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The Company became a corporate member of its associate partnership, Fusion Asset Management LLP (“FAM LLP”) from 21 November 2024 and commenced the provision of administrative and office services.falsefalse42023-06-01false6false 09124855 2023-06-01 2024-05-31 09124855 2022-06-01 2023-05-31 09124855 2024-05-31 09124855 2023-05-31 09124855 2022-06-01 09124855 1 2023-06-01 2024-05-31 09124855 1 2022-06-01 2023-05-31 09124855 2 2022-06-01 2023-05-31 09124855 3 2023-06-01 2024-05-31 09124855 3 2022-06-01 2023-05-31 09124855 5 2023-06-01 2024-05-31 09124855 5 2022-06-01 2023-05-31 09124855 10 2023-06-01 2024-05-31 09124855 10 2022-06-01 2023-05-31 09124855 1 2023-06-01 2024-05-31 09124855 e:CompanySecretary1 2023-06-01 2024-05-31 09124855 e:Director1 2023-06-01 2024-05-31 09124855 e:Director2 2023-06-01 2024-05-31 09124855 e:RegisteredOffice 2023-06-01 2024-05-31 09124855 d:Buildings d:ShortLeaseholdAssets 2023-06-01 2024-05-31 09124855 d:Buildings d:ShortLeaseholdAssets 2024-05-31 09124855 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Registered number: 09124855









LOYAL NORTH PLC









ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2024

 
LOYAL NORTH PLC
 
 
COMPANY INFORMATION


Directors
K Bobkova 
A Ilinskaia 




Company secretary
K Bobkova



Registered number
09124855



Registered office
2 Queen Anne's Gate Buildings
22 Dartmouth Street

London

SW1H 9BP




Independent auditor
Adler Shine LLP
Chartered Accountants & Statutory Auditor

Aston House

Cornwall Avenue

London

N3 1LF





 
LOYAL NORTH PLC
 

CONTENTS



Page
Strategic report
 
1 - 3
Directors' report
 
4 - 6
Independent auditor's report
 
7 - 10
Statement of comprehensive income
 
11
Balance sheet
 
12
Statement of changes in equity
 
13
Statement of cash flows
 
14 - 15
Analysis of net debt
 
16
Notes to the financial statements
 
17 - 36


 
LOYAL NORTH PLC
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MAY 2024

The directors present their strategic report for the year ended 31 May 2024.
Principal activities
The principal activities of Loyal North Plc ("the Company") continued to be that of a holding company and the provision of centralised support services to its operating subsidiaries of Independent Financial Advisers (IFAs). Loyal North Plc and its subsidiaries are collectively known as the “Loyal North Group”. The Company became a corporate member of its associate partnership, Fusion Asset Management LLP (“FAM LLP”) from 21 November 2024 and commenced the provision of administrative and office services.
Business review and financial performance
The long-term strategy of the Company remains focused on growing the business through both organic growth and acquisitions of local IFA practices to build a nationally recognised brand, with strategic locations serving the financial advice market in the United Kingdom.
The acquired IFA businesses in the Loyal North Group benefit from centralised operational, investment, finance and compliance resources, as well as access to Loyal North Group’s propriety digital hybrid advice solution JustFA platform via JustFA Technology Limited (“JustFA”), a subsidiary of the Company. JustFA platform services are also being made available for use by other financial planning firms outside the Loyal North Group.
During the year ended 31 May 2024, the Loyal North Group has successfully made several acquisitions comprising of:
1. 100% of the share capital of Norfolk-based IFA Quay Financial Planning Limited on 29 June 2023. The     acquired business joined Loyal North’s regional hub firm Gerald Pepper Financial Management Limited;
2. Assets of Sovereign Financial Services (Scottish Borders) Limited which is based in Galashiels in the    Scottish Borders on 1 November 2023. The acquired business joined Loyal North’s regional hub firm    Lowland Financial Planning Limited;
3. Assets of Newcastle-based IFA S&C Richards Partnership on 2 November 2023. The acquired business   joined Loyal North’s regional hub firm Milsted Langdon Financial Services Limited;
4. Assets of IFA Steve Carson who serves client base in the Midlands and East Anglia on 18 January 2024.   The acquired business joined Loyal North’s regional hub firm Milsted Langdon Financial Services Limited;
           and
5. 100% of the share capital of Surrey-based IFA Whitman Fry Wealth Management Limited on 12 April    2024. The acquired business joined Loyal North’s regional hub firm Gerald Pepper Financial     Management Limited.
The acquisitions above brought a further £193m of client funds to the Loyal North Group and bolstered the Loyal North Group’s existing presence in Southeast England and Scotland, as well as expanding its presence to Northeast England.
On 11 October 2023, the Company acquired the remaining share capital of 24.9% in its subsidiary company, Bidco ML Limited, resulting in the subsidiary company being wholly owned by Loyal North Plc post transaction date.
During the year, the Company continued to invest in its management team through the recruitment of a Group Finance Director. The Company’s management team together with the management teams of each Loyal North IFA businesses worked closely on the IFA’s FCA consumer duty implementation to ensure that each of the four principles of consumer duty brings the best outcome possible for the Loyal North IFA customers.
 
Page 1

 
LOYAL NORTH PLC
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

The Company reported a profit for the year, after taxation, amounted to £505,926 (2023 - £1,985,134).

Key performance indicators
 
The management team reviews and considers the following financial and non-financial measures as performance indicators of the Company and the Loyal North Group on a monthly and quarterly basis:
Financial measures:

EBITDA performance and its growth on prior period;
Cash flows management;
Debt Service Cover Ratio;
Leverage Ratio; and
Revenue performance.

Non-financial measures:

Asset under management (“AUM”) growth both organic and acquisition; 
Reviews of existing clients; and
Number of new clients. 

These are reviewed and compared with targets to gain an understanding of the Company’s overall performance.

Principal risks and uncertainties
 
The main risks identified by the Company are that of:
 
1.Concentration risk, which is defined as the potential for financial loss due to overexposure to a single counterparty or geographic region is being mitigated by diversifying into various IFA firms and clients base across the UK;

2.Operational risk, which is defined as the potential for business operations disruption arising from systems failures, inadequate processes, people and external events is being mitigated by developing and implementing robust policies and procedures, management team oversight, and the promotion of stability, engagement and diversity in the workforce;

3.Financial risk, which is defined as the potential for the Company and its Loyal North Group having insufficient financial resources or suffering loss from adverse market conditions or the failure/default of counterparties. The Company has a secured term loan facility with a bank and is bound by certain covenant compliance thresholds, which is being mitigated through prudent management of its Loyal North Group cost base, revenue growth and cash flows; and 

4.Regulatory risk as the Loyal North Group operates in a fast-moving regulatory environment and is mitigated by robust compliance process being in place. These are supported and overseen by the Group Compliance Director (“GCD”) who promotes a client centric and compliance-focused culture.

Page 2

 
LOYAL NORTH PLC
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The Board of Directors is responsible for establishing, implementing and maintaining adequate and proportionate policies and procedures sufficient to ensure that the Company complies with its obligations in maintaining the Company’s operations. Procedures are enforced and developed on an ongoing basis in order to effectively mitigate various risks that may arise during the course of business.
Section 172 (1) statement
The Company's Directors, in line with their duties under s172 of the Companies Act 2006, act in a way they consider would be most likely to promote the success of the Company for the benefit of its members as a whole. They consider the impact that any material decision will have on all relevant stakeholders to ensure that it is making a decision that promotes the long-term success of the Company. The directors are collectively responsible for ensuring that the Company's operations are aligned to our internal values and to focus on the short and long term strategically important decisions of the Company. This includes how the Company will act fairly and engage wih all key stakeholders.


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



A Ilinskaia
Director

Date: 28 November 2024

Page 3

 
LOYAL NORTH PLC
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024

The directors present their report and the financial statements for the year ended 31 May 2024.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, the directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make 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 Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £505,926 (2023 - £1,985,134).

No dividends have been declared during the year or the prior year.

Directors

The directors who served during the year and up to the date of signing of these financial statements were:

K Bobkova 
A Ilinskaia 

Future developments

The Company's objective is to acquire financial advice firms (IFA) with the view to enhance its client proposition,  growing its Loyal North Group’s financial advisers numbers and helping more customers across wider locations within the United Kingdom. The Company is also looking to strengthen its ranks via organic growth.

Page 4

 
LOYAL NORTH PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Commitments

The Company has the commitment with a leading bank for uncommitted accordion loan up to £3,175,000 for the purpose of acquiring IFA companies in the next few years.
Post  balance sheet events
Following the year ended 31 May 2024, the Loyal North Group has successfully made further acquisitions comprising of:
1.   100% of the share capital of Herfordshire-based IF Wealth Limited on 16 August 2024. The acquired 
       business joined Loyal North’s regional hub firm Gerald Pepper Financial Management Limited;
2.    Assets of Enlighten Financial Services Limited which is based in Epsom, Surrey on 4 September 2024. 
       The acquired business joined Loyal North’s regional hub firm Gerald Pepper Financial Management Limited;
3.    100% of the share capital of Dorset-based Blue House Financial Services Limited on 10 September 2024.
       The acquired business joined Loyal North’s regional hub firm Milsted Langdon Financial Services Limited;
4.    100% of the share capital of Wiltshire-based Lewins Investments Limited on 10 September 2024. The 
       acquired business joined Loyal North’s regional hub firm Milsted Langdon Financial Services Limited; and
5.    100% of the share capital of Essex-based Powell Financial Planning Limited on 16 September 2024. The 
       acquired business joined Loyal North’s regional hub firm Gerald Pepper Financial Management Limited.
The post balance sheet date acquisitions above brought a further £139m of client funds to the Loyal North Group and bolstered the Loyal North Group’s existing presence in the Southeast, Southwest and East of England.
The following subsidiary companies were dissolved following an exercise to streamline the group entities:
i.     Its 100% owned and a dormant subsidiary company, Bidco IC Limited on 13 August 2024;
ii.    Its 100% owned through Bidco ML Limited and a dormant indirect subsidiary company, Consular Financial
       Planning Limited on 17 September 2024; and
iii.   Its 100% owned through Bidco GPFM Limited and a non-trading indirect subsidiary company, Quay Financial
       Planning Limited on 8 October 2024.
On 29 October 2024, the Company acquired the remaining share capital of 24.8% in its subsidiary company, Bidco GPFM Limited, resulting in the subsidiary company being wholly owned by Loyal North Plc post transaction date.
On 21 November 2024, the Company became a member of Fusion Asset Management LLP by making a capital contribution of 47.5%. Such contribution results in Fusion Asset Management LLP being recognised as an associate to the Company and benefits from the subsequent profit sharing from the limited liability partnership. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 5

 
LOYAL NORTH PLC
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Auditor

The auditor, Adler Shine LLPwill be proposed for reappointment in accordance with section 489 of the Companies Act 2006.

Going concern
Having reviewed the company's results for the period, its financial forecast and expected cashflows, the directors are of the opinion that the Company has adequate resources available to it to continue in operational existence for the foreseeable future. Accordingly, the directors continue to adopt a going concern basis in preparing the financial statements for the period ended 31 May 2024.

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





A Ilinskaia
Director

Date: 28 November 2024

Page 6

 
LOYAL NORTH PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LOYAL NORTH PLC
 

Opinion


We have audited the financial statements of Loyal North PLC (the 'Company') for the year ended 31 May 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Company's affairs as at 31 May 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 7

 
LOYAL NORTH PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LOYAL NORTH PLC (CONTINUED)


Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual 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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 
LOYAL NORTH PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LOYAL NORTH PLC (CONTINUED)


Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. 
In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we have:
• considered the nature of the industry and sectors, control environment and business performance;
• made enquires of management about their own identification and assessment of the risk of irregularities;
• performed audit work over the risk of management override of controls, including testing of journal entries 
          and other adjustments for appropriateness and reviewing accounting estimates for bias;
• undertaken appropriate sample based testing of bank transactions;
• identified and evaluated compliance with relevant laws and regulations and made enquiries of any    instances of non-compliance. The key laws and regulations we considered in this context included UK    Companies Act, data protection, anti-bribery, employment law, health and safety, Money Laundering Act    and Financial Conduct Authority (FCA) Regulations; and
• discussed matters among the audit engagement team regarding how and where fraud might occur in the   financial statements and potential indicators of fraud.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.





Page 9

 
LOYAL NORTH PLC
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF LOYAL NORTH PLC (CONTINUED)


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Christopher Taylor FCA (senior statutory auditor)
for and on behalf of
Adler Shine LLP
Chartered Accountants
Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF

28 November 2024
Page 10

 
LOYAL NORTH PLC
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

2024
As restated
2023
Note
£
£

  

Turnover
 4 
5,148
-

Gross profit
  
5,148
-

Administrative expenses
  
(763,134)
(464,379)

Fair value movements
  
937,924
2,751,094

Operating profit
 5 
179,938
2,286,715

Income from shares in group undertakings
  
200,980
360,707

Interest receivable and similar income
 8 
461,417
297,298

Interest payable and similar expenses
 9 
(588,512)
(964,076)

Profit before tax
  
253,823
1,980,644

Tax on profit
 10 
252,103
4,490

Profit for the financial year
  
505,926
1,985,134

There was no other comprehensive income for 2024 (2023:£NIL).

The notes on pages 17 to 36 form part of these financial statements.

Page 11

 
LOYAL NORTH PLC
REGISTERED NUMBER: 09124855

BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 11 
190,051
216,531

Tangible assets
 12 
5,682
7,930

Investments
 13 
11,275,494
9,483,320

  
11,471,227
9,707,781

Current assets
  

Debtors
 14 
5,095,315
3,646,524

Cash at bank and in hand
 15 
17,351
6,139

  
5,112,666
3,652,663

Creditors: amounts falling due within one year
 16 
(965,769)
(691,554)

Net current assets
  
 
 
4,146,897
 
 
2,961,109

Total assets less current liabilities
  
15,618,124
12,668,890

Creditors: amounts falling due after more than one year
 17 
(5,673,772)
(3,230,464)

  

Net assets
  
9,944,352
9,438,426


Capital and reserves
  

Called up share capital 
 20 
2,856,500
2,856,500

Profit and loss account
 21 
7,087,852
6,581,926

  
9,944,352
9,438,426


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




A Ilinskaia
Director

Date: 28 November 2024

The notes on pages 17 to 36 form part of these financial statements.

Page 12

 
LOYAL NORTH PLC
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Equity component of convertible bond
Profit and loss account
Total equity

£
£
£
£


At 1 June 2022
56,500
245,290
4,596,792
4,898,582



Profit for the year
-
-
1,985,134
1,985,134


Contributions by and distributions to owners

Shares issued during the year
2,800,000
-
-
2,800,000

Eliminated on conversion of bond
-
(245,290)
-
(245,290)



At 1 June 2023
2,856,500
-
6,581,926
9,438,426



Profit for the year
-
-
505,926
505,926


At 31 May 2024
2,856,500
-
7,087,852
9,944,352


The notes on pages 17 to 36 form part of these financial statements.

Page 13

 
LOYAL NORTH PLC
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
505,926
1,985,134

Adjustments for:

Amortisation of intangible assets
26,479
26,479

Depreciation of tangible assets
2,248
2,119

Loss on disposal of tangible assets
-
(49,995)

Interest paid
515,006
964,076

Interest received
(662,397)
(297,298)

Taxation charge
(5,137)
(4,490)

(Increase) in debtors
(281,198)
(3,424)

(Increase)/decrease in amounts owed by groups
(1,167,592)
45,190

Increase/(decrease) in creditors
987,711
(180,010)

Increase in amounts owed to groups
598,673
-

Net fair value (gains) recognised in P&L
(937,926)
(2,751,094)

Share of operating profit/(loss)) in associates
-
(310,707)

Corporation tax received
5,137
4,490

Net cash generated from operating activities

(413,070)
(569,530)


Cash flows from investing activities

Purchase of tangible fixed assets
-
(899)

Purchase of fixed asset investments
(854,248)
-

Sale of fixed asset investments
-
50,000

Interest received
461,417
397,556

Dividends received
-
310,707

Income from investments in related companies
200,980
-

Net cash from investing activities

(191,851)
757,364

Cash flows from financing activities

New secured loans
1,109,508
15,323

Other new loans
21,631
-

Interest paid
(515,006)
(198,500)

Net cash used in financing activities
616,133
(183,177)

Net increase in cash and cash equivalents
11,212
4,657

Cash and cash equivalents at beginning of year
6,139
1,482

Cash and cash equivalents at the end of year
17,351
6,139

Page 14

 
LOYAL NORTH PLC
 

STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024


2024
2023

£
£


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
17,351
6,139

17,351
6,139


The notes on pages 17 to 36 form part of these financial statements.

Page 15

 
LOYAL NORTH PLC
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MAY 2024





At 1 June 2023
Cash flows
Other non-cash changes
At 31 May 2024
£

£

£

£

Cash at bank and in hand

6,139

11,212

-

17,351

Debt due after 1 year

(3,230,464)

(97,591)

(885,098)

(4,213,153)

Debt due within 1 year

(490,000)

(630,000)

481,550

(638,450)


(3,714,325)
(716,379)
(403,548)
(4,834,252)

The notes on pages 17 to 36 form part of these financial statements.

Page 16

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


General information

Loyal North Plc is a public company limited by shares and registered in England and Wales. Its principal place of business and registered office address is 2 Queen Anne’s Gate Buildings, 22 Dartmouth Street, London, SW1H 9BP.
The principal activities of Loyal North Plc ("the Company") continued to be that of a holding company and the provision of centralised support services to its operating subsidiaries of Independent Financial Advisers (IFAs), which together with the Company form the “Loyal North Group”. The Company became a corporate member of its associate partnership, Fusion Asset Management LLP (“FAM LLP”) from 
21 November 2024 and commenced the provision of administrative and office services.
The financial statements are presented in Sterling (£), and rounded to the nearest £1.

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 management to exercise judgment in applying the Company's accounting policies (see note 3).

The turnover comparative of £31,402 has been restated to net off rent receivable against rent payable.

The following principal accounting policies have been applied:

 
2.2

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.3

Going concern

The Company and its subsidiaries continued to show strong growth. Due to this strong performance and the ongoing acquisitions both during and following the year end the directors are optimistic about the future prospects of the Company and its subsidiaries.
After making enquiries, the directors have a reasonable expectation that the Company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved. At the balance sheet date, the Company had £3,924,831 (2023 - £2,815,323) in outstanding bank loans which are subject to term loan facility covenant that is measured on a quarterly basis. Management are confident the agreed covenant will be met throughout the outlook period. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

Page 17

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company 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:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Leased assets: the Company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.7

Interest income

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

 
2.8

Finance costs

Finance costs are charged to profit or loss 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.

Page 18

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.9

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

 
2.10

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

 
2.11

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

 
2.12

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:

Short-term leasehold property
-
over the term of the lease
Computer equipment
-
over 3 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 19

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.13

Valuation of investments

Investments in subsidiaries are measured at valuation.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.15

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

 
2.16

Creditors

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

Page 20

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.17

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's balance sheet when the Company becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities.

Page 21

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.17
Financial instruments (continued)

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

 
2.18

Dividends

Dividends on shares recognised as liabilities are recognised as expenses and classified within interest payable.

  
2.19

Irredeemable preference shares

Preference shares, which have no redemption entitlement, are classified as equities. The dividends on these preference shares are taken to the income statement as interest payable.

Page 22

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the process of applying the Company's accounting policies, management makes various judgments which can significantly affect the amounts recognised in the financial statements. They are also required to use certain critical accounting estimates and assumptions regarding the future that may have a significant risk or giving rise to a material adjustment to the carrying values of assets and liabilities within the next financial year. The critical judgments are considered to be the following:
Investments in subsidiaries
The Company holds investments in subsidiaries that have been designated at fair value through profit and loss. The Company determines the fair value of these financial instruments that are not quoted using valuation techniques in line with industry standards. These techniques are significantly affected by key assumptions, and the derived fair value cannot always be substantiated by comparison with independent markets, and, in many cases, may not be capable of being realised immediately.


4.


Turnover

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


2024
As restated
2023
£
£

Other income
5,148
-


Analysis of turnover by country of destination:

2024
As restated
2023
£
£

United Kingdom
5,148
-



5.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Other operating lease rentals
24,600
24,600

Amortisation of intangible fixed assets
26,479
26,479

Depreciation of computer equipment
135
45

Depreciation of leasehold property
2,113
2,074

Page 23

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor and its associates:


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
10,000
15,000

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

Taxation compliance services
1,000
1,750


7.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
417,364
178,038

Social security costs
50,692
12,124

Cost of defined contribution scheme
6,073
2,943

474,129
193,105


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


        2024
        2023
            No.
            No.







Operations
1
1



Administration
5
3

6
4

No remuneration was paid to the directors during the year (2023 - £Nil). No directors are considered to be employees.

Page 24

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

8.


Interest receivable

2024
2023
£
£


Interest receivable from group companies
461,301
297,235

Other interest receivable
116
63

461,417
297,298


9.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
497,655
331,431

Other loan interest payable
55,829
632,645

Preference shares dividends
34,981
-

Other interest payable
47
-

588,512
964,076


10.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
(5,137)
(4,490)


(5,137)
(4,490)


Group taxation relief
(246,966)
-


(252,103)
(4,490)


Total current tax
(252,103)
(4,490)

Deferred tax

Total deferred tax
-
-


Tax on profit
(252,103)
(4,490)
Page 25

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
 
10.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - lower than) the standard rate of corporation tax in the UK of 25% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Profit on ordinary activities before tax
253,823
1,980,644


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 19%)
63,456
376,322

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
1,234
-

Non-taxable income
(202,707)
(523,468)

Adjustment in research and development tax credit leading to an increase (decrease) in the tax charge
(5,137)
(4,490)

Dividends from UK companies
(50,245)
(59,034)

Unrelieved tax losses carried forward
188,262
206,180

Group relief
(246,966)
-

Total tax charge for the year
(252,103)
(4,490)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.


Page 26

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

11.


Intangible assets




Trademarks
Computer software
Total

£
£
£



Cost


At 1 June 2023
3,674
261,125
264,799



At 31 May 2024

3,674
261,125
264,799



Amortisation


At 1 June 2023
2,572
45,696
48,268


Charge for the year on owned assets
367
26,113
26,480



At 31 May 2024

2,939
71,809
74,748



Net book value



At 31 May 2024
735
189,316
190,051



At 31 May 2023
1,102
215,429
216,531



Page 27

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

12.


Tangible fixed assets





Short-term leasehold property
Computer equipment
Total

£
£
£



Cost or valuation


At 1 June 2023
10,300
404
10,704



At 31 May 2024

10,300
404
10,704



Depreciation


At 1 June 2023
2,729
45
2,774


Charge for the year on owned assets
2,113
135
2,248



At 31 May 2024

4,842
180
5,022



Net book value



At 31 May 2024
5,458
224
5,682



At 31 May 2023
7,571
359
7,930




The net book value of land and buildings may be further analysed as follows:


2024
2023
£
£

Short leasehold
5,458
7,571


Page 28

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

13.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 June 2023
9,483,320


Additions
854,248


Revaluations
937,926



At 31 May 2024
11,275,494






Net book value



At 31 May 2024
11,275,494



At 31 May 2023
9,483,320

Page 29

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Loyal North Estate Planning Services Limited
England and Wales
Ordinary
100%
JustFA Technology Limited
England and Wales
Ordinary
83%
BIDCO GPFM Limited
England and Wales
Ordinary
75.2%
BIDCO HDW Limited
England and Wales
Ordinary
100%
BIDCO ML Limited
England and Wales
Ordinary
100%
BIDCO HIFS Limited
England and Wales
Ordinary
100%
BIDCO MCFS Limited
England and Wales
Ordinary
100%
BIDCO LFS Limited
England and Wales
Ordinary
100%
BIDCO IC Limited (dissolved 13 August 2024)
England and Wales
Ordinary
100%
H&D Financial Planning Limited
England and Wales
Ordinary
100%
* JustFA Advisers Limited
England and Wales
Ordinary
83%
* H&D Wealth Limited
England and Wales
Ordinary
100%
* Plan Smart Financial Planning Limited (formerly known as Hellier Independent Financial Services Limited)
England and Wales
Ordinary
100%
* Macbeth Currie Financial Services Limited
Scotland
Ordinary
100%
* Lowland Financial Services Limited
Scotland
Ordinary
100%
* Gerald Pepper Financial Management Limited
England and Wales
Ordinary
75.2%
* GPFM Online Limited (dissolved 26 March 2024)
England and Wales
Ordinary
75.2%
* Milsted Langdon Financial Services Limited
England and Wales
Ordinary
100%
* Financial Planning for Professionals Limited
England and Wales
Ordinary
100%
* Consular Financial Planning Limited (dissolved 17 September 2024)
England and Wales
Ordinary
100%
* Quay Financial Planning Limited (dissolved 8 October 2024)
England and Wales
Ordinary
75.2%
*Whitman Fry Wealth Management Limited
England and Wales
Ordinary
75.2%

*These companies are indirect subsidiaries of Loyal North Plc.

Page 30

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

14.


Debtors

2024
2023
£
£

Due after more than one year

Amounts owed by group undertakings
4,312,608
3,130,940

Other debtors
9,840
9,840

Prepayments and accrued income
267,355
161,125

4,589,803
3,301,905

Due within one year

Trade debtors
-
10,727

Amounts owed by group undertakings
306,725
320,801

Other debtors
12,755
4,556

Prepayments and accrued income
186,032
8,535

5,095,315
3,646,524



15.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
17,351
6,139



16.


Creditors: amounts falling due within one year

2024
2023
£
£

Bank loans
638,450
490,000

Trade creditors
19,087
18,105

Amounts owed to group undertakings
-
11,946

Other taxation and social security
37,032
10,611

Other creditors
36,036
1,100

Accruals and deferred income
235,164
159,792

965,769
691,554


The bank loan is secured on a fixed and floating charge over the assets of the company.

Page 31

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

17.


Creditors: amounts falling due after more than one year

2024
2023
£
£

Bank loans
3,286,381
2,325,323

Other loans
926,772
905,141

Amounts owed to group undertakings
610,619
-

Other creditors
850,000
-

5,673,772
3,230,464


The bank loan is secured on a fixed and floating charge over the assets of the company.


18.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
638,450
490,000

Amounts falling due 1-2 years

Bank loans
539,153
638,450

Other loans
926,772
-

Amounts falling due 2-5 years

Bank loans
2,747,228
1,686,873

Other loans
-
905,141


4,851,603
3,720,464



19.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2024
2023
£
£


Within one year
10,196
10,196

Between 1-5 years
-
10,196

10,196
20,392

Page 32

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

20.


Share capital

2024
2023
£
£
Shares classified as equity

Allotted, called up and fully paid



56,500 (2023 - 56,500) Ordinary shares of £1.00 each
56,500
56,500
2,800,000 (2023 - 2,800,000) Preference shares of £1.00 each
2,800,000
2,800,000

2,856,500

2,856,500



21.


Reserves

Profit and loss account

The profit and loss accounts comprises of accumulated distributable retained earnings of the Company.
The profit and loss account includes non-distributable reserves of £10,122,829 (2023 - £9,184,905), and 
a deficit in distributable reserves of £3,038,977 (2023 - £2,606,979).


22.


Pension commitments

The Company operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the Company to the scheme and amounted to £6,073 (2023 - £2,943).


23.


Commitments under operating leases

At 31 May 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
24,600
24,600

Later than 1 year and not later than 5 years
37,877
62,477

62,477
87,077

Page 33

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

24.


Related party transactions

The Company has advanced loans to its subsidiaries. At the year end £4,586,972 (2023 - £3,451,741) was due from the subsidiaries. Interest of £461,301 (2023 - £297,235) has been charged at interest rates between 5% and 11.75% p.a. during the year on these loans.
An additional debtor balance of £9,632 (2023 - £4,474) was due from subsidiaries as reimbursement of expenses paid at the year end. £31,940 (2023 - £nil) was also due from group companies as at the year end.
Support service fees and cost recharges of £30,591 (2023 - £31,402) were made to subsidiaries during the year.
At the year end £1,537,392 (2023 - £905,141) was due to companies under common control. Interest was charged at rates between 2.5% and 8.25% during the year on these loans. The amount of interest charged in the year was £55,829 (2023 - £14,981).
An additional creditor balance of £nil (2023 - £2,697) was due to a company under common control.

Page 34

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

25.


Post balance sheet events

Following the year ended 31 May 2024, the Loyal North Group has successfully made further acquisitions comprising of:
1.   100% of the share capital of Herfordshire-based IF Wealth Limited on 16 August 2024. The acquired 
       business joined Loyal North’s regional hub firm Gerald Pepper Financial Management Limited;
2.    Assets of Enlighten Financial Services Limited which is based in Epsom, Surrey on 4 September 
       2024. The acquired business joined Loyal North’s regional hub firm Gerald Pepper Financial 
       Management Limited;
3.    100% of the share capital of Dorset-based Blue House Financial Services Limited on 10 September 
        2024. The acquired business joined Loyal North’s regional hub firm Milsted Langdon Financial 
        Services Limited;
4.    100% of the share capital of Wiltshire-based Lewins Investments Limited on 10 September 2024. The
       acquired business joined Loyal North’s regional hub firm Milsted Langdon Financial Services Limited;
       and
5.    100% of the share capital of Essex-based Powell Financial Planning Limited on 16 September 2024. 
        The acquired business joined Loyal North’s regional hub firm Gerald Pepper Financial Management 
        Limited.
The post balance sheet date acquisitions above brought a further £139m of client funds to the Loyal North Group and bolstered the Loyal North Group’s existing presence in the Southeast, Southwest and East of England.
The following subsidiary companies were dissolved following an exercise to streamline the group entities:
i.     Its 100% owned and a dormant subsidiary company, Bidco IC Limited on 13 August 2024;
ii.    Its 100% owned through Bidco ML Limited and a dormant indirect subsidiary company, Consular 
       Financial Planning Limited on 17 September 2024; and
iii.   Its 100% owned through Bidco GPFM Limited and a non-trading indirect subsidiary company, Quay 
       Financial Planning Limited on 8 October 2024.
On 29 October 2024, the Company acquired the remaining share capital of 24.8% in its subsidiary company, Bidco GPFM Limited, resulting in the subsidiary company being wholly owned by Loyal North Plc post transaction date.
On 21 November 2024, the Company became a member of Fusion Asset Management LLP by making a capital contribution of 47.5%. Such contribution results in Fusion Asset Management LLP being recognised as an associate to the Company and benefits from the subsequent profit sharing from the limited liability partnership.  

Page 35

 
LOYAL NORTH PLC
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

26.


Controlling party

The immediate parent company is Loyal North Holdings Limited. The ultimate controlling party is Kirill Ilinski.
The results of the company are consolidated in Fusion Asset Management (Services) Limited, a private company limited by shares and registered in England and Wales. The consolidated accounts can be obtained from Companies House.

 
Page 36