year
  
4,205
1,609

Total comprehensive income for the year
  
(340,732)
(1,311,072)

(Loss) for the year attributable to:
  

Owners of the parent Company
  
(344,937)
(344,937)
(2,839,897)
1,527,216
(1,312,681)

  
(344,937)
-
(344,937)
(2,839,897)
1,527,216
(1,312,681)

Page 9

 
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.

The notes on pages 17 to 32 form part of these financial statements.

Page 10

 
NOAM HOLDINGS LIMITED
REGISTERED NUMBER: 11909536

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2023

2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 13 
1,234,750
1,440,541

Tangible assets
 14 
5,315
14,721

  
1,240,065
1,455,262

Current assets
  

Debtors: amounts falling due after more than one year
 16 
211,845
306,845

Debtors: amounts falling due within one year
 16 
4,772,051
5,403,889

Bank and cash balances
  
103,121
428,184

  
5,087,017
6,138,918

Creditors: amounts falling due within one year
 17 
(6,121,059)
(6,561,656)

Net current liabilities
  
 
 
(1,034,042)
 
 
(422,738)

Total assets less current liabilities
  
206,023
1,032,524

Creditors: amounts falling due after more than one year
 18 
-
(485,769)

Net assets
  
206,023
546,755


Capital and reserves
  

Called up share capital 
 19 
106
106

Share premium account
 20 
1,149,900
1,149,900

Profit and loss account
 20 
(943,983)
(603,251)

  
206,023
546,755


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




J-Y M Aknin
Director

Date: 25 November 2024

The notes on pages 17 to 32 form part of these financial statements.

Page 11

 
NOAM HOLDINGS LIMITED
REGISTERED NUMBER: 11909536

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 JULY 2023

2023
2022
Note
£
£

Fixed assets
  

Investments
 15 
2,555,316
2,555,316

  
2,555,316
2,555,316

Current assets
  

Debtors: amounts falling due within one year
 16 
2,642,112
2,649,124

  
2,642,112
2,649,124

Creditors: amounts falling due within one year
 17 
(3,947,007)
(3,446,178)

Net current liabilities
  
 
 
(1,304,895)
 
 
(797,054)

Total assets less current liabilities
  
1,250,421
1,758,262

  

Creditors: amounts falling due after more than one year
 18 
-
(485,769)

  

Net assets
  
1,250,421
1,272,493


Capital and reserves
  

Called up share capital 
 19 
106
106

Share premium account
 20 
1,149,900
1,149,900

Profit and loss account brought forward
  
122,487
283,914

Loss for the year
  
(22,072)
(93,427)

Dividends paid

  

-
(68,000)

Profit and loss account carried forward
  
100,415
122,487

  
1,250,421
1,272,493


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 



J-Y M Aknin
Director

Date: 25 November 2024

The notes on pages 17 to 32 form part of these financial statements.

Page 12

 
NOAM HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023


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

£
£
£
£


At 1 August 2021
106
1,149,900
775,821
1,925,827


Comprehensive income for the year

Loss for the year
-
-
(1,312,681)
(1,312,681)

Currency translation differences
-
-
1,609
1,609
Total comprehensive income for the year
-
-
(1,311,072)
(1,311,072)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(68,000)
(68,000)



At 1 August 2022
106
1,149,900
(603,251)
546,755


Comprehensive income for the year

Loss for the year
-
-
(344,937)
(344,937)

Currency translation differences
-
-
4,205
4,205
Total comprehensive income for the year
-
-
(340,732)
(340,732)


At 31 July 2023
106
1,149,900
(943,983)
206,023


The notes on pages 17 to 32 form part of these financial statements.

Page 13

 
NOAM HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JULY 2023


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

£
£
£
£


At 1 August 2021
106
1,149,900
283,914
1,433,920


Comprehensive income for the year

Loss for the year
-
-
(93,427)
(93,427)
Total comprehensive income for the year
-
-
(93,427)
(93,427)


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(68,000)
(68,000)



At 1 August 2022
106
1,149,900
122,487
1,272,493


Comprehensive income for the year

Loss for the year
-
-
(22,072)
(22,072)
Total comprehensive income for the year
-
-
(22,072)
(22,072)


At 31 July 2023
106
1,149,900
100,415
1,250,421


The notes on pages 17 to 32 form part of these financial statements.

Page 14

 
NOAM HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JULY 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(344,937)
(1,312,681)

Adjustments for:

Amortisation of intangible assets
205,791
1,681,830

Depreciation of tangible assets
10,520
4,050

Interest paid
14,228
52,469

Interest received
(5,462)
(6,155)

Taxation charge
56,620
315,929

Decrease/(increase) in debtors
748,704
(151,446)

(Increase) in amounts owed by groups
(21,866)
(2,550,540)

(Decrease) in creditors
(277,602)
(2,008,528)

(Decrease)/increase in amounts owed to groups
(584,693)
4,125,660

Corporation tax (paid)
(120,469)
(535,914)

Foreign exchange translation
4,205
1,609

Loss on disposal of subsidiary
-
620,368

Net cash generated from operating activities

(314,961)
236,651


Cash flows from investing activities

Purchase of tangible fixed assets
(1,336)
-

Sale of tangible fixed assets
-
(3,757)

Disposal of net assets of subsidiary
-
(4,155,131)

Proceeds from sale of subsidiary
-
3,534,763

Interest received
5,462
6,155

Net cash from investing activities

4,126
(617,970)

Cash flows from financing activities

Dividends paid
-
(68,000)

Interest paid
(14,228)
(52,469)

Net cash used in financing activities
(14,228)
(120,469)

Net (decrease) in cash and cash equivalents
(325,063)
(501,788)

Cash and cash equivalents at beginning of year
428,184
929,972

Cash and cash equivalents at the end of year
103,121
428,184
Page 15

 
NOAM HOLDINGS LIMITED
 

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


2023
2022

£
£



Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
103,121
428,184

103,121
428,184


The notes on pages 17 to 32 form part of these financial statements.

Page 16

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

1.


General information

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

 
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 ("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:

Page 17

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.2

Going concern

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.

  
2.3

Basis of consolidation

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.

Page 18

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.4

Foreign currency translation

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.

 
2.5

Revenue

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.

 
2.6

Operating leases: the Group as lessee

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.

Page 19

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in Consolidated Statement of Comprehensive Income using the effective interest method.

 
2.8

Finance costs

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.

 
2.9

Pensions

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.

 
2.10

Taxation

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.

Page 20

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.12

Intangible assets

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.




Page 21

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)

 
2.13

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:

Fixtures and fittings
-
25%

Computer equipment
-
33%

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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in associates are measured at cost less accumulated impairment. 

 
2.15

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 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.

 
2.16

Financial instruments

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.

 
Page 22

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)

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.

 
2.17

Dividends

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

Page 23

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

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.


4.


Turnover

The whole of the turnover is attributable to brokerage services.

Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
6,481,855
11,883,076

6,481,855
11,883,076



5.


Other operating income

2023
2022
£
£

Other operating income
-
125,000

-
125,000



6.


Operating loss

The operating loss is stated after charging:

2023
2022
£
£

Exchange differences
(38,746)
79,114

Other operating lease rentals
-
144,647

Page 24

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

7.


Auditors' remuneration

During the year, the Group 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 consolidated and parent Company's financial statements
8,500
4,565

Fees payable to the Group's auditor and its associates in respect of:

Audit of the Group's subsidiaries
30,000
30,316

Taxation compliance services
13,000
12,515


8.


Employees

Staff costs, including director's remuneration, were as follows:


Group
Group
2023
2022
£
£


Wages and salaries
780,453
1,337,880

Social security costs
81,816
159,927

Cost of defined contribution scheme
7,904
17,621

870,173
1,515,428


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



Group
Group
Company
Company
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Directors
2
2
2
2



Employees
22
20
-
-

24
22
2
2


9.


Director's remuneration




During the year retirement benefits were accruing to 2 directors (2022 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £196,000 (2022 - £180,000).

Page 25

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
56,620
313,813

Adjustments in respect of previous periods
-
2,116


Total current tax
56,620
315,929

Factors affecting tax charge for the year

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:

2023
2022
£
£


Loss on ordinary activities before tax
(288,317)
(996,752)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 21% (2022 - 19%)
(60,547)
(189,383)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
51,448
71,378

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
64,619
64,830

Capital allowances for year in excess of depreciation
(331)
-

Adjustment for loss on sale of subsidiary
-
369,104

Other timing differences leading to an increase (decrease) in taxation
1,431
-

Total tax charge for the year
56,620
315,929


Factors that may affect future tax charges

There are no factors that may affect future tax charges.


11.


Dividends

2023
2022
£
£


Dividends paid
-
68,000

-
68,000

Page 26

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

12.


Exceptional items

2023
2022
£
£


Loss on disposal of subsidiary
-
620,368

Amortisation of goodwill on disposal of subsidiary
-
1,322,285

-
1,942,653


13.


Intangible assets

Group 





Goodwill

£



Cost


At 1 August 2022
2,057,914



At 31 July 2023

2,057,914



Amortisation


At 1 August 2022
617,373


Charge for the year on owned assets
205,791



At 31 July 2023

823,164



Net book value



At 31 July 2023
1,234,750



At 31 July 2022
1,440,541



Page 27

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

14.


Tangible fixed assets

Group






Fixtures and fittings
Computer equipment
Total

£
£
£



Cost 


At 1 August 2022
74,258
4,312
78,570


Additions
-
1,336
1,336



At 31 July 2023

74,258
5,648
79,906



Depreciation


At 1 August 2022
63,294
555
63,849


Charge for the year on owned assets
10,520
222
10,742



At 31 July 2023

73,814
777
74,591



Net book value



At 31 July 2023
444
4,871
5,315



At 31 July 2022
10,964
3,757
14,721


15.


Fixed asset investments

Company





Investments in subsidiary companies
Investments in associates
Total

£
£
£



Cost 


At 1 August 2022
2,555,281
35
2,555,316



At 31 July 2023
2,555,281
35
2,555,316




Page 28

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Avalon Capital Markets Limited
35 Ballards Lane. London, N3 1XW
Ordinary
100%
Avalon FX Limited
35 Ballards Lane. London, N3 1XW
Ordinary
100%
Avalon Capital SAS
91 rue du Faubourg Saind Honore, 75008, Paris, France
Ordinary
100%

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:

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

Avalon Capital Markets Limited
200,157
(65,224)

Avalon FX Limited
38,369
(6,278)

Avalon Capital SAS
68,139
(10,546)




Associate


The following was an associate of the Company:


Name

Registered office

Class of shares

Holding

Effecta Compliance Limited
35 Ballards Lane, London, N3 1XW
Ordinary A shares
35.33%

Page 29

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

16.


Debtors

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due after more than one year

Other debtors
61,845
61,845
-
-

Prepayments and accrued income
150,000
245,000
-
-

211,845
306,845
-
-


Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Due within one year

Trade debtors
1,790,565
2,305,334
-
-

Amounts owed by group undertakings
2,572,406
2,550,540
2,642,106
2,649,118

Other debtors
336,058
457,038
6
6

Prepayments and accrued income
73,022
90,977
-
-

4,772,051
5,403,889
2,642,112
2,649,124


Amounts owed by group undertakings are interest free, unsecured and repayable upon demand.


17.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Trade creditors
62,446
29,035
-
-

Amounts owed to group undertakings
3,540,967
4,125,660
3,380,250
2,879,421

Corporation tax
24,640
88,713
-
-

Other taxation and social security
36,509
20,795
-
-

Other creditors
506,606
518,192
500,035
500,035

Accruals and deferred income
1,949,891
1,779,261
66,722
66,722

6,121,059
6,561,656
3,947,007
3,446,178


Amounts owed to group undertakings are interest free, unsecured and repayable upon demand.

Page 30

 
NOAM HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JULY 2023

18.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2023
2022
2023
2022
£
£
£
£

Other creditors
-
485,769
-
485,769

-
485,769
-
485,769





19.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



100 (2022 - 100) A Ordinary shares of £1.00 each
100
100
6 (2022 - 6) B Ordinary shares of £1.00 each
6
6

106

106

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.



20.


Reserves

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.


21.


Pension commitments

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

22.


Commitments under operating leases

The Group and the Company had no commitments under non-cancellable operating leases at the reporting date.


23.


Transactions with directors

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.


24.


Related party transactions

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).
 

25.


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.


26.


Controlling party

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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