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Registered number: 14839067
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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CONTENTS
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Directors' Responsibilities Statement
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Balance Sheet
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Consolidated Analysis of Net Debt
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Notes to the Financial Statements
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present the strategic report for the year ended 31 December 2025.
Trading for the year followed long-term trends, and the Directors are optimistic for the future of the Group. This strategic report presents a balanced assessment of the Group and its performance in the financial year and its position at the year end. This assessment is consistent with the size and non-complex nature of the business and is written in the context of the opportunities, risks and uncertainties faced by the Group.
The Group reported revenue of £26,708,441 (2024 - £25,645,330) and EBITDA of £3,545,427 (2024 - £3,649,805), respective increases of 4.1% and decrease of 2.9% compared to the prior financial year.
The Group provides event traffic management, car parking, crowd management and security, and Hostile Vehicle Mitigation (HVM) services. Its core market is growing modestly driven by positive trends in the events industry including sporting events, conference, exhibitions, and festivals, which have resulted in increased commercial activities from a number of key clients and acquisition of new clients.
The Group's continues to support all clients and partners from its Head Office in Watford whilst its North-West regional office in Liverpool has continued to grow with the acquisition of new clients and delivery of new services for existing clients. The hub continues to provide a strong foothold in an untapped market for the Group by giving it access to many events and sporting venues, and supporting its long-term strategic initiatives.
To enhance the focus on operational and service excellence across portfolio of clients, the Group has continued to invest in the training and up-skilling of its workforce, both permanent and front-line staff. This has enabled the Group to deliver a high level of service to clients and meet the increased demand for its services. This was highlighted through the successfully delivery of over 98,427 shifts in the financial year. It remains a focus to elevate our operational delivery and services to support all clients.
The focus on strong client relationships and service excellence have resulted in the renewal and extension of key contracts with all its high-profile clients and acquisition of new clients. This is a testament to the concerted efforts across the business to engage in a multi-level relationship management approach and to focus on meeting our clients’ needs.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Future developments
The Group is dedicated to cultivating stronger partnership with both new and existing customers to continuously evolve our services in order to ensure consistency and sustain value delivery. Our ambition is to become the market leader and preferred supplier, delivering outstanding event-day experiences for guests and partners across all our operations and event venues.
To realise this vision, we will strategically direct our resources to these five key priorities:
∙Operational Excellence and Client Centricity
We continue to enhance the planning, execution, and review of all events ensuring a seamless experience for clients, partners and all event attendees. The pillars of our operational excellence are reflected in the company’s client commitments of communication, community, collaboration, customer service and commitments;
∙Technology Integration for Enhanced Service Delivery
The technology initiatives are aimed at streamlining operations, driving efficiencies, and elevate event-day experience for our stakeholders including fans, guests, and all attendees. Significant progress has been made with the digitisation of certain workstreams and solutions to deliver value for clients and partners. Major solutions delivered include the asset management and logistics solution, intelligent parking software and the new rota management system;
∙Financial Sustainability and Market Responsiveness
We maintain strong financial discipline to deliver value to our clients, partners, and stakeholders whilst maintaining the agility to respond to market conditions and competition;
∙Employee Value Proposition
We continue to invest in employee development and growth through comprehensive training, career progression opportunities, and initiatives that support retention and engagement, positioning us as an employer of choice; and
∙ESG & Community Engagement
The Company’s Environmental, Social, and Governance (ESG) strategy will guide commitment to corporate responsibility. We will actively monitor community engagement, uphold strong governance practices, and integrate ESG metrics into our decision-making and operational policies.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Principal risks and uncertainties
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Market and competitive risk
The Group is exposed to the risk that customers may seek to obtain their services elsewhere. The Group offers diversified services, and the Directors closely monitors customers’ evolving needs, sector trends, emerging technology and will respond to these by adapting our services and solutions.
Staff retention and recruitment
The Group continues to invest in its employees by developing their skill set and offering opportunities for progression. The Group regularly reviews employee welfare, remuneration and benefits to ensure it maintains its position as a market leader. This ensures the company attracts and retains the right talents to propel future growth.
Macro-economic pressures
The Group is exposed to inflationary pressures in its cost base. To retain margins and attract customers, the Group continues to drive efficiency and service excellence in its operations, and to innovate its services, review pricing and optimize its processes and procedures.
Financial risk management
The Group’s activities expose it to liquidity and cash flow risks. The Directors monitor these through a regular review of cashflow models and forecasts, production of budgets and comprehensive management of costs and assets.
Brand and Reputational risks
The Group assess brand and reputational risks as part of its approval process for new and repeat business opportunities. It assesses the capacity and capabilities of its team in the successful delivery of every operation. The Group also protects its brand value and market positions by continually monitoring client satisfaction and seeking new opportunities that both complement and add value to its high-profile portfolio of clients.
Services
The Group’s core business lies in its expertise at providing car parking, event traffic management, crowd management and security, and HVM deployment services, The services within this niche market are provided to a diverse portfolio of high-profile venues and event organisers. The Group also provide security, stewarding and event cleaning services; however, a cautious approach is always taken on any bid for these services to ensure they comply with and complement the strategy of the business.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Partners
The Group’s long-established relationships with its clients and customers continue to deliver a high level of repeat referral business. A comprehensive list of the group’s partners can be found on its website.
Financial key performance indicators
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The management team and the board of directors have developed a wide range of metrics – both financial and non-financial to monitor the performance of the business. The principal financial KPIs are Sales, Gross Profit margin, EBITDA, Free Cash Flow and client feedback through NPS Scores.
This report was approved by the board and signed on its behalf.
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O Lawal
Director
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the year ended 31 December 2025.
The principal activity of the group is that of the provision of traffic management services.
The profit for the year, after taxation, amounted to £16,904 (2024 -loss £25,384).
No ordinary dividends were paid. The directors do not recommend payment of a further dividend.
Preference dividends were accrued amounting to £380,000 (2024 - £380,000). The directors do not recommend payment of a final dividend.
The directors who served during the year were:
R E Hooker (appointed 18 December 2025)
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C J W Daniels (resigned 18 December 2025)
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Disabled persons
The group is committed to a policy of recruitment and promotion on the basis of aptitude and ability without discrimination of any kind. Management actively pursues both the employment of disabled persons whenever a suitable vacancy arises and the continued employment and retraining of employees who become disabled whilst employed by the company. Particular attention is given to the training, career development and promotion of disabled employees with a view to encouraging them to play an active role in the development of the company.
Employee involvement
The periodically updates and revises all Policies and Procedures to provide employees with direct access to the information they need. In the trading subsidiary these are audited via the IS09001:2015 Quality Procedure System. The subsidiary also recognises the need to keep all employees updated on Company Performance, Strategic Direction and Key Challenges. The subsidiary hosts a twice yearly Communications Meeting to which all permanent staff are invited to present company progress and engage with staff, as well as distributing copies of the meeting to all those staff unable to attend. Front Line teams are communicated to and kept updated via a monthly newsletter sent out through a staff portal. The views of the subsidiary's front-line staff are considered in any strategy and gauged through an annual staff survey.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Medium-sized companies exemption
This medium-size report has been prepared in accordance with the provisions applicable to companies entitled to the companies exemption.
Disclosure of information to auditor
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2025
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group 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 for the Group's financial statements 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 will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORLAND EQUITY PARTNERS ACQUISITION LIMITED
We have audited the financial statements of Norland Equity Partners Acquisition Limited (the 'Company') for the year ended 31 December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Parent Company Balance Sheets, Consolidated and Parent Company Statement of Changes in Equity, Consolidated Statement of Cash Flows and the 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 31 December 2025 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.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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
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In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORLAND EQUITY PARTNERS ACQUISITION LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Annual Report and financial statements. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
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In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
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In the light of the knowledge and understanding of the 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, or returns adequate for our audit have not been received from branches not visited by us; or
∙the financial statements are not in agreement with the accounting records and returns; or
∙certain disclosures of directors’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
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As explained more fully in the directors’ responsibilities statement set out on page 7, 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.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORLAND EQUITY PARTNERS ACQUISITION LIMITED (CONTINUED)
In preparing the financial statements, the directors are responsible for assessing the Company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
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Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the sector;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORLAND EQUITY PARTNERS ACQUISITION LIMITED (CONTINUED)
We assessed the susceptibility of the Company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud;
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations; and
∙understanding the design of the company’s remuneration policies.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims; and
∙reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of noncompliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities is available on the Financial Reporting Council’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NORLAND EQUITY PARTNERS ACQUISITION LIMITED (CONTINUED)
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
Keir Singleton (Senior Statutory Auditor)
for and on behalf of
S&W Audit
Chartered Accountants
Statutory Auditor
22 Wycombe End
Beaconsfield
HP9 1NB
10 July 2026
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2025
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Interest receivable and similar income
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Interest payable and similar expenses
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Profit/(loss) for the financial year
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There was no other comprehensive income for 2025 (2024 - £Nil).
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The notes on pages 23 to 48 form part of these financial statements.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
REGISTERED NUMBER:14839067
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CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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Debtors: amounts falling due after more than one year
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
REGISTERED NUMBER:14839067
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CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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O Lawal
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The notes on pages 23 to 48 form part of these financial statements.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
REGISTERED NUMBER:14839067
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COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Profit and loss account carried forward
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
REGISTERED NUMBER:14839067
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COMPANY BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
As permitted by s408 Companies Act 206, the company has not presented its own profit and loss account and related notes. The company's loss for the year was £679,888 (2024: £893,766).
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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O Lawal
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The notes on pages 23 to 48 form part of these financial statements.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Contributions by and distributions to owners
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Total transactions with owners
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Comprehensive income for the year
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Contributions by and distributions to owners
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The notes on pages 23 to 48 form part of these financial statements.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2025
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Comprehensive income for the year
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Contributions by and distributions to owners
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Comprehensive income for the year
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Contributions by and distributions to owners
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The notes on pages 23 to 48 form part of these financial statements.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash flows from operating activities
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|
Profit for the financial year
|
|
|
|
|
|
|
Amortisation of intangible assets
|
|
|
Depreciation of tangible assets
|
|
|
Loss on disposal of tangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Increase)/decrease in debtors
|
|
|
|
|
|
|
Increase/(decrease) in provisions
|
|
|
|
|
|
|
|
|
|
|
Net cash generated from operating activities
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
Purchase of intangible fixed assets
|
|
|
Purchase of tangible fixed assets
|
|
|
Sale of tangible fixed assets
|
|
|
|
|
|
|
Net cash from investing activities
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
Net (decrease)/increase in cash and cash equivalents
|
|
|
|
|
|
|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2025
Cash and cash equivalents at beginning of year
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|
|
Cash and cash equivalents at the end of year
|
|
|
|
|
|
|
Cash and cash equivalents at the end of year comprise:
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|
|
The notes on pages 23 to 48 form part of these financial statements.
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|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2025
The notes on pages 23 to 48 form part of these financial statements.
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Norland Equity Partners Acquisition Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 1, Abloy House, Hatters Lane, Croxley Park, Watford, England, WD18 8AJ.
The group consists of Norland Equity Partners Acquisition Limited and all of its subsidiaries.
2.Accounting policies
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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.
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 judgement in applying the Group's accounting policies (see note 3).
Parent Company disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS 102:
∙No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Group as a whole.
∙No Statement of Cash Flows has been presented for the parent Company;
The following principal accounting policies have been applied:
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
The consolidated group financial statements consist of the financial statements of the parent company Norland Equity Partners Acquisition Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 31 December 2025. 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.
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.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover 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 turnover is recognised:
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.
Rendering of services
Revenue arises from the provision of car park and traffic management services.
Revenue is recognised when the event has taken place or the cash has been collected.
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Operating leases: the Group as lessee
|
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
Current and deferred taxation
|
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Goodwill
Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
Amortisation is provided on the following bases:
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.
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
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:
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.
In the parent company financial statements, investments in subsidiaries 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.
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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.
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.
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
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.
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.
The company has elected to apply the provisions of Section 11 ”Basic financial Instruments” to all of its financial instruments.
Financial instruments are recognised in the company’s balance sheet when the company becomes party to the contractual provisions of the instrument.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances are measured at transaction price less any provision for impairment. Loans receivable are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method, less any provision for impairment.
Basic financial liabilities
Short term creditors are measured at transaction price. Other financial liabilities, including bank loans and other loans, are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
Financial instruments (continued)
|
Other financial assets
Other financial assets, including investments in equity instruments which are not subsidiaries 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.
Basic financial liabilities
Short term creditors are measured at transaction price. Other financial liabilities, including bank loans and other loans, are measured initially at fair value, net of transaction costs and are subsequently carried at amortised costs using the effective interest method.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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|
Financial instruments (continued)
|
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.
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
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.
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Judgements in applying accounting policies 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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Trade debtors
Trade debtors consist of amounts due from customers. An allowance for doubtful debts is maintained for estimated losses resulting from the viability of the Company's customers to make required payment. The allowance is based on the Company's regular assessment of the credit worthiness and financial conditions of customers. At the year end, a bad debt provision of £72,610 (2024 - £34,504) was included within trade debtors.
Dilapidations provision
The provision relates to a dilapidation charge made to recognise the estimated cost of returning the leased property to its original condition in future years. The dilapidations provision is reassessed annually.
Carrying value of investments in subsidiary undertakings and amounts owed by group undertakings
The carrying value of investments in subsidiaries and amounts owed by group undertakings are initially recorded at costs and subsequently measured at cost less provision for impairment. The directors have reviewed all forecast and budgetary information available to them and have deemed there to be no objective evidence that the parent company will not recover the amount stated in the financial statements.
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|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
An analysis of turnover by class of business is as follows:
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Carpark and traffic management
|
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|
Analysis of turnover by country of destination:
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|
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|
The operating profit is stated after charging:
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|
Fees payable to the group's auditor for the audit
|
|
|
|
|
Depreciation of owned tangible fixed assets
|
|
|
|
|
Profit on disposal of tangible fixed assets
|
|
|
|
|
Amortisation of intangible assets
|
|
|
|
|
|
|
|
|
|
|
|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
Staff costs, including directors' remuneration, were as follows:
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Cost of defined contribution scheme
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|
|
|
|
|
|
|
|
|
|
|
|
|
The average monthly number of employees, including the directors, during the year was as follows:
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Management and administration
|
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The Company has no employees other than the directors. The directors did not receive any remuneration (2024 -£NIL) from the company.
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Group contributions to defined contribution pension schemes
|
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|
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|
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|
During the year retirement benefits were accruing to 2 directors (2024 - 2) in respect of defined contribution pension schemes.
|
|
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|
|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Other interest receivable
|
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|
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|
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Interest payable and similar expenses
|
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|
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Unwinding of discount on provisions
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
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|
|
|
|
Current tax on profits for the year
|
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|
|
Adjustments in respect of previous periods
|
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|
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|
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Origination and reversal of timing differences
|
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|
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|
|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
10.Taxation (continued)
|
|
Factors affecting tax charge for the year
|
|
|
The tax assessed for the year is the same as (2024 -higher than) the standard rate of corporation tax in the UK of 25% (2024 -25%). The differences are explained below:
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|
|
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|
|
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|
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Profit on ordinary activities before tax
|
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|
|
Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 -25%)
|
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|
Tax effect of non-deductible expenses
|
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|
|
|
Permanent capital allowances in excess of depreciation
|
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|
|
Amortisation on assets not qualifying for tax allowances
|
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|
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|
|
Enhanced super allowances
|
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|
|
|
Deferred tax adjustment in relation to previous year
|
|
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|
Corporation tax adjustment in relation to previous year
|
|
|
|
|
Total tax charge for the year
|
|
|
|
|
|
|
|
Recognised as distributions to equity holders:
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
The company has no intangible fixed assets at 31 December 2025 (2024: £Nil).
|
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
The company had no tangible fixed assets at 31 December 2025.
|
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Investments in subsidiary companies
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Investments in subsidiary companies
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
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|
The following were subsidiary undertakings of the Company:
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City & Suburban (Car Parks) Limited**
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City & Suburban Parking Limited**
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The Combined Service Provider Limited*
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*Held directly
**Dormant company held indirectly
The registered office of the above companies is Unit 1, Abloy House, Hatters Lane, Croxley Park, Watford, Hertfordshire, England, WD18 8AJ.
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Raw materials and consumables
|
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Due after more than one year
|
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|
Prepayments and accrued income
|
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Cash and cash equivalents
|
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|
NORLAND EQUITY PARTNERS ACQUISITION LIMITED
|
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
|
|
Creditors: Amounts falling due within one year
|
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Amounts owed to group undertakings
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Other taxation and social security
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Creditors: Amounts falling due after more than one year
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There are no amounts reapayable more than 5 years from the balance sheet date. All are repayable by 31 August 2028.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Amounts falling due within one year
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Amounts falling due after one year
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The long-term loans are secured by fixed and float charges over all of its present and futures business, undertakings and assets wherever situated. The company may not create or permit to subsist any other security over any secured assets.
The bank loan is made up of two elements.
∙Loan of £3,000,000 which is being repaid over 5 year and incurs interest at the rate of 5.75% above SONIA. As at the year end £1,600,000 (2024 - £2,200,000) was outstanding
∙Loan of £2,600,000 which is repayable in full on the termination date which is 31 August 2028.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Charged to profit or loss
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The company did not have deferred tax in the year.
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Accelerated capital allowances
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Retirement benefit obligations
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Dilapidation provisions represent the expected costs of rectification work on the companies leased properties. As this is a point in time estimate, based upon existing conditions and forecast future costs of repair, the quantum and/or timing of any cash payments are inherently uncertain
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Allotted, called up and fully paid
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14,585 (2024 -14,585) Ordinary shares of £0.01 each
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10,414 (2024 -10,414) Ordinary class B shares of £0.01 each
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3,800,000 (2024 -3,800,000) Preference shares shares of £1.00 each
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The Ordinary and Ordinary B shares carry the same voting rights, are entitled to receive dividends subject to the payment of all preference share dividends and are not redeemable.
Preference share capital issued and fully paid at the year ended 31 December 2025 was £3,800,000 (2024 - £3,800,000) with a nominal value of £1.00 per share (2024 - £1.00) held in the parent and group. Total equity share capital at the year end was £3,800,250 (2024 - £3,800,250).
The preference share have no voting rights, are entitled to a cumulative fixed preferential dividend of 10% of the issue price and are redeemable. Any unpaid dividends are accrued and included in other creditors.
All classes of shares carry the right to participate in a distribution of assets on liquidation or a return of capital.
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
Profit and loss account
This reserve relates to the cumulative retained earnings less amounts distributed to shareholders.
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Retirement benefit schemes
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Defined contribution schemes
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Charge to profit or loss in respect of defined contribution schemes
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The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held seperatley from those of the company in an independently administered fund.
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Commitments under operating leases
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At 31 December 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
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Later than 1 year and not later than 5 years
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NORLAND EQUITY PARTNERS ACQUISITION LIMITED
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2025
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Related party transactions
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The Group has taken advantage of the exemption permitted by Section 33 'Related Party Disclosures', not to provide disclosures of transactions entered into with other wholly-owned members of the group.
During the year, management fees of £230,000 (2024 - £131,500) were paid by the group to Norland Equity Partners Limited, a company owned by one of the directors. At the balance sheet date there were no amounts outstanding.
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