NORTH GROUP HOLDINGS LIMITED
(FORMERLY DUNHAM MASSEY INVESTMENT GROUP NO6 LTD)
No. 14641551
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE PERIOD FROM 29 FEBRUARY 2024 TO 31 OCTOBER 2024
NORTH GROUP HOLDINGS LIMITED
COMPANY INFORMATION
Directors
John Campbell
(Appointed 4 June 2024)
Lee Garden
(Appointed 4 June 2024)
Karl Lewis
(Appointed 4 June 2024)
Company number
14641551
Registered office
Suite B
8th Floor West One
Forth Banks
Newcastle Upon Tyne
Tyne and Wear
England
NE1 3PA
Auditor
Hall Morrice LLP
6 & 7 Queens Terrace
Aberdeen
AB10 1XL
Business address
Saltire House
Blackness Avenue
Altens
Aberdeen
AB12 3PG
Bankers
Bank of Scotland
48 Upperkirkgate
Aberdeen
AB10 1BA
Solicitors
Raeburn Christie Clark & Wallace
399 Union Street
Aberdeen
AB11 6BX
NORTH GROUP HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Group statement of comprehensive income
8
Group balance sheet
9
Company balance sheet
10
Group statement of changes in equity
11
Company statement of changes in equity
12
Group statement of cash flows
13
Notes to the financial statements
14 - 30
NORTH GROUP HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 1 -
The directors present the strategic report for the period ended 31 October 2024.
Fair review of the business
The group key performance indicators are turnover, gross profit, net profit, cash in hand and net asset position.
The group has seen turnover of £12.2m for the period and the directors are pleased with the performance of the group.
The group generated a gross profit of £3.2m with a gross margin of 26%.
Management have closely monitored costs which has resulted in the group showing a profit before tax of £1.5m.
At the balance sheet date the group had net assets of £1.0m and net current liabilities of £824k, with a healthy cash position allowing the business to react quickly to any market opportunities or changes.
In addition to the above financial KPI's the group monitor the development, performance and position of the business using other key performance indicators.
The group are committed to health and safety and ensuring that all works are carried out with due care and vigilance to both staff and third parties.
Emphasis is placed on providing high quality products and services for its customers. Through the operation of a Quality Management System in accordance with ISO 9001 the group has maintained this quality during the year. To complement this system the group operates an Environmental Management System in accordance with ISO 14001 and together such standards have improved the overall management of the business. Efficiencies have been found, waste has been minimised and the group is more environmentally conscious.
The group continually strives to meet and improve health and safety, quality, environmental and energy policies.
Principal risks and uncertainties
The principal risk facing the group is the unpredictability of the local economy caused by the changes in oil prices. The directors have given due consideration to the impact on the group of such oil & gas sector downturns and consequently have sought to extend and diversify its client base. Over the past few years considerable work has been undertaken on government backed projects and this has served to alleviate pressures from local economy downturns. As a result, the adverse effect of competition has been de risked and the group’s profit margins have been maintained.
The directors are confident that the group is well placed to meet any challenges, with a strong management team in place and an excellent reserve base. The group has factored risk into their worst-case forecasts and believe that they have adequate funds to trade successfully and meet their liabilities as they fall due. The financial position of the group will continue to be monitored very closely by the directors.
Financial instruments
Financial management policies are set at a group level. The group strategy is to provide a complete refurbishment service both onshore and offshore, together with the manufacture of specialist joinery and the supply of construction trades people, materials and equipment. The group therefore looks to secure the resources required for the future development of the business and to expand its capabilities, and as a result, the company's activities expose it to a number of financial risks including liquidity risk, interest rate risk, price risk and credit risk.
Liquidity Risk
The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.
NORTH GROUP HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 2 -
Interest Rate Risk
The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group uses interest rate derivatives to manage the mix of fixed and variable rate debt so as to reduce its exposure to changes in interest rates.
Price Risk
Contracts are subject to competitive tendering and the directors are confident that the group operates efficiently enough to meet the requirements of the market, and price their products and services appropriately.
Credit Risk
Investments of cash surpluses, borrowings and derivative instruments are made through banks and companies which must fulfil credit rating criteria approved by the Board.
All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.
Development and performance
The group will continue to provide high quality products and services to its client base and to seek new opportunities in the market place in order to continually improve its key performance indicators.
John Campbell
Director
25 July 2025
NORTH GROUP HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 3 -
The directors present their report and audited financial statements for the period ended 31 October 2024.
Principal activities
The principal activity of the company was that of a holding company.
The principal activity of the group was the refurbishment of onshore and offshore property.
Change of company name
A special resolution was passed to change the company name from Dunham Massey Investment Group No6 Ltd to North Group Holdings Limited. The name change was effective as of 30 January 2025 and has been registered with Companies House.
Results and dividends
The results for the period are set out on page 8.
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
John Campbell
(Appointed 4 June 2024)
Lee Garden
(Appointed 4 June 2024)
Karl Lewis
(Appointed 4 June 2024)
Recardo Patrick
(Resigned 4 June 2024)
Adam Howitt
(Resigned 4 June 2024)
Auditor
Hall Morrice LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
Statement of directors' responsibilities
The directors are responsible for preparing the Strategic report, 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
NORTH GROUP HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 4 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company and group is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company and group is aware of that information.
On behalf of the board
John Campbell
Director
25 July 2025
NORTH GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF NORTH GROUP HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of North Group Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 October 2024 which comprise the group profit and loss account, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and the parent company's affairs as at 31 October 2024 and of the group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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 group's and parent 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.
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 report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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.
NORTH GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORTH GROUP HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and their 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of 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, as set out in the Directors' report, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.
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.
In identifying and assessing the risk of material misstatement due to non-compliance with laws and regulations we have:
Ensured that the engagement team had the appropriate competence, capabilities and skills to identify or recognise non-compliance with laws and regulations;
Identified the laws and regulations applicable to the entity through discussions with directors and management and through our own knowledge of the sector;
Focused on the specific laws and regulations we consider may have a direct effect on the financial statements, including FRS 102, the Companies Act 2006 and tax compliance regulations;
Focused on the specific laws and regulations we consider may have an indirect effect on the financial statements that are central to the entity’s ability to trade including those relating to employees, and health, safety and the environment;
Reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with applicable laws and regulations;
Made enquiries of management and inspected legal correspondence;
Reviewed minutes of meetings of those charged with governance; and
Ensured the engagement team remained alert to instances of non-compliance throughout the audit.
NORTH GROUP HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF NORTH GROUP HOLDINGS LIMITED
- 7 -
In identifying and assessing the risk of material misstatement due to irregularities, including fraud and how it may occur, and the potential for management bias and the override of controls we have:
Obtained an understanding of the entity’s operations, including the nature of its revenue sources and of its objectives and strategies, to understand the classes of transactions, account balances, expected financial disclosures and business risks that may result in risk of material misstatement;
Obtained an understanding of the internal controls in place to mitigate risks of irregularities, including fraud;
Vouched balances and reconciling items in key control account reconciliations to supporting documentation;
Carried out detailed testing, on a sample basis, to verify the completeness, occurrence, existence and accuracy of transactions and balances;
Carried out detailed testing to verify the completeness, occurrence, validity, existence and accuracy of income including cut-off testing, work in progress testing and ensuring income recognition is in line with stated accounting policies;
Made enquiries of management as to where they consider there was a susceptibility to fraud, and their knowledge of any actual, suspected or alleged fraud;
Tested journal entries to identify any unusual transactions;
Performed analytical procedures to identify any significant or unusual transactions;
Investigated the business rationale behind any significant or unusual transactions; and
Evaluated the appropriateness of accounting policies and the reasonableness of accounting estimates.
We did not identify any matters relating to non-compliance with laws and regulations, or relating to fraud.
Because of the inherent limitations of an audit, there is an unavoidable risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. The risk of not detecting a material misstatement due to fraud is inherently more difficult than detecting those that result from error as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. In addition, the further removed any non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
Use of our report
This report is made solely to the group’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the group’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 group and the group’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Robert J C Bain MA CA CTA
Senior Statutory Auditor
For and on behalf of Hall Morrice LLP
Statutory Auditor
Aberdeen
25 July 2025
NORTH GROUP HOLDINGS LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 8 -
28 February
2024
2024
Notes
£
£
Turnover
3
12,218,846
-
Cost of sales
(8,990,127)
Gross profit
3,228,719
-
Administrative expenses
(1,716,743)
Other operating income
11,862
-
Operating profit
4
1,523,838
-
Interest receivable and similar income
8
22,853
Interest payable and similar expenses
9
(78,623)
Profit before taxation
1,468,068
Tax on profit
10
(445,333)
Profit for the financial year
24
1,022,735
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
NORTH GROUP HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 OCTOBER 2024
31 October 2024
- 9 -
28 February
2024
2024
Notes
£
£
£
£
Fixed assets
Goodwill
12
1,689,260
Tangible assets
13
720,106
2,409,366
-
Current assets
Stocks
16
17,521
-
Debtors
17
3,395,747
100
Cash at bank and in hand
3,064,207
6,477,475
100
Creditors: amounts falling due within one year
18
(7,301,167)
-
Net current liabilities
(823,692)
100
Total assets less current liabilities
1,585,674
100
Creditors: amounts falling due after more than one year
19
(540,000)
-
Provisions for liabilities
20
(39,291)
-
Net assets
1,006,383
100
Capital and reserves
Called up share capital
23
100
100
Profit and loss reserves
24
1,006,283
Total equity
1,006,383
100
The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
25 July 2025
John Campbell
Director
NORTH GROUP HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT 31 OCTOBER 2024
31 October 2024
- 10 -
28 February
2024
2024
Notes
£
£
£
£
Fixed assets
Investments
14
8,759,291
Current assets
Debtors
17
50,100
Cash at bank and in hand
150
50,250
-
Creditors: amounts falling due within one year
18
(1,991,695)
-
Net current liabilities
(1,941,445)
-
Total assets less current liabilities
6,817,846
-
Creditors: amounts falling due after more than one year
19
(540,000)
-
Net assets
6,277,846
-
Capital and reserves
Called up share capital
23
100
Profit and loss reserves
24
6,277,746
Total equity
6,277,846
-
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit for the period was £6,277,746 (2024 - £0).
The financial statements were approved by the board of directors and authorised for issue on 25 July 2025 and are signed on its behalf by:
25 July 2025
John Campbell
Director
Company Registration No. 14641551
NORTH GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 11 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 6 February 2023
-
Period ended 28 February 2024:
Profit and total comprehensive income for the year
-
-
-
Issue of share capital
23
100
-
100
Balance at 28 February 2024
100
100
Period ended 31 October 2024:
Profit and total comprehensive income for the period
-
1,022,735
1,022,735
Dividends
11
-
(16,452)
(16,452)
Balance at 31 October 2024
100
1,006,283
1,006,383
NORTH GROUP HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 6 February 2023
-
Period ended 28 February 2024:
Profit and total comprehensive income for the year
-
-
Issue of share capital
23
100
-
Balance at 28 February 2024
100
Period ended 31 October 2024:
Profit and total comprehensive income for the period
-
6,277,746
6,277,746
Balance at 31 October 2024
100
6,277,746
6,277,846
NORTH GROUP HOLDINGS LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 13 -
28 February
2024
2024
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from/(absorbed by) operations
29
6,257,893
(100)
Interest paid
(50,928)
Income taxes paid
(206,473)
Net cash inflow/(outflow) from operating activities
6,000,492
(100)
Investing activities
Purchase of subsidiary
(3,366,599)
-
Purchase of tangible fixed assets
(118,787)
-
Proceeds on disposal of tangible fixed assets
2,700
-
Interest received
22,853
Net cash used in investing activities
(3,459,833)
-
Financing activities
Proceeds from issue of shares
-
100
Proceeds from issue of shares
540,000
-
Dividends paid to equity shareholders
(16,452)
-
Net cash generated from financing activities
523,548
100
Net increase in cash and cash equivalents
3,064,207
-
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
3,064,207
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 14 -
1
Accounting policies
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The company is a qualifying entity for the purposes of FRS 102, being the parent of a group that prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instrument Issues' - Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 'Related Party Disclosures': Compensation for key management personnel.
1.2
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company North Group Holdings Limited together with all entities controlled by the parent company (its subsidiaries) from 12 March 2024.
All financial statements are made up to 31 October 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
1.3
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies (continued)
- 15 -
Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.
1.5
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.6
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Heritable buildings
2% Straight line
Tenants improvements
10% Straight line
Plant and equipment
10% - 33.33% Straight line
Fixtures and fittings
25% - 33.33% Straight line
Motor vehicles
25% Straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
1.7
Fixed asset investments
Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies (continued)
- 16 -
1.8
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.9
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.10
Work in progress
Where the outcome of a construction contract can be estimated reliably, revenue and costs are recognised by reference to the stage of completion of the contract activity at the reporting end date. Variations in contract work, claims and incentive payments are included to the extent that the amount can be measured reliably and its receipt is considered probable.
When it is probable that total contract costs will exceed total contract turnover, the expected loss is recognised as an expense immediately.
Where the outcome of a construction contract cannot be estimated reliably, contract revenue is recognised to the extent of contract costs incurred where it is probable that they will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred. When costs incurred in securing a contract are recognised as an expense in the period in which they are incurred, they are not included in contract costs if the contract is obtained in a subsequent period.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies (continued)
- 17 -
1.11
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.12
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
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 and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 group after deducting all of its liabilities.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies (continued)
- 18 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.13
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
1.14
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies (continued)
- 19 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.15
Provisions
Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.16
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.17
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.18
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
1.19
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
1
Accounting policies (continued)
- 20 -
1.20
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Useful economic lives of tangible fixed assets
The annual depreciation charge for tangible assets is sensitive to changes in the estimated useful lives and residual values of the assets. The useful economic lives and residual values are re-assessed annually. They are amended when necessary to reflect current estimates, based on technological advancement, future investments, economic utilisation and the physical condition of the assets. See note 13 for the carrying amount of each asset and note 1.7 for the useful economic lives for each class of asset.
Useful economic life of goodwill
The group establishes a reliable estimate of the useful life of goodwill arising on business combinations. This estimate is based on a variety of factors such as the expected use of the acquired business, the expected usual life of the cash generating units to which the goodwill is attributed, any legal, regulatory or contractual provisions that can limit useful life and assumptions that market participants would consider in respect of similar businesses. See note 12 for the carrying amount of the goodwill and note 1.6 for its useful economic life.
Revenue recognition
In recognising revenue with reference to the stage of completion at the year end date, there has to be reliable estimates made of the outcome of each contract, the stage of completion, future costs and collectability of billings. This results in key judgements and estimates which impact upon the results for the year.
3
Turnover
In the opinion of the directors it would be seriously prejudicial to the group to disclose segmental information by class of business or by geographical split.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 21 -
4
Operating profit
28 February
2024
2024
£
£
Operating profit for the period is stated after charging/(crediting):
Government grants
(11,862)
-
Depreciation of owned tangible fixed assets
28,866
-
Profit on disposal of tangible fixed assets
(2,700)
-
Amortisation of intangible assets
115,379
-
Operating lease charges
85,809
-
5
Auditor's remuneration
28 February
2024
2024
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
12,000
-
Audit of the financial statements of the company's subsidiaries
23,000
-
35,000
-
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the period was:
Group
28 February
Company
28 February
2024
2024
2024
2024
Number
Number
Number
Number
Management and administration
29
2
3
-
Production
54
-
-
-
Total
83
2
3
Their aggregate remuneration comprised:
Group
28 February
Company
28 February
2024
2024
2024
2024
£
£
£
£
Wages and salaries
2,542,506
Social security costs
287,761
-
-
-
Pension costs
66,577
2,896,844
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 22 -
7
Directors' remuneration
28 February
2024
2024
£
£
Remuneration for qualifying services
162,814
-
Company pension contributions to defined contribution schemes
20,443
-
Sums paid to third parties for directors' services
4,140
-
187,397
-
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 3 (28 February 2024 - 0).
8
Interest receivable and similar income
28 February
2024
2024
£
£
Interest on bank deposits
22,853
9
Interest payable and similar expenses
28 February
2024
2024
£
£
Interest on bank overdrafts and loans
50,928
-
Other interest
27,695
-
Total finance costs
78,623
10
Taxation
28 February
2024
2024
£
£
Current tax
UK corporation tax on profits for the current period
428,122
Deferred tax
Origination and reversal of timing differences
17,211
Total tax charge
445,333
Changes to the UK corporation tax rates were substantively enacted as part of Finance Bill 2023 (on 10 January 2023). These changes included an increase in the main rate to 25% from April 2023. Deferred taxes at the balance sheet date, in relation to UK companies, are measured using tax rates enacted as at the balance sheet date (25%).
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
10
Taxation (continued)
- 23 -
The actual charge for the period can be reconciled to the expected charge/(credit) for the period based on the profit or loss and the standard rate of tax as follows:
28 February
2024
2024
£
£
Profit before taxation
1,468,068
-
Expected tax charge based on the standard rate of corporation tax in the UK of 25% (2024: 0%)
367,017
-
Tax effect of expenses that are not deductible in determining taxable profit
73,673
Tax effect of income not taxable in determining taxable profit
(230)
Other non-reversing timing differences
2,215
Other permanent differences
2,718
Tax at marginal rate
(60)
Taxation charge
445,333
-
11
Dividends
28 February
2024
2024
£
£
Final paid
16,452
-
12
Intangible fixed assets
Group
Goodwill
£
Cost
At 29 February 2024
Additions
1,804,639
At 31 October 2024
1,804,639
Amortisation and impairment
At 29 February 2024
Amortisation charged for the period
115,379
At 31 October 2024
115,379
Carrying amount
At 31 October 2024
1,689,260
At 28 February 2024
The company had no intangible fixed assets at 31 October 2024 or 28 February 2024.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 24 -
13
Tangible fixed assets
Group
Heritable buildings
Tenants improvements
Plant and equipment
Fixtures and fittings
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 29 February 2024
-
-
-
-
-
-
Additions
24,525
80,811
13,451
118,787
Business combinations
1,200,000
13,475
225,542
141,887
149,814
1,730,718
Disposals
(30,200)
(30,200)
At 31 October 2024
1,200,000
38,000
306,353
155,338
119,614
1,819,305
Depreciation and impairment
At 29 February 2024
-
-
-
-
-
-
Depreciation charged in the period
7,645
818
9,396
1,998
9,009
28,866
Business combinations
604,355
13,475
225,542
141,887
115,274
1,100,533
Eliminated in respect of disposals
(30,200)
(30,200)
At 31 October 2024
612,000
14,293
234,938
143,885
94,083
1,099,199
Carrying amount
At 31 October 2024
588,000
23,707
71,415
11,453
25,531
720,106
At 28 February 2024
14
Fixed asset investments
Group
28 February
Company
28 February
2024
2024
2024
2024
Notes
£
£
£
£
Investments in subsidiaries
15
8,759,291
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
14
Fixed asset investments (continued)
- 25 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 29 February 2024
-
Additions
8,759,291
At 31 October 2024
8,759,291
Carrying amount
At 31 October 2024
8,759,291
At 28 February 2024
-
15
Subsidiaries
Details of the company's subsidiaries at 31 October 2024 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
North Group Limited
United Kingdom
Ordinary Shares
100.00
-
North Offshore Limited
United Kingdom
Ordinary Shares
0
100.00
16
Stocks
Group
28 February
Company
28 February
2024
2024
2024
2024
£
£
£
£
Raw materials and consumables
17,521
-
-
-
17
Debtors
Group
28 February
Company
28 February
2024
2024
2024
2024
Amounts falling due within one year:
£
£
£
£
Trade debtors
2,783,632
Gross amounts owed by contract customers
184,760
Corporation tax recoverable
201,500
Other debtors
186,891
100
50,100
Prepayments and accrued income
38,964
3,395,747
100
50,100
-
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 26 -
18
Creditors: amounts falling due within one year
Group
28 February
Company
28 February
2024
2024
2024
2024
£
£
£
£
Trade creditors
2,186,711
Amounts owed to group undertakings
1,952,000
Corporation tax payable
679,336
Other taxation and social security
1,190,768
-
-
-
Other creditors
1,500,000
Accruals and deferred income
1,744,352
39,695
7,301,167
-
1,991,695
19
Creditors: amounts falling due after more than one year
Group
28 February
Company
28 February
2024
2024
2024
2024
Notes
£
£
£
£
Preference shares
23
540,000
540,000
20
Provisions for liabilities
Group
28 February
Company
28 February
2024
2024
2024
2024
£
£
£
£
Deferred tax liabilities
21
39,291
21
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
28 February
2024
2024
Group
£
£
Accelerated capital allowances
39,678
-
Tax losses
(387)
-
39,291
-
The company has no deferred tax assets or liabilities.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
21
Deferred taxation (continued)
- 27 -
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 29 February 2024
-
-
Charge to profit or loss
17,211
-
Business combination
22,080
-
Liability at 31 October 2024
39,291
-
22
Retirement benefit schemes
28 February
2024
2024
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
66,577
-
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
Contributions totalling £16,926 (28 February 2024 - £nil) were payable to the scheme at the end of the year and are included in creditors.
23
Share capital
28 February
28 February
Group and company
2024
2024
2024
2024
Ordinary share capital
Number
Number
£
£
Issued and not fully paid
Ordinary shares of £1 each
100
-
100
-
28 February
28 February
2024
2024
2024
2024
Preference share capital
Number
Number
£
£
Issued and fully paid
Redeemable preference shares of £1 each
540,000
-
540,000
-
Preference shares classified as liabilities
540,000
-
During the period, 540,000 Redeemable preference shares of £1 each were issued at par.
The preference shares are redeemable in full on 12 March 2027 or at any earlier date if an agreement is made between the group and the shareholders.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 28 -
24
Reserves
Profit and loss reserves
This reserve records the accumulated distributable profits made by the company net of distributions to shareholders.
25
Acquisition of a business
On 12 March 2024 the group acquired 100 percent of the issued capital of North Group Limited and its subsidiaries. The acquisition was accounted for using the purchase method.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Intangible assets
39,231
(39,231)
-
Property, plant and equipment
630,185
-
630,185
Stocks
19,231
-
19,231
Trade and other receivables
4,317,386
-
4,317,386
Cash and cash equivalents
5,392,692
-
5,392,692
Trade and other payables
(2,764,792)
-
(2,764,792)
Tax liabilities
(617,970)
-
(617,970)
Deferred tax
(22,080)
-
(22,080)
Total identifiable net assets
6,993,883
(39,231)
6,954,652
Goodwill
1,804,639
Total consideration
8,759,291
The consideration was satisfied by:
£
Cash
8,759,291
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
12,218,844
Profit after tax
1,373,273
The goodwill arising on the acquisition of the business is attributable to know how and customer relationships. The useful life is estimated to be ten years.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 29 -
26
Operating lease commitments
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
28 February
Company
28 February
2024
2024
2024
2024
£
£
£
£
Within one year
26,100
-
-
-
Between two and five years
104,400
-
-
-
In over five years
2,692,161
-
-
-
2,822,661
-
-
-
27
Related party transactions
Transactions with related parties
During the period the group entered into the following transactions with related parties:
28 February
2024
2024
£
£
Group
Other related parties
4,140
-
The above amount was paid to the chairman for their services to the group during the year.
28
Directors' transactions
As at 31 October 2024 the group was due the directors £1,500,000 (28 February 2024 - £nil). The loans are interest free with no set repayment terms.
NORTH GROUP HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 OCTOBER 2024
- 30 -
29
Cash generated from/(absorbed by) group operations
28 February
2024
2024
£
£
Profit for the period after tax
1,022,735
-
Adjustments for:
Taxation charged
445,333
Finance costs
78,623
Investment income
(22,853)
Gain on disposal of tangible fixed assets
(2,700)
-
Amortisation and impairment of intangible assets
115,379
-
Depreciation and impairment of tangible fixed assets
28,866
-
Movements in working capital:
Decrease in stocks
1,710
-
Decrease/(increase) in debtors
761,456
(100)
Increase in creditors
3,829,344
-
Cash generated from/(absorbed by) operations
6,257,893
(100)
30
Analysis of changes in net funds - group
29 February 2024
Cash flows
31 October 2024
£
£
£
Cash at bank and in hand
-
3,064,207
3,064,207
31
Company information
North Group Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Suite B, 8th Floor West One, Forth Banks, Newcastle Upon Tyne, Tyne and Wear, England, NE1 3PA.
The group consists of North Group Holdings Limited and all of its subsidiaries, North Group Limited and North Offshore Limited. The registered office for these subsidiaries is Saltire House, Blackness Avenue, Altens, Aberdeen, AB12 3PG.
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