Registered number: OC435556
FOR THE YEAR ENDED 31 MARCH 2026
INFORMATION
INFORMATION
Members (continued)
CONTENTS
MEMBERS' REPORT
FOR THE YEAR ENDED 31 MARCH 2026
The members present their annual report together with the audited financial statements of NSS V Feeder LLP (the "LLP") for the year ended 31 March 2026.
Principal activities
The principal activity of the LLP during the year was acting as an investment vehicle.
Designated Members
The designated members, who served the LLP during the financial year and to the date of this report, except as noted, were as follows:
H Llewelyn
H Savory
N Sarkhel (resigned 31 August 2025)
H Llewelyn
H Savory
N Sarkhel (resigned 31 August 2025)
Policy regarding members' drawings and the subscription and repayment of amounts subscribed or otherwise contributed by members
Each member's subscription to the capital of the LLP is determined by their share of the profit.
Details of changes in members' capital in the year ended 31 March 2026 are set out in the Reconciliation of Members' Interests.
Members are remunerated from the profits of the LLP and are required to make their own provision for pensions and other benefits. Profits are allocated and divided between members after finalisation of the financial statements. Members draw a proportion of their profit shares monthly during the year in which it is made, with the balance of profits being distributed after the year, subject to the cash requirements of the business.
Small limited liability partnership provisions statement
This report has been prepared in accordance with the small companies regime under the Companies Act 2006, as applied to limited liability partnerships.
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MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2026
Disclosure of information to auditor
Each of the persons who are members at the time when this Members' Report is approved has confirmed that:
∙so far as that member is aware, there is no relevant audit information of which the LLP's auditor is unaware, and
∙that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the LLP's auditor is aware of that information.
Auditor
The auditor, S&W Audit (a trading name of S&W Partners Audit Limited), has indicated its willingness to continue in office. The designated members will propose a motion re-appointing the auditor at a meeting of the members.
This report was approved by the members and signed on their behalf by:
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MEMBERS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 MARCH 2026
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law, as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008, requires the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with 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, as applied to LLPs, the members must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the LLP and of the profit or loss of the LLP for that period.
In preparing these financial statements, the members are required to:
∙select suitable accounting policies for the LLP's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the entity will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and to enable them to ensure that the financial statements comply with the Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008. They are also responsible for safeguarding the assets of the LLP and 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 NSS V FEEDER LLP
Opinion
We have audited the financial statements of NSS V Feeder LLP (the 'Limited Liability Partnership') for the year ended 31 March 2026 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Reconciliation of Members' Interests 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) incorporating the requirements of Section 1A.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Limited Liability Partnership 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 members’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Limited Liability Partnership’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the members with respect to going concern are described in the relevant sections of this report.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS V FEEDER LLP (CONTINUED)
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 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 members’ remuneration specified by law are not made; or
∙we have not received all the information and explanations we require for our audit; or
∙the members were not entitled to prepare the financial statements in accordance with the small limited liability partnerships regime.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS V FEEDER LLP (CONTINUED)
Responsibilities of members
As explained more fully in the Members’ Responsibilities Statement set out on page 3, the members are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the members determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the members are responsible for assessing the Limited Liability Partnership’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the members either intend to liquidate the Limited Liability Partnership 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:
We obtained a general understanding of the limited liability partnership's legal and regulatory framework through enquiry of management in respect of their understanding of the relevant laws and regulations.
We understand that the limited liability partnership complies with requirements of the framework through:
∙Maintaining clear policies; and
∙The members' close involvement in the day-to-day running of the business, meaning that any litigation or claims would come to their attention directly and are considered at Board meetings.
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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS V FEEDER LLP (CONTINUED)
In the context of the audit, we considered those laws and regulations which determine the form and content of the financial statements, and which are central to the limited liability partnership's ability to conduct its business and where failure to comply could result in material penalties. We have identified the following laws and regulations as being of significance in the context of the limited liability partnership.
∙Companies Act 2006 and FRS 102 in respect of the preparation and presentation of the financial statements; and
We performed the following specific procedures to gain evidence about compliance with the significant laws and regulations identified above:
∙We made enquiries of management, including relating to legal correspondence, and reviewed Board meeting minutes; and
∙We obtained written management representations regarding disclosure of any non-compliance with laws and regulations.
The senior statutory auditor led a discussion with all members of the engagement team regarding susceptibility of the entity's financial statements to material misstatement, including how fraud might occur. The key areas identified in this discussion were with regard to manipulation of the financial statements through manual journal entries and inappropriate impairment assessment of investments.
Audit procedures performed by the engagement team on the above areas included:
∙Testing a sample of manual journal entries, selected based on specific risk criteria which were identified taking into account the Parent Limited Partnership and the Group's business processes;
∙Auditing the assumptions which underpin the impairment assessment of investments.
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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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF NSS V FEEDER LLP (CONTINUED)
Use of our report
This report is made solely to the Limited Liability Partnership'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 Limited Liability Partnership’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 Limited Liability Partnership and the Limited Liability Partnership’s members as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
45 Gresham Street
EC2V 7BG
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STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2026
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STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2026
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STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 31 MARCH 2026
The financial statements were approved and authorised for issue by the members and were signed on their behalf by:
The notes on pages 13 to 18 form part of these financial statements.
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RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
NSS V Feeder LLP is a limited liability partnership registered in England & Wales (registered number: OC435556). The registered office and principal place of business is C/O Newcore Capital Management LLP, First Floor, Eagle House, 50 Marshall Street, London, W1F 9BQ.
The LLP's functional and presentational currency is GBP.
The LLP's functional and presentational currency is GBP.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships".
The following principal accounting policies have been applied:
The LLP has net current liabilities of £304,929 as at 31 March 2026, but net assets of £13,591,924 due to the investment in the Limited Partnership.
The LLP has adequate financial resources and, as a consequence, the designated members believe that the LLP is well placed to manage its business risks successfully. After making enquiries, the designated members have a reasonable expectation that the LLP has adequate resources to continue its operational existence and meet its liabilities as they fall due for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
The LLP has adequate financial resources and, as a consequence, the designated members believe that the LLP is well placed to manage its business risks successfully. After making enquiries, the designated members have a reasonable expectation that the LLP has adequate resources to continue its operational existence and meet its liabilities as they fall due for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
A division of profits is the mechanism by which the profits of an LLP become a debt due to members. A division may be automatic or discretionary, may relate to some or all of the profits for a financial period and may take place during or after the end of a financial period.
An automatic division of profits is one where the LLP does not have an unconditional right to avoid making a division of an amount of profits based on the members' agreement in force at the time, whereas a discretionary division of profits requires a decision to be made by the LLP, which it has the unconditional right to avoid making.
The LLP divides profits discretionarily. Discretionary divisions of profits are recognised as amounts due to members, although may be used to offset amounts which have been drawn by members, which are recognised as loan assets repayable.
In the event of the LLP making losses, the loss is recognised as a credit amount of 'Members' remuneration charged as an expense' where it is automatically divided or as a debit within equity under 'Other reserves' if not divided automatically.
The LLP's investment in Newcore Strategic Situations V LP ('NSS V LP') is accounted for using the equity method. Under the equity method, the investment is initially measured at cost. The carrying amount of the investment is adjusted to recognise changes in the LLP's share of net assets of NSS V LP since the acquisition date. The statement of profit or loss reflects the LLP's share of the results of operations of NSS V LP. After application of the equity method, the LLP determines whether it is necessary to recognise an impairment loss on its investment in NSS V LP. At each reporting date, the LLP determines whether there is objective evidence that the investment in NSS V LP is impaired. If there is such evidence, the LLP calculates the amount of impairment as the difference between the recoverable amount of NSS V LP and its carrying value, and then recognises the loss within 'Share of profit/(loss)' in the LLP's Statement of Comprehensive Income.
Distributions and other adjustments to carrying amount
Distributions received from NSS V LP reduce the carrying amount of the investment. Adjustments to the carrying amount may also be required as a consequence of changes in NSS V LP's equity arising from items of other comprehensive income.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Assets, other than those measured at fair value, are assessed for indicators of impairment at each statement of financial position date. If there is objective evidence of impairment, an impairment loss is recognised in the Statement of Comprehensive Income as described below.
Financial assets and financial liabilities are recognised when the LLP becomes party to the contractual provisions of the instrument.
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 LLP after deducting all of its liabilities.
The LLP's policies for its major classes of financial assets and financial liabilities are set out below.
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 LLP after deducting all of its liabilities.
The LLP's policies for its major classes of financial assets and financial liabilities are set out below.
Basic financial assets
Basic financial assets, including trade and other debtors, cash and bank balances and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
2.Accounting policies (continued)
Basic financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of Comprehensive Income.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the LLP would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss Is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the LLP would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss Is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
During the year £2,048,123 was transferred from members' capital interests to debts due to members.
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
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NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2026
Loans and other debts due to members may be further analysed as follows:
Loans and other debts due to members rank equally with debts due to ordinary creditors in the event of a winding up.
The ultimate controlling party of the LLP is Mr H Llewelyn .
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