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Registered number: OC309016









NORTH OF SOUTH CAPITAL LLP









FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
NORTH OF SOUTH CAPITAL LLP
 

INFORMATION



Designated Members
M A Linsey
A Van Leeuwen
Members
K M Dimmich
R Holmes
F L Tsai
M G Latham
Pacific Asset Management Services LLP
N Page (appointed 1 January 2024)

LLP registered number
OC309016

Registered office
85-87 Bayham Street
London
NW1 0AG

Independent auditors
Adler Shine LLP
Chartered Accountants
Statutory Auditor
Aston House
Cornwall Avenue
London
N3 1LF

Bankers
Bank of Scotland
Ground floor, Uberior House
11 Earl Grey Street
Edinburgh
EH3 9BN

Solicitors
Schulte Roth & Zabel International LLP
20 Saville Row
London
W1S 3PR


 
NORTH OF SOUTH CAPITAL LLP
 

CONTENTS



Page
Members' report
 
1 - 2
Independent auditors' report
 
3 - 6
Consolidated statement of comprehensive income
 
7
Consolidated balance sheet
 
8 - 9
LLP balance sheet
 
10 - 11
Consolidated reconciliation of members' interests
 
12
LLP reconciliation of members' interests
 
Consolidated statement of cash flows
 
14
Notes to the financial statements
 
15 - 26


 
NORTH OF SOUTH CAPITAL LLP
 
  
MEMBERS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

The members present their annual report together with the audited financial statements of North of South Capital LLP (the "LLP and the Group") for the ended 31 December 2024
 

Principal activities
 
 
The principal activity of the LLP and the Group during the year was that of fund management. The LLP is authorised and regulated by the Financial Conduct Authority ("FCA").
 
 
Designated Members
 
 
M A Linsey and A Van Leeuwen were designated members of the LLP and the Group throughout the period.
 

Members


K M Dimmich, R Holmes, F L Tsai, M G Latham and and Pacific Asset Management Services LLP were members of the LLP and the Group throughout the period. N Page was appointed as a member on 1 January 2024.
 
Members' capital and interests
 
 
Each member's subscription to the capital of the LLP is determined by their share of the profit and is repayable following retirement from the LLP.
 
 
Details of changes in members' capital in the ended 31 December 2024 are set out in the reconciliation of members' interests.
 
 
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions and other benefits. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year, subject to the cash requirements of the business.
 

Members' responsibilities statement
 
 
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
 
 
Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 LLP and the Group and of the profit or loss of the Group for that period.

In preparing these financial statements, the members are required to:
 
select suitable accounting policies 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 
Page 1

 
NORTH OF SOUTH CAPITAL LLP
 
 
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
 
 
Group will continue in business.
 

The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008)They are also responsible for safeguarding the assets of the LLP and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
 
Disclosure of information to auditors
 
 
Each of the persons who are members at the time when this members' report is approved has confirmed that:

so far as that member is aware, there is no relevant audit information of which the Group's auditors are unaware, and

that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the Group's auditors are aware of that information.
 

This report was approved by the members and signed on their behalf by: 



................................................
A Van Leeuwen
Designated member


Date: 25 April 2025

25 April 2025
Page 2

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP
 

Opinion
 

We have audited the financial statements of North of South Capital LLP (the 'parent LLP') and its subsidiaries (the 'Group') for the year ended 31 December 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the LLP balance sheet, the Consolidated statement of cash flows, the consolidated  Reconciliation of members' interests, the LLP Reconciliation of members' interests 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 LLP's affairs as at 31 December 2024 and of the Group's 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, as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.


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.


Conclusions relating to going concern
 

In auditing the financial statements, we have concluded that the members' 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 Group's or the parent LLP'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 members with respect to going concern are described in the relevant sections of this report.


Page 3

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP (CONTINUED)


Other information
 

The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The members are responsible for the other information contained within the Annual ReportOur opinion on the financial statements does not cover the other information and 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.


Matters on which we are required to report by exception
 

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


adequate accounting records have not been kept by the parent LLP, or returns adequate for our audit have not been received from branches not visited by us; or
the parent LLP financial statements are not in agreement with the accounting records and returns; or
we have not received all the information and explanations we require for our audit.


Responsibilities of members
 

As explained more fully in the members' responsibilities statement set out on page 1, the members 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 members 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 members are responsible for assessing the Group's and the parent LLP'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 members either intend to liquidate the Group or the parent LLP or to cease operations, or have no realistic alternative but to do so.


Page 4

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Page 5

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NORTH OF SOUTH CAPITAL LLP (CONTINUED)


Use of our report
 

This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008Our audit work has been undertaken so that we might state to the LLP'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 LLP and the LLP's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Engin Zekia Bsc FCA (Senior Statutory Auditor)
  
for and on behalf of
Adler Shine LLP
 
Chartered Accountants
Statutory Auditor
  
Aston House
Cornwall Avenue
London
N3 1LF

25 April 2025
Page 6

 
NORTH OF SOUTH CAPITAL LLP
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 3 
7,353,780
3,720,600

Gross profit
  
 
7,353,780
 
3,720,600

Administrative expenses
  
(2,175,140)
(1,075,687)

Operating profit
 4 
 
5,178,640
 
2,644,913

Income from fixed assets investments
  
3,796
1,603

Interest receivable and similar income
 8 
1,483
2,169

Interest payable and similar expenses
 9 
(584)
(301)

Profit before tax
  
 
5,183,335
 
2,648,384

Profit before members' remuneration and profit shares available for discretionary division among members
  
 
5,183,335
 
2,648,384

Other comprehensive income for the year
  

  

Total comprehensive income for the year
  
5,183,335
2,648,384

Profit for the year attributable to:
  

Owners of the parent LLP
  
5,183,335
2,648,384

  
 
5,183,335
 
2,648,384

The notes on pages 15 to 26 form part of these financial statements.

Page 7

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016

CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

  

Current assets
  

Debtors: amounts falling due within one year
 12 
2,282,272
1,054,588

Current asset investments
  
35,558
23,957

Cash at bank and in hand
 13 
1,803,376
612,592

  
4,121,206
1,691,137

Creditors: amounts falling due within one year
  
(1,036,448)
(229,160)

Net current assets
  
 
 
3,084,758
 
 
1,461,977

Total assets less current liabilities
  
3,084,758
1,461,977

  

Net assets
  
3,084,758
1,461,977

Page 8

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016
    
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Represented by:
  

Loans and other debts due to members within one year
  

Other amounts
  
(2,898,577)
(1,986,407)

Members' other interests
  

Members' capital classified as equity
  
800,000
800,000

Other reserves classified as equity
  
5,183,335
2,648,384

  
 
5,983,335
 
3,448,384

  
3,084,758
1,461,977


Total members' interests
  

Loans and other debts due to members
  
(2,898,577)
(1,986,407)

Members' other interests
  
5,983,335
3,448,384

  
3,084,758
1,461,977


The financial statements were approved and authorised for issue by the members and were signed on their behalf by: 




................................................
A Van Leeuwen
Designated member

Date: 25 April 2025

The notes on pages 15 to 26 form part of these financial statements.

North of South Capital LLP has no equity and, in accordance with the provisions contained within the Statement of Recommended Practice "Accounting by Limited Liability Partnerships", has not presented a Consolidated statement of changes in equity.

Page 9

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016

LLP BALANCE SHEET
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 11 
798,977
-

  
798,977
-

Current assets
  

Debtors: amounts falling due within one year
 12 
2,532,269
1,054,588

Current asset investments
  
35,558
23,957

Cash at bank and in hand
 13 
1,293,845
612,592

  
3,861,672
1,691,137

Creditors: amounts falling due within one year
 14 
(1,630,007)
(229,160)

Net current assets
  
 
 
2,231,665
 
 
1,461,977

Total assets less current liabilities
  
3,030,642
1,461,977

  

  

  

Net assets
  
3,030,642
1,461,977

Page 10

 
NORTH OF SOUTH CAPITAL LLP
REGISTERED NUMBER: OC309016
    
LLP BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£


Represented by:
  

Loans and other debts due to members within one year
  

Other amounts
(2,898,577)
(1,986,407)

  
(2,898,577)
(1,986,407)

Members' other interests
  

Members' capital classified as equity
  
800,000
800,000

Other reserves classified as equity brought forward
  
2,648,384
1,529,012

Profit for the year available for discretionary division among members
  
5,129,219
2,648,384

Other movements in other reserves
  
(2,648,384)
(1,529,012)

Other reserves classified as equity carried forward
  
5,129,219
2,648,384

  
5,929,219
3,448,384

  
3,030,642
1,461,977


Total members' interests
  

Loans and other debts due to members
  
(2,898,577)
(1,986,407)

Members' other interests
  
5,929,219
3,448,384

  
3,030,642
1,461,977


The financial statements were approved and authorised for issue by the members and were signed on their behalf by: 


................................................
A Van Leeuwen
Designated member

Date: 25 April 2025

The notes on pages 15 to 26 form part of these financial statements.

Page 11

 
NORTH OF SOUTH CAPITAL LLP
 

CONSOLIDATED RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2024






Equity
Members' other interests
Debt
Loans and other debts due to members less any amounts due from members in debtors
Total members' interests
Members' capital (classified as equity)
Other reserves
Total
Other amounts
Total

£
£
£
£
£

Amounts due to members 
(1,020,412)


Amounts due from members 

-


Balance at 1 January 2023 
800,000
1,529,012
2,329,012
(1,020,412)
1,308,600

Profit for the year available for discretionary division among members
 
-
2,648,384
2,648,384
-
2,648,384

Members' interests after profit for the year
800,000
4,177,396
4,977,396
(1,020,412)
3,956,984

Other division of profits
-
(1,529,012)
(1,529,012)
1,529,012
-

Movement in reserves
-
-
-
-
-

Amounts introduced by members
174,313
-
174,313
-
174,313

Repayment of capital
(174,313)
-
(174,313)
-
(174,313)

Conversion of members' capital to debt
-
-
-
-
-

Drawings on account
-
-
-
(2,495,007)
(2,495,007)

Amounts due to members
(1,986,407)

Balance at 31 December 2023
800,000
2,648,384
3,448,384
(1,986,406)
1,461,978

Profit for the year available for discretionary division among members
 
-
5,183,335
5,183,335
-
5,183,335

Members' interests after profit for the year
800,000
7,831,719
8,631,719
(1,986,406)
6,645,313

Other division of profits
-
(2,648,384)
(2,648,384)
2,648,384
-

Drawings on account
-
-
-
(3,560,555)
(3,560,555)

Amounts due to members
(2,898,577)

Balance at 31 December 2024 
800,000
5,183,335
5,983,335
(2,898,577)
3,084,758

The notes on pages 15 to 26 form part of these financial statements.

Page 12

 
NORTH OF SOUTH CAPITAL LLP
 

LLP RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 DECEMBER 2024







Equity
Members' other interests
Debt
Loans and other debts due to members less any amounts due from members in debtors
Total members' interests

Members' capital (classified as equity)
Other reserves
Total
Other amounts
Total

£
£
£
£
£

Amounts due to members 



(1,020,412)


Balance at 1 January 2023 
800,000
1,529,012
2,329,012
(1,020,412)
1,308,600

Profit for the year available for discretionary division among members 

-
2,648,384
2,648,384
-
2,648,384

Members' interests after profit for the year 
800,000
4,177,396
4,977,396
(1,020,412)
3,956,984

Other division of profits 
-
(1,529,012)
(1,529,012)
1,529,012
-

Amounts introduced by members 
174,313
-
174,313
-
174,313

Repayment of capital 
(174,313)
-
(174,313)
-
(174,313)

Drawings on account and distribution of profit 
-
-
-
(2,495,007)
(2,495,007)

Amounts due to members 
(1,986,407)

Balance at 31 December 2023
800,000
2,648,384
3,448,384
(1,986,406)
1,461,978

Profit for the year available for discretionary division among members 

-
5,129,219
5,129,219
-
5,129,219

Members' interests after profit for the year 
800,000
7,777,603
8,577,603
(1,986,406)
6,591,197

Other division of profits 
-
(2,648,384)
(2,648,384)
2,648,384
-

Drawings on account and distribution of profit 
-
-
-
(3,560,555)
(3,560,555)

Amounts due to members 
(2,898,577)

Balance at 31 December 2024

800,000
5,129,219
5,929,219
(2,898,577)
3,030,642

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests.

Page 13

 
NORTH OF SOUTH CAPITAL LLP
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit for the financial year
5,183,335
2,648,384

Adjustments for:

Interest paid
584
301

Interest received
(5,279)
(3,772)

(Increase) in debtors
(1,227,600)
(499,991)

Increase in creditors
807,287
14,260

Corporation tax (paid)/received
(10,799)
-

Loss on bond
-
2,637

Net cash generated from operating activities before transactions with members

4,747,528
2,161,819


Cash flows from investing activities

Purchase of tangible fixed assets
(883)
-

Interest received
1,482
2,169

Dividends received
3,796
1,603

Net cash from investing activities

4,395
3,772

Cash flows from financing activities

Interest paid
(584)
(301)

Members' capital contributed
-
174,313

Members' capital repaid
-
(174,313)

Distribution paid to members
(3,560,555)
(2,495,007)

Net cash used in financing activities
(3,561,139)
(2,495,308)

Net increase/(decrease) in cash and cash equivalents
1,190,784
(329,717)

Cash and cash equivalents at beginning of year
612,592
942,309

Cash and cash equivalents at the end of year
1,803,376
612,592


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
1,803,376
612,592

1,803,376
612,592


The notes on pages 15 to 26 form part of these financial statements.

Page 14

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

North of South Capital LLP is a limited liability partnership incorporated in England and Wales. The registered office address is 85-87 Bayham Street, London, NW1 0AG.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".

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.

The LLP 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:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the LLP 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 balance sheet, 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.

 
2.3

Going concern

The members have considered a period of at least twelve months from the signing of these accounts and have concluded that the LLP will have sufficient resources to meet its liabilities as they fall due over that period. The members of the LLP have indicated their willingness to provide such further financing as may be required for the LLP to meet its liabilities as they fall due and maintain a regulatory surplus. Consequently the members believe that the going concern basis is appropriate and the accounts hve been prepared under this assumption. 

Page 15

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The LLP's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

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 profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating 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:

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 Group 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.

Page 16

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessee

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

 
2.7

Research and development

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years.
If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

 
2.8

Interest income

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

 
2.9

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.

 
2.10

Division and distribution of profits

A division of profits is the mechanism by which the profits of a Group become a debt due to members. A division may be automatic or discretionary, may relate to some or all of the profits for a financial period and may take place during or after the end of a financial period.

An automatic division of profits is one where the Group does not have an unconditional right to avoid making a division of an amount of profits based on the members' agreement in force at the time, whereas a discretionary division of profits requires a decision to be made by the Group, which it has the unconditional right to avoid making.

The Group divides profits automatically. Automatic divisions of profits are recognised as 'Members' remuneration charged as an expense in  the consolidated statement of comprehensive income.

 
2.11

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.

Page 17

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

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:

Office equipment
-
100%

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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

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

 
2.13

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.

 
2.14

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.

 
2.15

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 18

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Financial instruments

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

The Group has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Group's balance sheet when the Group 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 Group'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.
 

Page 19

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)


2.16
Financial instruments (continued)

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies 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 receipts 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.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

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 Group 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 Group 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 Group's contractual obligations expire or are discharged or cancelled.

Page 20

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

3.


Turnover

The turnover and operating profit for the year was all derived from the LLP's principal continuing activity which was carried out wholly within the United Kingdom.


4.


Operating profit

The operating profit is stated after charging:

2024
2023
£
£

Fees payable to the LLP's auditor for the audit of the LLP's annual financial statements
18,350
13,500

Exchange differences
(45,786)
18,727


5.


Employees

Staff costs were as follows:


Group
Group
LLP
LLP
2024
2023
2024
2023
£
£
£
£


Wages and salaries
1,220,953
394,817
499,335
394,817

Social security costs
59,607
57,392
59,607
57,392

Cost of defined contribution scheme
3,963
3,192
3,963
3,192

1,284,523
455,401
562,905
455,401


The wages and salaries figure above includes members' remuneration of £721,618 (2023: £nil) that was paid as a salary.

The average monthly number of persons (including members with contracts of employment) employed during the year was as follows:


        2024
        2023
            No.
            No.







Administrative
4
3

Page 21

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

6.


Information in relation to members

2024
2023
Number
Number


The average number of members during the year was
7
6

2024
2023
£
£







The amount of profit attributable to the member with the largest entitlement was
914,309
462,902


The figure presented above relates to the profit allocation for the year ended 31 December 2023. As at the date of approval of the financial statements, the profit figure for the year ended 31 December 2024 had yet to be allocated between the members.  


7.


Income from investments

2024
2023
£
£





Dividends received from unlisted investments
(3,796)
(1,603)

(3,796)
(1,603)



8.


Interest receivable

2024
2023
£
£


Other interest receivable
1,483
2,169

1,483
2,169


9.


Interest payable and similar expenses

2024
2023
£
£


Other interest payable
584
301

584
301

Page 22

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

10.


Tangible fixed assets

Group






Office equipment

£



Cost or valuation


Additions
883



At 31 December 2024

883



Depreciation


Charge for the year on owned assets
883



At 31 December 2024

883



Net book value



At 31 December 2024
-



At 31 December 2023
-

Page 23

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

           10.Tangible fixed assets (continued)


LLP






Office equipment

£

Cost or valuation


Additions
883



At 31 December 2024

883



Depreciation


Charge for the year on owned assets
883



At 31 December 2024

883



Net book value



At 31 December 2024
-



At 31 December 2023
-







11.


Fixed asset investments

LLP





Investments in subsidiary companies

£



Cost or valuation


Additions
798,977



At 31 December 2024
798,977




Page 24

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertaking


The following was a subsidiary undertaking of the LLP:

Name

Registered office

Class of shares

Holding

North of South DIFC Limited
Unit OT 20-45, Level 20, Central Park Towers, DIFC, Dubai
Ordinary
100%


12.


Debtors

Group
Group
LLP
LLP
2024
2023
2024
2023
£
£
£
£


Amounts owed by group undertakings
-
-
250,000
-

Other debtors
16,799
6,000
16,797
6,000

Prepayments and accrued income
2,265,472
1,048,588
2,265,472
1,048,588

2,282,271
1,054,588
2,532,269
1,054,588



13.


Cash and cash equivalents

Group
Group
LLP
LLP
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
1,803,376
612,592
1,293,845
612,592

1,803,376
612,592
1,293,845
612,592



14.


Creditors: Amounts falling due within one year

Group
Group
LLP
LLP
2024
2023
2024
2023
£
£
£
£

Amounts owed to group undertakings
-
-
798,977
-

Other taxation and social security
365,080
214,995
365,080
214,995

Other creditors
403
665
403
665

Accruals and deferred income
670,965
13,500
465,547
13,500

1,036,448
229,160
1,630,007
229,160


Page 25

 
NORTH OF SOUTH CAPITAL LLP
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

15.


Loans and other debts due to members


Group
Group
LLP
LLP
2024
2023
2024
2023
£
£
£
£


Other amounts due to members
(2,898,577)
(1,986,407)
(2,898,577)
(1,986,407)

(2,898,577)
(1,986,407)
(2,898,577)
(1,986,407)

Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.



16.


Commitments under operating leases

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

2024
2023
Group
£
£


Not later than 1 year
92,661
30,526

92,661
30,526


17.


Related party transactions

During the year management fees of £7,489 (2023: £15,735) became due to the LLP from North of South Capital (Cayman) Limited, an entity with key management personnel in common. An amount of £7,489 (2023: £15,735) remained outstanding at the balance sheet date.
During the year, management fees of £4,957,775, (2023: £2,973,126) became due to the LLP from an entity under common control with one of the members. At the year end, £1,002,870 (2023: £696,898) was due from this entity. 


18.


Post balance sheet events

On April 9 2025, the shareholders of North of South Capital (DIFC) Limited, represented solely by its parent company North of South Capital LLP, passed a resolution to amend its Articles of Association. This resolution resulted in a reduction of the company's share capital from 1,000,000 shares at $1 USD each to 300,000 shares at $1 USD each. This change will be reflected in the financial statements for the next reporting period.


19.


Controlling party

At the balance sheet date, there was no single ultimate controlling party.

 
Page 26