REPORT &
ACCOUNTS
FULL YEAR ENDED
30th JUNE 2021
northamber
stortech
panasonic
CONTENTS
Summary Information
Strategic Report:
- Chairman’s Statement
- Strategy and performance
Report of the Directors
Report to Shareholders by the Board on Directors’ Remuneration
Corporate Governance
Statement of Directors’ Responsibilities
Directors and Advisers
Report of the Independent Auditor
Statement of Comprehensive Income
Statements of Changes in Equity
Statements of Financial Position
Statements of Cash Flows
Notes to the Financial Statements
Notice of Meeting
4
5-6
7-14
15-18
19-20
21-28
29
30
31-37
38
39-40
41-42
43-44
45-70
71-72
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REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER SUMMARY INFORMATION
NORTHAMBER PLC
CHAIRMAN’S STATEMENT
Northamber plc and its subsidiaries are primarily distributors of computers, peripheral equipment and
related services to resellers who then sell on to the general public and corporations – the end users.
Results
The company’s shares are listed on AIM, a market operated and regulated by the London Stock Exchange
under stock symbol “NAR”.
Summary of last five years’ trading
Revenue
Profit/(Loss) before tax
Earnings/(Loss) per share
Net Assets per share
Dividends paid per share (net)
2021
£’000
60,009
385
1.24p
92.1p
0.6 p
Years ending 30 June
2019
£’000
2018
£’000
2020
£’000
52,835
9,925
31.16p
91.5p
0.6 p
50,329
(598)
(2.17)p
60.8p
0.2p
58,136
(489)
(1.74)p
62.2p
0.2p
2017
£’000
57,288
(999)
(3.55)p
64.1p
0.2p
Building on a profitable first half of the year, we are very pleased to be able to report an operating profit
and strong growth for the full financial year to 30 June 2021. This was driven by significant growth in
revenues and gross margins despite challenging market conditions.
As mentioned in prior statements regarding our early decision to stay true to our values and prioritise our
team and partners by avoiding any furlough or COVID related cuts, we also maintained our focus on mid-
long term over short term and invested further in growing our teams, all of which has proven fruitful.
Revenues increased 13.57% for the year from £52.83 million to £60.01 million for the comparative period
last year. £3.32 million of this growth was due to the inclusion of Audio Visual Material Limited “AVM” for
a full year rather than 5 months in the comparative period with the remaining £3.86 million from organic
growth. More significantly, this revenue growth was combined with a significant increase in Gross
Margin, the cumulative effect of which was to increase Gross Profit by £2.33 million, from £5.48 million
to £7.81 million, an increase of 42.52%. The improvement in Gross Margin resulted from our evolving
product mix towards higher margin, more technical products through Northamber and AVM.
Previously discussed lockdown challenges continued to impact performance in some of our strategic
higher margin business units and our subsidiary AVM. Site restrictions eased through the year however,
and we saw improved trading in these areas. As such we are hopeful performance will continue to
improve here in the current financial trading year.
Whilst we were very pleased with the double digit revenue and gross profit growth, we maintained our
focus on investing for the future. This investment is focused on developing the business for the mid-long
term whilst driving efficiency and cost management.
Our strategy of focusing on adding value to our partners by building an industry leading, knowledgeable
team translated into an increased headcount for the period from 88 to 102; this combined with the
impact of AVM being included for 12 months rather than for 5 months in the prior year, served to increase
our distribution costs by 27.6% from £3.6 million to £4.6 million. Administrative costs increased by 8.8% as
we continued to proactively manage non-essential costs from £2.61 million to £2.84million.
The above resulted in an operating profit of £0.38 million, an increase of £1.12 million from the adjusted
operating profit for the prior year.
Financial position
Our balance sheet remains strong with £6.2 million of unencumbered freehold properties at depreciated
cost together with cash balances of £7.45 million (2020: £10.97 million).
Stock levels are higher than last year at £8.5 million against £5.9 million, as we continued to seek to
profitably support our partners by maintaining sufficient stock during the uncertainty of logistics due to
Covid-19 and BREXIT as supply chains were under pressure. We see our flexibility on local stock levels as a
key driver of our strong future with our partners.
Net Assets at 92.1p per share (2020: 91.5p per share) are considerably in excess of the average price of the
Company’s ordinary shares throughout the period.
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
CHAIRMAN’S STATEMENT (continued)
NORTHAMBER PLC
STRATEGY AND PERFORMANCE
Board appointments
In April 2021, Antony Lee joined the Board as Finance director and Riccardo Reggio also joined as a non-
executive director.
Dividend
The directors present their strategic report on the group for the year ended 30 June 2021.
This report provides an overview of the group’s strategy, its business model and a review of how the
group has performed for the year. It also sets out the principal risks involved in its business and the
financial position of the group at the year end. There are also some comments and observations on the
future prospects for the Group.
The Board is pleased to recommend (subject to shareholder approval at the company annual general
meeting on 21 December 2021) a proposed final dividend of 0.4p (2020:0.3p).
1. The Group’s Strategy
This reflects the Board’s confidence in the group’s financial position and the strength of the group’s debt
free tangible asset strong balance sheet.
The final dividend will be paid on 19 January 2022 to the shareholders on the register on 17 December
2021.
Staff
We remain extremely grateful and proud of our team who have been a recognized differentiator in our
business for decades. We have been working hard to keep our proactive, passionate and customer centric
culture as we scale the team and have been pleased to see how well new team members have integrated
into the business. We remain incredibly grateful to our team and will continue to invest in our staff to
support our evolving business model as we continue to focus on value add. The quality of our team is
evident in delivering these growth figures despite significant changes in working environment, significant
recruitment to the team and unpredictable market forces.
Outlook
The addition of new Supplier partners during the year supports our mid-long term optimism.
We will continue to utilise the strength of our balance sheet to do what is best for the business
strategically whether that is tactical actions such as increasing our stock levels to pre-empt shortages or
continuing to review organic and non-organic opportunities for growth which meet our strict criteria and
add value for our shareholders.
Whilst there are a number of factors such as Brexit, the continued impact of shipping and product
constraints, together with the future uncertainty of Covid and any further lockdowns, we remain
cautiously optimistic that the investments we have made in our team and in supporting our partners will
allow us to continue our growth over the coming years.
We necessarily remain cautious due to the factors outside our control but feel strongly that our continued
focus on strategic higher margin value categories provides a solid road map for the future with profitable
growth opportunities and the ability to unlock long term value for shareholders.
As explained below in the notes on the business model, the group is not directly involved with the
ultimate users of the products it sells. It acts as a hub through which manufacturers provide products
to resellers for sale to the ultimate end user.
This being the case requires us to develop strategies with both suppliers and resellers to satisfy the
needs of those ultimate users of the products.
Our strategy has always been to assess the requirements of the end users and then source quality
products and services from manufacturers and make them available to resellers at the best prices
in the most efficient time frame. With an ever changing product range it has also been part of our
strategy to support fresh new products which will be attractive to end users.
In addition to the supply of hardware and software products we also ensure that our customers are
provided with the technical support either directly or through the suppliers which they may require
to effectively use the high tech products we sell, thus ensuring quality of supply and satisfaction to
users.
2. The Business Model
The Group has, since its inception, been involved in the distribution of electronics and computer
related products. Initially this was predominantly printers but this has been extended over the years
to include not only computers themselves but also a wide range of peripheral and ancillary related
products including audio visual.
The Group has a two pronged approach in driving the business, being both demand driven and
supply driven. The demand drivers are the requirements of our customers where we strive to
provide a wide range of products and get them to the customer in the quickest possible time and at
acceptable prices. The supply drivers are the requirements of our suppliers – the vendors. Vendors
in the main are one of two types, there is the major brand type of supplier who is looking for us to
increase its turnover, to physically get products to the customer. The second type of supplier differs
only in that they tend to be the smaller producers, who often develop new or innovative products
and are looking for a method of reaching an established wide ranging customer base which is
beyond their own resources.
Our business model is to satisfy all those wants by providing a marketing and selling operation to
optimise the penetration of the products to the customers and a distribution facility which includes
warehousing and bulk breaking using sophisticated systems and procedures to achieve a first class
delivery service.
C.M.Thompson
Chairman
18 November 2021
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
3. Key Performance Indicators
The group has an extensive management reporting system and uses a wide variety of information
in its everyday management of the business, including both those of a financial and non-financial
nature. This information is tailored to the various aspects of the business with individual managers
being responsible for variances in movements within their particular sphere of operations to the
executive management of the company.
The principal KPIs which are used and which have been reported elsewhere in our Annual Report are
the following:-
KPI
Revenue
Gross Profit Percentage Margin
Net Assets per share
Working Capital Ratio *1
Format
£m
%
Pence
Times
2020-21
60.01
13.01
92.1
2.47
2019-20
52.84
10.37
91.5
2.49
*1 Working Capital Ratio is calculated by adding Inventory and Net Trade Receivables, divided by Trade Payables
4. Performance Review
For some time the group has been following a strategy of change away from the basic hardware
type products which are in the main physically larger type products with relatively low margin and
subject to great price pressure, towards more application intensive type products where there is
greater scope for adding value and gaining margin.
However such changes need very careful planning and implementation to minimise the inevitable
consequences which usually includes not only significant costs upfront before the benefits of the
changes are manifest but also some tail off of some parts of the existing business.
There was a continuation of the move towards consolidation in some parts of the industry,
particularly towards the ultimate consumer end of the industry.
5. Financial Review and Position
Revenue increased by £7.17 million compared with last year with the inclusion of AVM for a full 12
months compared with 5 months in the prior year accounting for £3.32 million of the increase.
Our cash balance at the end of the financial year was £7.45 million reduced from £10.97 million.
The prior year balance was impacted by exceptional income and costs relating to the sale of the
warehouse premises for £16.4 million less the purchase of a new warehouse and the office building
for a total value of £4.9 million, and the acquisition of AVM Ltd for £2.1million before costs.
Some 28.2% of the Net Assets comprise the carrying value of freehold properties, 29.7% cash and
the balance working capital. The Net Assets were 92.1p per share (2020: 91.5p per share) which
represented more than the highest share price of 77.0p. in the year.
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
6. Principal Risks and Uncertainties
Financial Risks
The group uses various financial instruments, including cash, equity, trade receivables and trade
payables in the course of its operations.
The use of these instruments gives rise to risks associated with exchange rate risk, liquidity risk,
interest rate risk and credit risk. The directors review and agree policies to deal with each of these
risks as summarised below.
Exchange Rate Risk
The group purchases some of its products in foreign currency. Foreign currency purchases are
subject to close management supervision. The directors are informed regularly of the potential
impact of exchange rate movements on the business and act to mitigate any adverse movement
wherever possible. It is the group’s policy not to speculate in derivative financial instruments in either
sterling or foreign currencies, nor to hedge translation or currency exposures.
Liquidity Risk
The group seeks to manage financial risk of liquidity by ensuring it has sufficient cash resources
available to meet foreseeable needs at all times through cash flow forecasting.
Interest Rate Risk
The group’s exposure to interest rate risk is principally with its cash asset.
It is the policy of the Group not to have long term loans or other financial instruments except in
particular circumstances and when specifically approved by the board. There have been no changes
in the role of financial instruments during the year.
Credit Risk
Credit risk is deemed a risk due to default in payment. The group’s principal financial assets are cash
and trade receivables. The credit risk associated with cash is reduced through ensuring the funds
are held with major financial institutions and where possible deposits being split across a number
of banks. The credit risk arising from the group and company’s trade receivables is reduced through
prescribing credit limits for customers based on a combination of payment history, third party credit
references and credit insurance levels. Credit limits are reviewed on a regular basis in conjunction
with debt ageing, collection history and credit insurance levels. Given the current economic climate
the Group feel it prudent to maintain Credit Insurance.
Inventory Risk
The Group operates in the technology industry and has an inventory risk in that older inventory can
decrease in value. The Group mitigates this risk by having strong contracts with suppliers which
allow the return and rotation of stock, and by internal control procedures where the ageing of
inventory is regularly reviewed and actioned.
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STRATEGY AND PERFORMANCE (continued)
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
Reputational Risk
Brexit
The Group’s reputation is reliant on timely delivery of goods and services according to customer
requirements and associated goodwill generated with customers. The principal risk involved is that
the warehouse could be destroyed or made inoperable although the cost of such eventuality is of
course covered by insurance, including loss of profits cover, but the operation is such that alternative
accommodation could quickly be brought into action, or alternatively a warehousing function could
be subcontracted at very short notice. Although such an event would have costs attached and would
cause some disruption in the business, it would be far from catastrophic.
The existence of the group’s facilities such as the warehouse, the sales staff, the control systems and
not least the financial soundness of the company means that we can offer a distribution facility which
is quick and efficient, an attraction to both vendors and customers.
Market Risk
The group is subject to both general market conditions and particularly to those affecting its
own particular industry. The group is a distributor of other businesses’ products and is therefore
dependent on the suppliers of such products to continue to provide products which are required by
the customers of the company, at prices which are acceptable to those customers. This is managed
within the group by being alert to all the movements in the market place relating to both products
and suppliers and to negotiating with existing and prospective suppliers for the supply of goods on
the best possible terms to enable the company to trade effectively.
Where products are bought in foreign currency, the group manages the risk inherent in such
currencies by continuously updating its rates of conversion in calculating its costs to ensure prices
remain competitive and in order to minimise the currency conversion risk.
The Group recognises the importance of providing additional services to its customers in relation to
next day deliveries, credit limits, handling queries efficiently and maintaining a strong relationship
with the customer and in this way aims to resist the competitive pressures in the sector.
Other Principal Risks and Uncertainties
Other than the risks stated above, in the opinion of the directors, the principal operating risks are as
stated in the section on Internal Control on page 28. The risks and uncertainties associated with the
business model are set out below.
The model depends in part on working closely with the brand names in the industry as it is
often the products from these vendors which form the core of the business, and in part on the
development of new vendors particularly for the innovative products which are integral to the
IT industry. Co-operation with vendors is therefore key and this risk of attrition is addressed by a
combination of mutual co-operation with vendors on the range of products being offered, the
pricing of those products and the marketing of those products. The company’s continual search for
new and improved products, particularly in peripherals, from new vendors also improves the range
of products we can offer and thereby attract more customers to ourselves which enhances our
attraction to the vendors and reduces the risk of loss of vendors.
All systems within the group, including the control systems, are backed up securely on a regular
basis, thus limiting the risk of data loss to a short period. The financial soundness of the Group is a
matter which is constantly in the minds of the senior staff and directors of the Group. Systems are in
place to ensure that any deviation from the norm is immediately brought to the attention of staff and
directors. These systems have a proven history as shown in the strength of the Statement of Financial
Position. The Group has sufficient working capital to enable it to meet its requirements.
The Group assessed the risks around Brexit and identified the main ones as foreign exchange rates
and disruption of supply chain. As our customers are mainly based in the UK we did not experience
any major issues and likewise no major issues were experienced with our workforce. As detailed
above we constantly review our foreign exchange rate exposure and will continue to do this. We
work closely with our suppliers to minimise any potential disruptions to supply of the products.
The Group has managed its stock holdings to minimise disruption from any supply chain delays and
as a result the Group has experienced little major disruption due to Brexit.
Covid-19
The implications resulting from the Covid-19 pandemic had a potential impact across all
stakeholders. Our continued approach has been focussed on the health, safety and well-being of
our people and following HM Government’s advice on working practices. All our employees have
been able to work remotely and securely during the various lockdown periods. The ability to operate
remotely has been enhanced by investments made to improve remote working capabilities of the
group.
Impact has continued to be felt within some of our focus suppliers within the Pro Audio Visual,
Infrastructure and large Document Management sectors where many sales continued to be delayed
due to restricted site access for installation, however following the relaxation of restrictions these
issues are receding.
The impact of the various lockdown periods has been as follows:
• Our distribution centre was fully functional throughout the period
• Our sales and administration teams were able to operate remotely with minimal disruption
• The group’s cash generation remained robust throughout and after the lockdown period and
the group has maintained low levels of debt and a strong financial position. As a result of this we
have not made any claims under the Government’s coronavirus support schemes.
7. Future Prospects
Your board’s long term approach to investment decisions is well documented and often referenced
in these statements. This approach was continued in the last year as we invested significantly in our
new focus categories to help drive the business forward. This coupled with other investments in new
vendors, customer acquisition and our renewed strategy leave us excited about the revenue and
margin opportunities for the coming year.
We see significant potential in both our existing vendors and categories and the new categories we
are developing and exploring. We will continue our customer-centric focus and ensuring that our
offering and service levels allow our customers to profitably grow their business and consequently
grow ours.
8. Events after the reporting period
There were no significant events after the reporting period.
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
Section 172 statement
Suppliers
The following disclosure forms the directors’ statement required under section 414CZA of the Companies
Act 2006 on how the directors have had regard to the matters set out in section 172 (1) (a) to (f) in
performing their duties. The board recognises that engagement with its stakeholders is fundamental to
the long-term success of the company and considers the views and interests of all key stakeholders in its
decision making.
People
As reported on Page 6 our people are key stakeholders in the business as the recruitment, training and
retention of experienced staff is key to the high quality service delivery to our customers.
Employee engagement and interaction is encouraged through a variety of means including:
•
•
•
corporate intranets;
team meetings; and
staff one-to-one appraisals throughout the year.
As a result of the periods of remote working during the Covid-19 outbreak we have ensured that our
employees have appropriate equipment to enable them to operate efficiently and to enable continued
communication and interaction across the business and between colleagues.
The group’s financial performance is communicated regularly by the chairman.
We invest in the development of future talent within the Group providing financial support for employees
who are undertaking professional training to gain the qualifications required to progress with their
careers. In addition we strongly support training and accreditation schemes from our suppliers to further
the professional development of our employees.
Shareholders
The chairman and company secretary have primary responsibility for investor relations (IR).
The company makes announcements using the regulatory news service (RNS) throughout the financial
year so that all investors are aware of current developments and financial performance of the group.
The annual general meeting of the company, which is generally attended by all directors, provides an
opportunity for all shareholders to ask questions and to meet the directors. The board is always open to
meet separately with shareholders on request.
Customers
Our customers are key stakeholders as their retention and acquisition are fundamental to the ongoing
success of our business.
The group has a diverse customer base across all our sectors servicing clients of all sizes. Our customer
facing teams are in continuous contact with their base and have responsibility for both understanding
their expectations and managing the delivery of our products and solutions.
Our suppliers are key stakeholders to the business as the Group is reliant on the constant flow of quality
products and solutions to service our customer base and maintain and gain market share.
The Group has periodic reviews with all existing suppliers to ensure that business objectives are met and
to ensure that quality of products and services is maintained at all times.
The Group employs product specialists who constantly review the market for new suppliers who can
maintain the high quality of products and services offered by the Group, and can complement existing
products and services offered.
The impact of the company’s operations on the community and the environment
The Company is committed to ensuring that it is an asset to the local community and seeks to ensure that
it meets the highest level of health and safety standards, and minimises its impact on the environment.
The Company seeks to engage with the community, where appropriate, to achieve this.
We strive to ensure that responsible and transparent relations with the communities where we operate
form an integral part of our activities and operations, generating value for society and contributing to the
economic, social and environmental development of those areas. One of the formulae to achieve this is
to open up as many opportunities for local content as possible for the communities within the areas of
influence of our operations.
We ensure local communities are involved in our operations through these strategies, which aim to
encourage and give priority to hiring workers and purchasing products and services from the local area.
Our goal in terms of climate change is to do all we reasonably can to reduce the impact of our activities
on the climate. This involves constantly working with our suppliers to meet the growing demand for
more sustainable, greener products.
We are investing in electric car schemes and reviewing green energy solutions such as solar panels to
power our warehouse.
The decisions made by the board in light of Covid-19, which impacted on our key stakeholders
included:
•
•
supplier payments made in line with normal contractual terms in order to support suppliers in this
difficult time and maintain good relationships despite any impact on the company’s financial position
which remained strong throughout;
interim dividend paid and final dividend recommended in line with our progressive dividend policy,
having considered the group’s liquidity and the balanced treatment of all other stakeholders in
response to the Covid-19 crisis;
• executive remuneration was considered (as detailed in the remuneration report on page 20) in the
context of group financial performance in the year, financial outlook for the new financial year and
the balanced treatment of other stakeholders in response to Covid-19, although it was decided no
reductions were necessary given the company’s strong financial position.
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
Acquisitions
There were no acquisitions made during the reporting period.
Governance
The board believes that it is has the right mix of skills and experience in order to deliver its strategy for
the benefit of all stakeholders.
On behalf of the Board
J.P. Henry
Operations Director
18 November 2021
14
REPORT OF THE DIRECTORS
The directors have pleasure in presenting their report and the accounts for the year ended 30 June 2021.
The financial statements include the individual entity Northamber plc and its wholly owned subsidiaries
Anitass Limited and Audio Visual Material Limited. Anitass Limited owns the freehold of the premises
at Swindon which is the group’s distribution centre. These freehold premises were purchased during
the year to 30 June 2020. Audio Visual Material Limited trades as a distributor and was acquired by
Northamber plc on 31 January 2020. The other subsidiaries of Northamber plc are dormant and not
material to the financial statements for the year to 30 June 2021.
Principal Activities
The group’s and company’s principal activities are those of specialist supply of computer hardware,
computer printers and peripheral products, computer telephony products and other electronic
transmission equipment.
Financial Risks
The group uses various financial instruments including cash, equity and various items such as trade
receivables and trade payables that arise directly from its operations. The existence of these instruments
expose the group to a number of financial risks, the main ones being exchange rate risk, liquidity risk,
interest rate risk and credit risk. The directors review and agree policies for managing each of these risks
and these are summarised in the Strategic Report.
Corporate Governance
The Corporate Governance Report on pages 21 to 28 forms part of the Directors’ Report and is
incorporated into this report by reference.
Dividends
The following dividends were paid in the year ended 30 June 2021
Ordinary dividends
Previous year’s final dividend paid
Interim paid
2021
£’000
2020
£’000
82
81
163
82
82
164
The final proposed dividend of 0.4p (2020: 0.3p) will be paid on 19 January 2022 to all members on the
register at the close of business on 17 December 2021.
Directors
Directors of the company who have served at any time during the year are listed on page 30.
Directors’ indemnity provision
Qualifying third-party indemnity provision was in place for all directors throughout the financial year and
at the date of approval of this report.
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REPORT OF THE DIRECTORS (continued)
REPORT OF THE DIRECTORS (continued)
Share Capital
Energy and carbon reporting
At 30 June 2021, the company had 27,231,586 (2020: 27,231,586) Ordinary shares of 1p each issued. The
shares have no special rights and there is no restriction on their voting rights.
Under the Streamlined Energy and Carbon Reporting Regime, the Company is required to report its
energy consumption and greenhouse gas emissions arising in the UK.
Substantial Shareholdings
Our disclosures are set out below and include energy and emissions from the entire Group, regardless of
whether individual companies would be required to report.
The company has been notified that the following shareholders held beneficial interest of 3 per cent or
more of the company’s issued share capital at 1 November 2021.
UK Energy Use
Mr A.M. Phillips
Herald Investment Management Limited
Mr & Mrs Rockliff
Quiros Limited
Worsley Investors Limited
Purchase of Own Shares
Ordinary Shares of 1p each
62.88%
8.40%
3.67%
3.49%
3.00%
At the end of the year, the directors had authority, under the shareholders’ resolutions of 10 March 2021
to purchase through the market 2,723,158 (2020: 2,723,158) of the company’s ordinary shares at prices
ranging between 1p and 105% (2020: 1p and 105%) of the average middle market quotations for those
shares as derived from the London Stock Exchange on the ten dealing days immediately preceding the
day on which the shares are contracted to be purchased. This authority expires on 21 December 2021, the
date of the next Annual General Meeting.
Auditors
A resolution to re-appoint Mazars LLP as the group’s auditors will be proposed at the forthcoming Annual
General Meeting.
Employees
Every effort is made to keep staff as fully informed as possible about the operations and progress of the
company. This is achieved through regular communication from the Operations Director to all staff and
from the CEO to the Operational Management team meetings.
To 30 June 2021
Greenhouse
Gas (GHG)
Consumption Emissions
To 30 June 2020
Greenhouse
Gas (GHG)
Consumption Emissions
Notes
(tCO2e)
(tCO2e)
Electricity
237.1, MWH
55
433.4,MWH
101
Gas
639.8, MWH
130
499.2, MWH
102
Electricity consumed relates to
routine office and warehouse
power requirements
Gas used to fuel heating and
hot water boilers in office and
warehouse locations
TOTAL
185
203
Methodology
• Electricity – The electricity consumed by the Group relates solely to the routine power requirements
of its offices and warehousing – lighting, heating, IT, air conditioning etc. To calculate the tCO2e
figure we have taken our overall electricity usage for the year to which a kgCo2e factor of 0.23314 was
applied, being the UK Government’s Conversion Factor 2021 for this type of electricity use.
• Gas – The gas consumed by the Group relates solely to the use of natural gas for the running of boilers
for heating and hot water in its offices and warehouse. To calculate the tCO2e figure we have taken
our overall gas usage for the year to which a kgCo2e factor of 0.20374 was applied, being the UK
Government’s Conversion Factor 2021 for this sort of natural gas use.
• Motor Vehicles. The company owned one van and one petrol company car and one electric company
car for part of the year so emissions are not included above as not considered material.
The group encourages its staff to pursue career development and to that end has made available
resources for training courses including video and computer training aids.
Intensity Ratio
Applications received from disabled persons are given full and equal consideration but are small in
number. The company fulfils its obligations towards employees who are disabled or who become so
whilst in the employment of the company.
Tonnes of CO2e per total £m sales revenue during the year to 30 June 2021: 3.1 (2020: 3.9).
Energy Efficiency Activity
The business began investing in an electric car scheme during the year and is undertaking a review
of investment in solar power to power the warehouse in Swindon. The Company is mindful of its
environmental obligations and will examine opportunities to further cut its carbon emissions.
16
17
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REPORT OF THE DIRECTORS (continued)
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’ REMUNERATION
Customers and Suppliers
The group voluntarily provides the following Directors’ Remuneration Report
The directors foster and maintain strong relationships with customers and suppliers as set out in the s172
Report on pages 12 to 14.
Remuneration Committee
Events after the reporting period
Details of important events occurring after the end of the reporting period are described in the Strategic
Report, and the details are incorporated into this directors’ report by cross-reference.
Statement of disclosure to auditor
The directors confirm that:
•
•
in so far as each director is aware there is no relevant audit information of which the company’s
auditors are unaware; and
the directors have taken all steps that they ought to have taken as directors to make themselves aware
of any relevant audit information and to establish that the auditors are aware of that information.
By order of the Board
S. Yoganathan ACMA
Company Secretary
18 November 2021
The Remuneration Committee comprised the non-executive directors Mr C.M. Thompson, Mr G.P. Walters
and Mr R. Reggio. This committee meets at least once a year and decides the remuneration policy that
applies to executive directors.
In setting the policy it considers a number of factors including:
(a)
(b)
(c)
the basic salaries and benefits available to executive directors of comparable companies;
the need to attract and retain directors of an appropriate calibre and experience; and
the need to ensure executive directors’ commitment to the continued success of the company by
means of incentive schemes.
The group’s remuneration policy for executive directors is to:
(a)
(b)
(c)
have regard to the directors’ experience and the nature and complexity of their work in order to
pay a competitive salary that attracts and retains management of the highest quality;
link individual remuneration packages to the company’s performance through target-related
bonuses which are not considered to be excessive in terms of salary;
provide employment-related benefits including the provision of a company car, life assurance,
insurance relating to the directors’ duties and medical insurance.
The final determination of an individual director’s remuneration is taken by the board as a whole but with
no director participating in the discussions, nor voting on, his own remuneration package.
The non-executive directors each receive a fee for their services which is agreed by the Board following
recommendation by the chairman. The non-executive directors do not receive any pension or other
benefits from the company, nor do they participate in any of the bonus or incentive schemes.
When reviewing or amending remuneration arrangements the committee considers any impact on the
cost to the company, employee behaviour, stakeholders (including shareholders, governance bodies and
employees) best practice, corporate governance and market competitiveness.
Salaries and Benefits
The remuneration packages for executive directors are benchmarked to ensure comparability with
companies of a similar size and complexity. The bonuses have regard to personal performance measured
against pre-stated objectives and profitability of the company.
Share Options
There are no share option schemes in force in the group or company.
Contracts of Service
The three executive directors, Mr A.M. Phillips, Mr J.P. Henry and Mr A.R. Lee, have service contracts.
All three contracts are one year rolling contracts and contain no specific provisions in relation to any
termination payments over and above the notice periods as stated below.
Mr A.M. Phillips
Mr J.P. Henry
Mr A.R. Lee
- Notice period – six months
- Notice period – six months
- Notice period – six months
The non-executive directors do not have service contracts with the company. The terms of their
appointment are reviewed by the board every two years.
18
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(continued)
CORPORATE GOVERNANCE
Directors’ Detailed Emoluments
Details of directors’ emoluments are as follows:
During the year pension contributions were made by the company on behalf of 3 Executive Directors
under money purchase schemes. The aggregate amounts paid are shown in the table below.
Directors’ Interests
Executive
Mr D.M. Phillips
(Deceased 4 December 2019
Mr J.P. Henry
Mr A.M. Phillip
(Appointed on
6 February 2020)
Mr A.R. Lee
(Appointed on 1 April 2021)
Non-Executive
Mr G.P. Walters
Mr C.M. Thompson
Mr R. G. Reggio
(appointed on 1 April 2021)
Salaries and
Fees
2021
2020
£’000 £’000
-
100
88
25
20
56
5
294
-
89
36
-
20
59
-
204
Benefits
2021 2020
£’000 £’000
Pension
2021 2020
£’000 £’000
Total
2021 2020
£’000 £’000
-
14
11
3
-
-
-
28
11
7
-
-
-
-
-
18
-
10
6
3
-
-
-
19
-
10
2
-
-
-
-
12
-
11
124
106
105
38
31
-
20
56
5
341
20
59
-
234
The amounts above include £36,000 for IT consultancy fees paid to C Thompson (2020: £39,000).
Directors in office at 30 June 2021 had the following beneficial interests in the shares of the company:
Ordinary Shares of 1p each
The Estate of Mr D.M. Phillips
Mr A.M. Phillips
Mr J.P. Henry
Mr A.R. Lee
Mr G.P. Walters
Mr R. Reggio
Mr C.M .Thompson
30 June 2021
-
17,154,874
-
-
-
-
14,500
30 June 2020
17,243,055
32,620
-
-
-
-
14,500
Between 30 June 2021 and 1 November 2021 there have been no changes in the interests of the above
named directors in the shares of the company.
The market price of the company’s shares at 1 November 2021 was 58.5p. The range of market prices
during the year was 51.5p to 77.0p.
20
S. Yoganathan ACMA.
By order of the Board
18 November 2021
The Corporate Governance Report forms part of the Directors’ Report included on pages 15 to 18.
Northamber plc (“the Company”) is an AIM quoted Company and is committed to high ethical values and
professionalism in all its activities. As an essential part of this commitment, the Directors acknowledge
the importance of high standards of Corporate Governance and, given the Group’s size and the
constitution of the Board, have decided to apply the principles set out in the Corporate Governance
Code for small and mid-sized companies published by the QCA in April 2018 (‘‘QCA Code’’). The Board is
accountable to the Company’s shareholders for good Governance.
CORPORATE GOVERNANCE POLICY
The group’s policy on Corporate Governance is published on the group’s website which is
www.northamber.com.
The Company’s objective is in alignment with the purpose of the QCA Code in that it is to deliver growth
in long-term shareholder value and to deliver benefits to other stakeholders, accompanied by good
communication to promote confidence and trust.
Set out below are the principles of the QCA Code and the Company’s approach to compliance with the
QCA Code, in support of its medium to long term success. In some areas, further development is required
internally to more fully comply with the QCA Code and as these take place the website will be updated.
Strategy for long term shareholder growth
The Company’s strategy is set out in full on page 7. Whilst the basic strategy remains the same, changes
to its implementation from time to time to meet changing circumstances are determined by the Board as
necessary. The management team, reporting to the Board, is responsible for implementing the strategy
and managing the business at an operational level.
Meeting shareholders’ needs and expectations
As set out on page 16 under Substantial Shareholdings, 81.44% of the shares are held by five parties, of
which Alexander Philips holds 62.88%, leaving only 18.56% in other shareholders’ hands. The Chairman is
in contact with shareholders from time to time and via the Company’s brokers issues the Half-yearly
Statements and other statutory information. In addition, the holding of an Annual General Meeting at
a convenient time and place enables contact between shareholders and Directors. Notice of the Annual
General Meeting is circulated to all shareholders at least 21 days prior to the meeting. Directors attend
the AGM and will be available to answer shareholders’ questions.
Shareholders may, at any time, communicate with the Company either via the Company Secretary or
through the Company’s brokers.
The Company intends to announce the detailed results of Shareholder voting at the AGM to the market,
including any actions to be taken as a result of resolutions for which votes against have been received
from at least 20 per cent of independent shareholders.
The Company has a policy of being socially responsible and has established Social and Community
Policy to be followed by the Company in respect of Social, Community and Environmental matters. The
Board also recognises the need to maintain effective working relationships across a range of stakeholder
groups, including shareholders, employees, partners and suppliers.
The Company’s operations and working methodologies take account of the need to balance the needs of
all of these stakeholder groups while maintaining focus on the Board’s primary responsibility to promote
the success of Northamber for the benefit of its members as a whole.
21
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
CORPORATE GOVERNANCE (continued)
CORPORATE GOVERNANCE (continued)
Effective Risk Management
The Board is responsible for the systems of risk management and internal control and for reviewing
their effectiveness. The internal controls are designed to manage rather than eliminate risk and provide
reasonable but not absolute assurance against material misstatement or loss. The Company’s detailed
approach to the management of risk is set out in the section on Principal Risks and Uncertainties on
pages 9 to 11. There is a risk assessment carried out by the Board at regular intervals.
The Board maintains full control and direction over appropriate strategic, financial, organisational
and compliance issues and has put in place an organisational structure with formally defined lines of
responsibilities and delegation of authority. There are established procedures for planning, capital
expenditure, information and reporting systems and for monitoring the company’s business and its
performance. The Board has delegated to executive management the implementation of the systems of
internal control within an established framework that applies within the Company.
Effective, well-functioning Board, with up to date skills and experience
The Board normally comprises 3 executive and 3 independent non-executive Directors.
The biographies of the Directors are set out on page 30. Similarly the method of establishing the
effectiveness and appropriateness of the Board is set out on page 27. This process includes the
assessment of the range of skills and an evaluation of the effectiveness of each Director.
All Directors have access to the advice and services of the Company Secretary and the board has
established a procedure whereby any Director may seek independent professional advice in the
furtherance of his duties at the Company’s expense. All Directors are able to allocate sufficient time to the
company to discharge their responsibilities.
As required by the Company’s articles of association, in every year at least one-third of the Directors offer
themselves for re-election at the Annual General Meeting.
The Board is responsible to the shareholders for the proper management of Northamber and meets
at least four times a year to set the overall direction and strategy, to review operational and financial
performance and to advise on management appointments. All key operational and investment decisions
are subject to Board approval. The Board also regularly discusses matters informally through the year.
Any Board member may request the Company Secretary to report on any specific matter and prepare
information for discussion at the Board meetings.
In addition to the Main Board there is an Audit Committee and Remuneration Committee, in each case
chaired by a non-executive Director. Further details regarding the responsibilities of these committees
can be found on pages 19 & 25.
In view of the size of the Company and its share and Board structure it has determined that the
appointment of a Nominations Committee is not warranted.
Below the Main Board there is an Operations Committee comprising the executive Directors and senior
management of the Company.
The Director’s attendance at board meetings is shown on page 25.
The role of the Board is to ensure that the Company is managed to optimise the benefits to its
stakeholders including shareholders, staff, customers, suppliers and the community at large. To achieve
this objective the Board reserves to itself certain matters such as the formulation of strategy, the
assessment of risk, and the setting of internal control systems. Certain areas of responsibility of the Board
are dealt with by committees of the Board such as the audit committee and the remuneration committee
reporting back to the Main Board.
The implementation of the decisions of the Main Board is delegated to the senior management of the
company through the Operations Committee chaired by the Operations Director.
During the year, the Board reviewed each aspect of its role to ensure that it was fulfilling its role
effectively and that each Director was individually making a full and effective contribution to the process.
This was carried out by the Chairman reviewing the individual and collective contribution of the Board
members against objectives.
The result of that review was that, having reviewed each Director’s contribution and the requirements
of the Company as a whole, each Director was effective and that the composition of the Board was
appropriate and more than adequate for the time being.
The Chairman, in conjunction with the executive team, ensures that the Directors’ knowledge is kept up
to date on key issues and developments pertaining to financial and governance matters, its operational
environment and to the Directors’ responsibilities as members of the Board. During the course of the
year, Directors received updates from the Company Secretary and various external advisers on a number
of corporate governance matters.
Corporate Culture and Ethical Structures
The corporate culture and ethics is based on honesty and integrity in all matters and relating to all
parties. There are policies in place within the working practices within the Company to ensure compliance
with the high standards set. Whistle blowing provisions are also in place to deal with any infringements of
the policies. The policies are regularly reviewed, updated and communicated to all staff.
The Company has adopted a share dealing code for the Directors and certain employees, which is
appropriate for a company whose shares are admitted to trading on AIM (including relating to the
restrictions on dealings during close periods in accordance with MAR and with Rule 21 of the AIM Rules
for Companies). The Company takes all reasonable steps to ensure compliance with the share dealing
code by the Directors and any relevant employees.
22
23
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
CORPORATE GOVERNANCE (continued)
CORPORATE GOVERNANCE (continued)
Governance Structures and Processes
Non-Executive Directors
The Corporate Governance structure and processes are set out on pages 21 to 28.
The Board is led by the non-executive chairman and is responsible for the overall direction and strategy
of the Company. The non-executive Directors are responsible for bringing independent and objective
judgment to Board decisions, bringing a range of views and experience from different fields. As part of
their role, the non-executive Directors constructively challenge and develop proposals on strategy.
The Company Secretary is responsible for ensuring that Board procedures are followed and applicable
rules and regulations are complied with.
The Board has established an Audit Committee and a Remuneration Committee, each with formally
delegated duties and responsibilities.
The Audit Committee, which meets at least twice a year, is responsible for keeping under review the
scope and results of the audit, its cost effectiveness and the independence of the auditor.
The Remuneration Committee, which meets at least once a year, is responsible for considering the
remuneration packages for executive Directors and making recommendations as appropriate.
The Directors’ Remuneration Report is set out on pages 19 to 20.
Detailed processes and procedures are in place and available to all employees on a dedicated in house
system to ensure that all operations, actions and decisions made by the employees are fully compliant
and avoid undue risk.
The internal procedures are reviewed and updated regularly to maintain the highest level of standards.
Communication
The Board places a high priority on regular communications with its various stakeholder groups and
aims to ensure that all communications concerning Northamber’s activities are clear, fair and accurate.
In addition to the statutory published information, the Company regularly updates its website for the
benefit of shareholders, customers and suppliers. Communications with employees are maintained
both by personal interaction with the Directors and senior management on a daily basis and through
formal procedures. Communications with professional advisers ensure that the Company maintains and
complies with up to date regulations regarding both internal and external communications.
The results of voting on all resolutions in future general meetings will be posted to the website, including
any actions to be taken as a result of resolutions for which votes against have been received from at least
20 per cent of independent shareholders.
DIRECTORS
Board of Directors
The group is led and controlled through the Board of Directors, which during the year comprised three
executive and three non-executive directors. Biographical details of each director in office during the year
appear on page 30.
All directors have access to the advice and services of the company secretary and the board has
established a procedure whereby any director may seek independent professional advice in the
furtherance of his duties at the company’s expense. All directors are able to allocate sufficient time to the
company to discharge their responsibilities.
24
As required by the company’s articles of association, one third of the directors offer themselves for re-
election every year.
The board considers that the non-executive directors were independent throughout the year. The non-
executive directors actively contribute to the functioning of the board and bring a range of views and
experience from different fields.
As part of their role, the non-executive directors constructively challenge and develop proposals on
strategy. The non-executive directors scrutinise the performance of management in meeting agreed
goals and objectives and monitor the reporting of performance. They satisfy themselves on the integrity
of financial information and that financial controls and systems of risk management are robust and
defensible. They determine appropriate levels of remuneration of executive directors and have a prime
role in appointing and, where necessary, removing executive directors, and in succession planning.
The senior independent non-executive director, as included in the biographical details on page 30, is
available to shareholders if they have concerns which contact through the normal channels of chairman
or other executive directors have failed to resolve or for which such contact is inappropriate.
Directors’ Attendance
The following table shows the attendance of directors at the board meetings held in the last year.
Number of Board Meetings
Entitled to Attend
Mr Alexander Michael Phillips
Mr John Phelim Henry
Mr Antony Richard Lee
Mr Colin Mark Thompson
Mr Riccardo Reggio
Mr Geoffrey Paul Walters
Audit Committee
6
6
2
6
2
6
Attended
6
6
2
6
2
6
The Audit Committee, currently chaired by Mr G.P. Walters, comprised the three non-executive directors,
all of whom are considered by the board to be independent and to have sufficient recent and relevant
financial experience to discharge the committee’s duties.
The board considers that the members of the audit committee have the required understanding of:-
•
the principles of, content of and developments in financial reporting, including the applicable
accounting standards and statements of recommended practice;
• key aspects of the company’s operations, including corporate policies, financing and systems of
internal control;
• matters that could influence or distort the presentation of accounts and key information;
•
the role of external auditors.
The primary function of the audit committee is to enable the board to monitor the integrity of the
company’s financial reports and manage the board’s relationship with the external auditors. Its other
functions include the review and monitoring of:-
•
•
•
•
the financial reporting process
the annual audit
the effectiveness of the company’s internal controls and risk management
the independence of the external auditors.
25
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER CORPORATE GOVERNANCE (continued)
CORPORATE GOVERNANCE (continued)
The audit committee reports to the board its findings identifying any matters which it considers requires
that action or improvement is required and makes recommendations on the steps to be taken.
The committee’s terms of reference include all relevant matters required by the Disclosure and
Transparency Rules and the relevant code provisions. The terms of reference of the audit committee
have been reviewed and are available on request by writing to the company secretary at the registered
address and on the Company’s website.
Overview of the Actions Taken by the Audit Committee to Discharge its Duties
During the year the audit committee:-
•
reviewed the June 2020 annual report and financial statements and the December 2020 half yearly
financial report. As part of the review the committee received a report from the external auditors
on their audit of the annual report and financial statements
reviewed the effectiveness of the company’s internal controls
•
•
reviewed and agreed the scope of the audit work to be undertaken by the external auditors
• agreed the fees to be paid to the external auditors for their audit of the 2021 report and financial
•
statements
reviewed the whistle blowing procedures in place to enable staff to raise concerns in confidence
about possible wrongdoing
• considered the requirement for an internal audit function in the company and decided to
recommend to the board that such a function was not necessary at this stage
recommended that the board re-appoint the external auditors Mazars LLP
•
External Audit
The engagement and independence of external auditors is considered annually by the Audit Committee
before it recommends its selection to the board.
The fees paid to the Auditors in the year are disclosed in Note 4 to the Group financial statements.
Mazars LLP also follows its own ethical guidelines and continually reviews its audit team to ensure its
independence is not compromised.
Operations Committee
The Operations Committee comprises the executive directors and certain senior business managers. It
meets weekly, and deals with the operational matters of the company other than those dealt with by the
Remuneration and Audit Committees or by the full board.
Board Effectiveness
The role of the board is to ensure that the company is managed to optimise the benefits to its
stakeholders including shareholders, staff, customers, suppliers and the community at large. To achieve
this objective the board reserves to itself certain matters such as the formulation of strategy, the
assessment of risk, and the setting of internal control systems. Certain areas of responsibility of the board
are dealt with by committees of the board such as the audit committee and the remuneration committee
reporting back to the main board. The implementation of the decisions of the main board is delegated to
the senior management of the company through the Operations Committee chaired by the operations
director.
During the year the board reviewed each aspect of its role to ensure that it was fulfilling its role effectively
and that each director was individually making a full and effective contribution to the process. This was
carried out by the chairman reviewing the individual and collective contribution of the board members
against objectives and by the audit committee reviewing the performance of the chairman.
The result of that review was that, having reviewed each director’s contribution and the requirements
of the company as a whole, each director was effective and that the composition of the board was
appropriate and more than adequate for the time being.
GOING CONCERN BASIS
The group’s activities together with the factors likely to affect its future development, performance and
position are set out in the Strategic Report and the Directors’ Report on pages 7 to 18. The financial
position of the group, its cash flow and its liquidity position are described in the Chairman’s Statement on
pages 5 to 6. In addition, the Strategic Report also includes the group’s objectives, policies and processes
for managing its capital; its financial risk management objectives; and its exposure to credit risk and
liquidity risk.
The group has considerable financial resources and established market profile and relationships with a
number of suppliers and customers. As a consequence, the directors believe that the company is well
placed tomanage its business risks appropriately despite the current economic outlook.
In carrying out their duties in respect of going concern, the directors in September 2021 completed a
review of the group’s financial forecasts for a period exceeding 12 months from the date of approving
these financial statements to determine the potential impact on the group of reasonably possible
downside scenarios, including those arising from the Covid-19 pandemic and the resultant increase in
risks for the group. The Board are confident that with the strong balance sheet and cash position all
working capital requirements will be met.
As stated above the impact on these financial statements has been minimal due to the diversified
portfolio of products and solutions sold by the Group and the Group do not expect a significant impact
from further lockdown periods. There have been no significant changes in levels of trading since the year
end date.
After making enquiries, the directors have formed a judgement, at the time of approving the financial
statements, that there is a reasonable expectation that the company has adequate resources to continue
in operational existence for the foreseeable future. For this reason the directors continue to adopt the
going concern basis in preparing the financial statements.
26
RELATIONS WITH SHAREHOLDERS
The Directors are available to meet with the group’s institutional shareholders throughout the year on
request.
Notice of the Annual General Meeting (AGM) is circulated to all shareholders at least 21 days prior to the
meeting. Directors attend the AGM and will be available to answer shareholders’ questions.
27
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER CORPORATE GOVERNANCE (continued)
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
ACCOUNTABILITY AND AUDIT
Financial Reporting
The board believes that its Annual Reports and financial statements represent a balanced and
understandable assessment of the company’s position and prospects whilst also complying with the legal
and regulatory requirements for financial reporting relevant to the company.
Internal Control
The board of directors has overall responsibility for the group’s systems of internal control and for
monitoring their effectiveness.
The board maintains full control and direction over appropriate strategic, financial, organisational
and compliance issues and has put in place an organisational structure with formally defined lines of
responsibilities and delegation of authority. There are established procedures for planning, capital
expenditure, information and reporting systems and for monitoring the company’s business and its
performance. The board has delegated to executive management the implementation of the systems of
internal control within an established framework that applies within the company.
The group’s control systems address key business and financial risks. The board considers the greatest
risks to be related to the realisable value of current assets, principally inventories and trade receivables.
Particular attention is paid to all matters relating to purchasing, inventories, revenues, trade receivables,
cash, capital expenditure and foreign exchange. Comprehensive documented procedures are used and
are available to all staff via the extensive computer system.
A system of control is designed to manage rather than eliminate the risk of failure to achieve business
objectives, and can only provide reasonable and not absolute assurance against material misstatement
or loss. As and when areas of improvement are brought to the attention of the board and management
steps are taken to further embed internal control and risk management into the operations of the
business.
The board has considered the need for internal audit but has decided that because of the size of the
group it cannot be justified at present.
A review of internal control was undertaken by the board in April 2021. The conclusion of this review was
that the systems and operations of the internal controls including financial, operational and compliance
controls remained effective and appropriate to the operations of the company.
Other Matters
The Directors have published the company’s Corporate Governance policies which the directors consider
are relevant to the company on the company’s website.
Induction programmes for new directors are specifically designed for each director as appointed as the
content varies depending on the background and experience of the appointee. There is therefore no
standard induction programme for new directors.
By order of the Board
28
S. Yoganathan ACMA
Company Secretary
18 November 2021
The directors are responsible for preparing the Strategic Report, the Directors’ Report, and the financial
statements in accordance with applicable law and regulations.
Company law requires the directors to prepare group and company financial statements for each
financial year. Under that law the directors are required by the AIM rules of the London Stock Exchange
to prepare group financial statements, and have elected to prepare the parent company financial
statements, in accordance with international accounting standards in conformity with the requirements
of the Companies Act 2006. The group financial statements are required by law and International
Financial Reporting Standards (“IFRSs”) in conformity with the requirement of the Companies Act 2006 to
present fairly the financial position and performance of the group. The Companies Act 2006 provides in
relation to such financial statements that references in the relevant part of that Act to financial statements
giving a true and fair view are references to their achieving a fair presentation. Under company law the
directors must not approve the financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the group and the company and profit or loss of the group for that period. In
preparing these financial statements, the directors are required to:
•
select suitable accounting policies and then apply them consistently;
• make judgements and accounting estimates that are reasonable and prudent;
•
state whether applicable IFRSs have been followed, subject to any material departures disclosed and
explained in the financial statements; and
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that
the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show
and explain the group’s and the company’s transactions and disclose with reasonable accuracy at any
time the financial position of the group and the company and enable them to ensure that the financial
statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets
of the group and the company and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
The directors are responsible for the maintenance and integrity of the corporate and financial information
included on the company’s website. Legislation in the United Kingdom governing the preparation and
dissemination of financial statements may differ from legislation in other jurisdictions.
29
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER DIRECTORS AND ADVISERS
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
Non-Executive Directors
Geoffrey Paul Walters *† (Age 69) ACA
Non executive director.
Geoffrey Walters has a vast experience in a wide range of industries.
Colin Mark Thompson *† (Age 61)
Non executive director and Chairman.
Colin Thompson has over 38 years’ experience in the distribution sector, and was a Director in the
Company from September 1991 to January 1999.
Riccardo Reggio *† (Age 49)
Riccardo Reggio is an experienced corporate strategy and M&A adviser who works with a variety of
companies to help them achieve their strategic goals.
* Member of Remuneration Committee
† Member of Audit Committee
Executive Directors
John Phelim Henry (Age 59)
Operations director
John Henry joined Northamber plc in 1992 in the Sales Department. He was promoted to Operations
Director in 2012.
Alexander Michael Phillips (Age 35)
Managing director
Alex Phillips joined Northamber Plc in 2014 as Director of Strategy, was appointed as Commercial Director
in February 2020 and promoted to Managing Director in September 2020.
Antony Richard Lee (Age 55)
Finance director
Antony Lee joined Northamber plc in 2020 as Director of Finance, and was appointed as Finance Director
in 2021.
Registered Office
Namber House
23 Davis Road
Chessington
Surrey
KT9 1HS
Registrars
Computershare Investor Services plc
The Pavilions
Bridgwater Road
Bristol
BS13 8AE
Registered Auditor
Mazars LLP
Chartered Accountants
Tower Bridge House
St Katharine’s Way
London
E1W 1DD
30
Bankers
Barclays Bank plc
6 Clarence Street
Kingston upon Thames
Surrey
KT1 1NY
Atlantic Bank
405 Park Avenue
New York
NY 100022
USA
Nominated Advisor & Broker
Singer Capital Markets
One Bartholomew Lane
London
EC2N 2AX
Opinion
We have audited the financial statements of Northamber Plc (the ‘parent company’) and its subsidiaries
(the ‘group’) for the year ended 30 June 2021, which comprise:
-
-
-
-
-
the Consolidated Statement of Comprehensive Income,
the Consolidated and Parent Company Statement of Changes in Equity,
the Consolidated and Parent Company Statement of Financial Position,
the Consolidated and Parent Company Statement of Cash Flows; and
notes to the financial statements, including a summary of significant accounting policies.
The financial reporting framework that has been applied in their preparation is applicable law and
international accounting standards in conformity with the requirements of the Companies Act 2006 and,
as regards the parent company financial statements, as applied in accordance with the provisions of the
Companies Act 2006.
In our opinion, the financial statements have been prepared in accordance with the requirements of the
Companies Act 2006 and:
•
•
give a true and fair view of the state of the group’s and of the parent company’s affairs as at 30 June
2021 and of the group’s profit for the year then ended; and
have been properly prepared in accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and, as regards the parent company financial
statements, as applied in accordance with the provisions of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK))
and applicable law. Our responsibilities under those standards are further described in the Auditor’s
responsibilities for the audit of the financial statements section of our report. We are independent of
the company in accordance with the ethical requirements that are relevant to our audit of the financial
statements in the UK, including the FRC’s Ethical Standard, as applied to listed entities, and we have
fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the
audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis
of accounting in the preparation of the financial statements is appropriate.
Our audit procedures to evaluate the directors’ assessment of the group’s and the parent company’s
ability to continue to adopt the going concern basis of accounting included but were not limited to:
•
Undertaking an initial assessment at the planning stage of the audit to identify events or conditions
that may cast significant doubt on the group’s and the parent company’s ability to continue as a
going concern;
• Obtaining an understanding of the relevant controls relating to the directors’ going concern
assessment;
Evaluating the directors’ method to assess the group’s and the parent company’s ability to continue
as a going concern;
Reviewing the directors’ going concern assessment, including evaluating judgements applied by the
directors and consideration given to significant cash position held at the year end in forming their
conclusions; and
Reviewing the appropriateness of the directors’ disclosures in the financial statements.
•
•
•
31
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
Based on the work we have performed, we have not identified any material uncertainties relating to
events or conditions that, individually or collectively, may cast significant doubt on the group’s and the
parent company’s ability to continue as a going concern for a period of at least twelve months from when
the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described
in the relevant sections of this report.
Key audit matters
Key audit matters are those matters that, in our professional judgement, were of most significance in our
audit of the financial statements of the current period and include the most significant assessed risks
of material misstatement (whether or not due to fraud) we identified, including those which had the
greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the
efforts of the engagement team. These matters were addressed in the context of our audit of the financial
statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on
these matters.
Key Audit Matter
How our scope addressed this matter
Revenue recognition and the risk of cut off (group
and parent company)
Revenue is recognised in accordance with
the group’s accounting policy (Page 48) and
International Financial Reporting Standard (IFRS)
15 - Revenue from Contracts with Customers. There
is a presumed risk that revenue may be misstated
due to the improper recognition of revenue as a
result of fraud.
For Northamber plc, we consider the risk around
revenue recognition to be principally related to
cut off and the risk that sales of IT equipment
occurring close to the year-end are not recorded in
the correct period.
We adopted a substantive sampling approach to
revenue testing. Our procedures included, but were
not limited to, the following:
• Understanding the sales revenue business process
including how sales transactions are initiated,
recorded, processed, and reported.
• Understanding the application of the accounting
policies including assessing whether revenue is
recognised in accordance with such policies and
IFRSs
• For a sample of sales transactions occurring
around the year end, we traced each item to the
corresponding proof of delivery to ensure the
transaction had been recognised in the correct
accounting period.
• We reviewed credit notes issued around the year
end, obtaining the original sales invoices and
understanding the rationale for the credit note
to ensure these were not being used as a way of
manipulating revenue recognition at the year end.
• We obtained the calculation for the returns provision
at the year and compared to actual returns post
year end to ensure the provision at the year-end was
reasonable.
Our observations
Our sample based audit work indicated that revenue
has been recognised in line with the group’s
accounting policy.
Impairment of Intangible assets including Goodwill
(group)
Northamber has recognised Intangible assets
(Brand and customer relationships) of £396,000 and
Goodwill of £1,025,000 from the acquisition of Audio
Visual Material Limited in the prior year.
Refer to Accounting Policies (page 51); and Note 12
of the Consolidated Financial Statements (pages
61-62)
In accordance with IAS 36, Goodwill and intangible
assets are required to be assessed for impairment on
an annual basis. The determination of the value in
use of the CGU to which the Goodwill and Intangible
assets are allocated involves management
judgement and estimates including the discount
rate, and both short term and long term growth
rates.
As such, there is a risk that if the judgements taken
and assumptions used are inappropriate, goodwill
may be materially misstated.
Our procedures over the impairment of goodwill and
intangible assets included, but were not limited to, the
following:
• We reviewed the methodology applied for the
impairment review including consideration of the
review and approval processes adopted;
• We reviewed management’s impairment
model, including assessing and challenging the
appropriateness of key assumptions underlying
management’s discounted cash flow (‘DCF’)
projections, which included revenue growth, long
term growth rate and the discount rate;
• We reviewed the accuracy of the calculations in
the DCF projections and the historical accuracy of
management’s forecasts;
• We performed our own sensitivity analysis on
management’s impairment model to consider the
impact of severe but plausible scenarios;
• We considered whether the related financial
statement disclosures were adequate and
appropriate.
Our observations
Based on the procedures performed, we consider
management’s judgements relating to the impairment
of intangible assets to be appropriate.
Valuation of investment in the Subsidiary Audio
Visual Material Limited “AVM” (Parent company only)
The group’s accounting policies in respect of
investments is set out under “investments” and on
page 52 and note 18 to the financial statements.
There is a risk that if there are any impairment
indicators that would impact the carrying value of
the CGU of AVM these may also impact the carrying
value in the parent company of its investment in AVM
Our audit procedures included, but were not limited to:
• Considering the results of the assessment for
impairment indicators of the Goodwill and intangibles
detailed above; and
• Evaluating whether the relevant disclosures in the
financial statements are reasonable.
Our observations
Based on the work performed, nothing has come to our
attention which suggests that there were unidentified
indicators for impairment not considered by the
management.
32
33
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
Our application of materiality and an overview of the scope of our audit
The scope of our audit was influenced by our application of materiality. We set certain quantitative
thresholds for materiality. These, together with qualitative considerations, helped us to determine the
scope of our audit and the nature, timing and extent of our audit procedures on the individual financial
statement line items and disclosures and in evaluating the effect of misstatements, both individually and
on the financial statements as a whole. Based on our professional judgement, we determined materiality
for the financial statements as a whole as follows:
Our group audit scope included an audit of the group and parent company financial statements of
Northamber Plc. Based on our risk assessment, Northamber Plc and Audio Visual Material Limited were
subject to full scope audit and this was performed by the group audit team; these two components
account for 100% of group revenue. The one remaining component was subject to analytical procedures
to respond to any potential risks of material misstatement to the Group financial statements. At the
parent company level we also tested the consolidation process and carried out analytical procedures to
confirm our conclusion that there were no significant risks of material misstatement of the aggregated
financial information.
Overall materiality
How we determined it
Rationale for benchmark applied
Performance materiality
Reporting threshold
Group materiality: £908k
Parent company materiality: £830k
Group materiality: approx. 1.5% of revenue
Parent company materiality: approx. 1.5% of revenue
Revenue is a key performance indicator when
monitoring the performance of the business and we
therefore consider this to be an appropriate basis
for determining materiality. We considered the use
of Profit Before Tax however this has fluctuated
significantly around the breakeven point year on year
and therefore was not considered to be a stable basis
for materiality.
Group performance materiality: £635k
Parent company performance materiality: £581k
We performed our audit procedures using a lower
level of materiality – termed ‘performance materiality’
– which is set to reduce to an appropriate level the
probability that the aggregate of uncorrected and
undetected misstatements in the financial statements
exceeds materiality for the financial statements as a
whole. Having considered factors such as the group
and parent company’s control environment, we have
set our performance materiality at 70% of materiality.
We agreed with the Audit Committee that we would
report to that committee all identified corrected and
uncorrected audit differences in excess of £27,000
(representing 3% of overall materiality) together with
differences below that threshold that, in our view,
warranted reporting on qualitative grounds.
The range of financial statement materiality across components, audited to the lower of local statutory
audit materiality and materiality capped for group audit purposes, was between £72k and £830k being all
below group financial statement materiality.
As part of designing our audit, we assessed the risk of material misstatement in the financial statements,
whether due to fraud or error, and then designed and performed audit procedures responsive to those
risks. In particular, we looked at where the directors made subjective judgements, such as making
assumptions on significant accounting estimates.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give
an opinion on the financial statements as a whole. We used the outputs of a risk assessment, our
understanding of the parent company and group’s accounting processes and controls and its
environment, and considered qualitative factors in order to ensure that we obtained sufficient coverage
across all financial statement line items.
34
Other information
The directors are responsible for the other information. The other information comprises the information
included in the Report and Accounts, other than the financial statements and our auditor’s report
thereon. 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.
In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially
misstated. If we identify such material inconsistencies or apparent material misstatements, we are
required to determine whether there is a material misstatement in the financial statements or a material
misstatement of the other information. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ Report for the financial year for
which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable
legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the group and the parent company and its environment
obtained in the course of the audit, we have not identified material misstatements in the Strategic Report
or the Directors’ Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act
2006 requires us to report to you if, in our opinion:
•
•
adequate accounting records have not been kept by the parent company, or returns adequate for
our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and
returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
35
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
(continued)
Responsibilities of Directors
Our audit procedures in relation to fraud included but were not limited to:
As explained more fully in the directors’ responsibilities statement set out on page 29, the directors
are responsible for the preparation of the financial statements and for being satisfied that they give a
true and fair view, and for such internal control as the directors determine is necessary to enable the
preparation of financial statements that are free from material misstatement, whether due to fraud or
error.
In preparing the financial statements, the directors are responsible for assessing the group’s and the
parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to
going concern and using the going concern basis of accounting unless the directors either intend to
liquidate the group or the parent company or to cease operations, or have no realistic alternative but to
do so.
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it
exists. Misstatements can arise from fraud or error and are considered material if, individually or in the
aggregate, they could reasonably be expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of
irregularities, including fraud.
Based on our understanding of the group and the parent company and its industry, we identified that
the principal risks of non-compliance with laws and regulations related to UK tax legislation, pensions
legislation, employment regulation, health and safety regulation, anti-bribery, corruption and fraud,
money laundering and non-compliance with implementation of government support schemes relating
to COVID-19, and we considered the extent to which non-compliance might have a material effect on
the financial statements. We also considered those laws and regulations that have a direct impact on the
preparation of the financial statements such as the Companies Act 2006.
We evaluated the directors’ and management’s incentives and opportunities for fraudulent manipulation
of the financial statements (including the risk of override of controls) and determined that the principal
risks were related to posting manual journal entries to manipulate financial performance, management
bias through judgements and assumptions in significant accounting estimates and significant one-off or
unusual transactions.
Our audit procedures were designed to respond to those identified risks, including non-compliance with
laws and regulations (irregularities) and fraud that are material to the financial statements. Our audit
procedures included but were not limited to:
•
•
•
Discussing with the directors and management their policies and procedures regarding
compliance with laws and regulations;
Communicating identified laws and regulations throughout our engagement team and
remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the group and the parent company which were contrary to the
applicable laws and regulations, including fraud.
• Making enquiries of the directors and management on whether they had knowledge of any
•
•
•
actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal
entry testing.
The primary responsibility for the prevention and detection of irregularities including fraud rests
with both those charged with governance and management. As with any audit, there remained a
risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions,
misrepresentations or the override of internal controls.
The risks of material misstatement that had the greatest effect on our audit, including fraud and
irregularities, are discussed under “Key audit matters” within this report.
A further description of our responsibilities for the audit of the financial statements is located on the
Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms
part of our auditor’s report.
Use of the audit report
This report is made solely to the company’s members as a body in accordance with Chapter 3 of Part 16
of the Companies Act 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.
Claire Larquetoux (Senior Statutory Auditor) for and on behalf of Mazars LLP
Chartered Accountants and Statutory Auditor
Tower Bridge House
St Katharine’s Way
London
E1W 1DD
18th November 2021
36
37
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER NORTHAMBER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2021
For the year ended 30 June 2021
Notes
Revenue
Cost of sales
Gross Profit
Distribution costs
Administrative costs
Administrative costs – Exceptional acquisition costs
Other income – Exceptional gain on disposal of property
Operating profit
Adjusted Operating Profit
Exceptional items
Operating profit
Finance income
Finance cost
Profit before tax
Tax charge
Profit for the year and total comprehensive income
attributable to the owners
Basic and diluted profit per ordinary share
3
6
6
4
6
7
9
2021
£’000
60,009
(52,200)
7,809
(4,595)
(2,837)
-
-
377
377
-
377
8
-
385
(48)
337
1.24p
2020
£’000
52,835
(47,357)
5,478
(3,601)
(2,613)
(220)
10,804
9,848
(736)
10,584
9,848
92
(15)
9,925
(1,413)
8,512
31.16p
Share
Capital
£’000
Share
Capital
Premium Redemption
Account
£’000
Reserve
£’000
Treasury
Shares
Retained
Earnings
Total
Equity
£’000
£’000
£’000
Balance at 1 July 2019
273
5,734
1,513
(7)
9,122
16,635
Dividends
Purchase and
cancellation of shares
Cancellation of
treasury shares
-
(1)
-
Transactions with owners
(1)
Profit and total
comprehensive income
for the year
-
-
-
-
-
-
-
1
-
1
-
Balance at 30 June 2020
272
5,734
1,514
Dividends
Transactions with owners
Profit and total
comprehensive income
for the year
-
-
-
-
-
-
-
-
-
Balance at 30 June 2021
272
5,734
1,514
-
-
7
7
-
-
-
-
-
-
(164)
(68)
(164)
(68)
(7)
-
(239)
(232)
8,512
8,512
17,395
24,915
(163)
(163)
(163)
(163)
337
337
17,569
25,089
38
39
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
For the year ended 30 June 2021
At 30 June 2021
Share
Capital
£’000
Share
Capital
Premium Redemption
Account
£’000
Reserve
£’000
Treasury
Shares
Retained
Earnings
Total
Equity
£’000
£’000
£’000
Balance at 1 July 2019
273
5,734
1,513
(7)
5,587
13,100
Dividends
Purchase and
cancellation of shares
Cancellation of
treasury shares
-
(1)
-
Transactions with owners
(1)
Loss and total
comprehensive
loss for the year
-
-
-
-
-
-
-
1
-
1
-
Balance at 30 June 2020
272
5,734
1,514
Dividends
Transactions with owners
Profit and total
comprehensive income
for the year
-
-
-
-
-
-
-
-
-
Balance at 30 June 2021
272
5,734
1,514
-
-
7
7
-
-
-
-
-
-
(164)
(68)
(7)
(164)
(68)
-
(181)
(181)
5,167
12,687
(163)
(163)
(163)
(163)
338
338
5,342
12,862
(239)
(232)
Total assets
Non -current assets
Property, plant and equipment
Goodwill and intangible assets
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Current liabilities
Trade and other payables
Corporation tax payable
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Notes
10
12
13
14
15
16
17
2021
£’000
7,079
1,365
8,444
8,468
10,753
7,449
26,670
2020
£’000
7,184
1,421
8,605
5,948
7,750
10,968
24,666
35,114
33,271
(9,866)
(159)
(10,025)
25,089
272
5,734
1,514
17,569
(6,943)
(1,413)
(8,356)
24,915
272
5,734
1,514
17,395
Equity shareholders’ funds
attributable to the owners of the parent
25,089
24,915
The financial statements on pages 38 to 70 were approved by the board of directors on 18 November
2021 and were signed on its behalf by:
A.R.Lee J.P. Henry
Director
Director
Company Registration number: 01499584
40
41
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
At 30 June 2021
For the year ended 30 June 2021
Non-current assets
Property, plant and equipment
Investments
Current assets
Inventories
Trade and other receivables
Cash and cash equivalents
Total assets
Current liabilities
Trade and other payables
Corporation tax payable
Total liabilities
Net assets
Equity
Share capital
Share premium account
Capital redemption reserve
Retained earnings
Notes
11
18
13
14
15
16
17
2021
£’000
1,685
2,135
3,820
7,681
11,168
6,200
25,049
28,869
(15,997)
(10)
(16,007)
12,862
272
5,734
1,514
5,342
2020
£’000
1,748
2,135
3,883
5,304
8,240
4,700
18,244
22,127
(9,440)
-
(9,440)
12,687
272
5,734
1,514
5,167
Equity shareholders’ funds attributable to the
owners of the parent
12,862
12,687
The Profit after tax for the individual parent company was £338,000 (2020: loss of £181,000)
The financial statements on pages 38 to 70 were approved by the board of directors on 18 November
2021 and were signed on its behalf by:
Note
2021
£’000
2020
£’000
Cash flows from operating activities
Operating profit from continuing operations
Depreciation of property, plant and equipment
Amortisation of intangible assets
Profit on disposal of property, plant and equipment
Operating profit/(loss) before changes in working capital
(Increase) in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease)in trade and other payables
Cash used in operations
Income taxes paid
Net cash used in operating activities
Cash flows from investing activities
Interest received
Proceeds from disposal of
Property, plant and equipment
Purchase of property, plant equipment
Purchase of AVM Ltd
Net cash used in investing activities
Cash flows from financing activities
Dividends paid to equity shareholders
Interest Paid
Purchase of and cancellation of shares
Net cash used in financing activities
Net(decrease)/increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
24
377
350
56
(13)
770
(2,520)
(3,003)
2,923
(1,830)
(1,302)
(3,132)
8
17
(249)
-
(224)
(163)
-
-
(163)
(3,519)
10,968
9,848
228
-
(10,982)
(906)
(2,039)
2,899
(1,172)
(1,218
-
(1,218)
92
16,400
(5,370)
(2,135)
8,987
(164)
(15)
(68)
(247)
7,522
3,446
Cash and cash equivalents at end of year
7,449
10,968
A.R.Lee
Director
J.P. Henry
Director
42
Company Registration number: 01499584
43
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
COMPANY STATEMENT OF CASH FLOWS
For the year ended 30 June 2021
Note
2021
£’000
2020
£’000
Cash flows from operating activities
Operating profit/(loss) from continuing operations
Depreciation of property, plant and equipment
Operating profit/(loss) before changes in working capital
(Increase) in inventories
(Increase)/decrease in trade and other receivables
Increase/(decrease) in trade and other payables
Cash used in operations
Income taxes paid
340
144
484
(2,377)
(2,835)
6,464
1,736
-
(198)
131
(67)
(1,984)
1,983
(2,703)
(2,771)
-
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
1. General information
Northamber plc is a public limited company incorporated and domiciled in the United Kingdom
under the Companies Act 2006 and is listed on the London Stock Exchange on the Alternative
Investment Market. The address of the registered office is given on page 30. The nature of the
company’s operations and its principal activities are set out in the Strategic Report and the Directors’
Report on pages 7-18.
2. Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with international accounting standards
in conformity with the requirements of the Companies Act 2006.
Net cash used in operating activities
1,736
(2,771)
The financial statements have been prepared under the historical cost basis.
Cash flows from investing activities
Interest received
Purchase of property, plant and equipment
Purchase of AVM Ltd
Repayment of long term loan held as investment
24
Net cash from investing activities
Cash flows from financing activities
Dividends paid to equity shareholders
Purchase of and cancellation of shares
Net cash used in financing activities
Net increase in cash and cash equivalents
Cash and cash equivalents at beginning of year
Cash and cash equivalents at end of year
8
(81)
-
-
(73)
(163)
-
(163)
1,500
4,700
6,200
17
(87)
(2,135)
6,588
4,383
(164)
(68)
(232)
1,380
3,320
4,700
The financial statements cover the individual entity Northamber plc and two subsidiaries Anitass
Limited and AVM Limited. All other subsidiaries are dormant and not material to the financial
statements for the year to 30 June 2021 or 30 June 2020.
The directors of Anitass Limited, the subsidiary of Northamber plc, have claimed audit exemption
for the year ended 30 June 2021 under Section 479A (Subsidiary Companies) of the Companies Act
2006. The Board of Northamber plc have provided a guarantee on behalf of the Parent Company
undertaking stating that it guarantees Anitass Limited under section 479C of the Companies Act
2006. Northamber Plc guarantees all outstanding liabilities to which Anitass Limited is subject at 30
June 2021 until they are satisfied in full and the guarantee is enforceable against Northamber plc by
any person to whom the subsidiary company is liable in respect of those liabilities.
Basis of consolidation
The consolidated financial statements incorporate the financial statements of Northamber plc and
entities controlled by Northamber plc. Control is achieved if all three of the following are achieved:
power over the investee, exposure to variable returns for the investee, and the ability of the investor
to use its power to affect those variable returns.
The results of subsidiaries are included in the consolidated statement of comprehensive income and
consolidated statement of financial position.
The results of entities acquired or disposed of during the year are included in the consolidated
statement of comprehensive income from the effective date of acquisition or up to the effective date
of disposal, as appropriate.
Where necessary, the accounts of the subsidiaries are adjusted to conform to the group’s
accounting policies. All intra-group transactions, balances, income and expenses are eliminated on
consolidation.
44
45
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
2. Significant accounting policies (continued)
Adoption of new and revised standards
Standards, amendments and interpretations adopted in the current financial year
The adoption of the following mentioned standards, amendments and interpretations in the current
year have not had a material impact on the Group’s or Company’s financial statements.
•
•
•
IFRS 16 Amendment: Covid-19-Related Rent Concessions beyond 30 June 2021
IFRS 9, IAS 39, IFRS 16, IFRS 4, IFRS 7 Amendments: Interest Rate Benchmark Reform – Phase 2
IFRS 4 Amendment: Extension of the Temporary Exemption from Applying IFRS 9
Standards, amendments and interpretations in issue but not yet effective
The adoption of the following mentioned standards, amendments and interpretations in future years
are not expected to have a material impact on the Group or Company’s financial statements.
Effective from 1 January 2022
• Annual Improvements Cycle 2018 – 2020
•
•
•
IAS 37 Amendment: Onerous Contracts: Cost of Fulfilling a Contract
IAS 16 Amendment: Property, Plant and Equipment: Proceeds before Intended Use
IFRS 3 Amendment: Reference to the Conceptual Framework
Effective from 1 January 2023
•
•
•
•
•
IAS 1 Amendment: Classification of Liabilities as Current or Non-current and Deferral of Effective Date
IAS 1 Amendment: Disclosure of Accounting Policies
IAS 8 Amendment: Definition of Accounting Estimates
IAS 12 Amendment: Deferred Tax related to Assets and Liabilities arising form a Single Transaction
IFRS 17 Insurance Contracts and IFRS 17 Amendment: Amendments to IFRS 17
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
2. Significant accounting policies (continued)
Critical accounting judgements and other key sources of estimation uncertainty
In the process of applying the group’s accounting policies, the group is required to make certain
estimates, judgements and assumptions that it believes are reasonable based upon the information
available. These estimates and assumptions affect the reported amounts of assets and liabilities at
the date of the financial statements and the reported amounts of revenue and expenses during the
periods presented.
On an ongoing basis, the group evaluates its estimates using historical experience, consultation with
experts and other methods considered reasonable in the particular circumstances. Actual results may
differ from the estimates, the effect of which is recognised in the period in which the facts that give
rise to the revision become known. The group believes that the estimates and judgements in relation
to goodwill and intangible assets have the most significant impact on the annual results under IFRS
as set out below.
Critical judgements in applying the Group’s accounting policies
Assessing the potential impairment of inventories
In determining whether inventories are impaired, management conducts frequent and regular
reviews of stock, its ageing and rate of sale. The carrying value of the Group’s provision impairment is
disclosed in note 12.
Key sources of estimation uncertainty
Estimated useful economic lives of intangible assets
On the acquisition made during the last financial year the identifiable intangible assets included
brands and customer relationships. The useful economic lives of these assets have been estimated at
7 years by management
Impairment of intangible assets including goodwill
Goodwill is not amortised but is subject, at a minimum, to annual tests for impairment or if there
has been an indication of any impairment in the year. The initial goodwill recorded and subsequent
impairment review require management to make subjective judgements concerning the value in use
of cash-generating units. This requires an estimate of the future cash flows expected to arise from
the cash-generating unit and a suitable discount rate to calculate present value. The carrying amount
at the end of the reporting period is £1,365,000 and details of the assumptions made are provided in
note 11.
Impairment of Investment – Parent entity
The directors assess the recoverability of investments in subsidiaries at the reporting date by
reference to the profitability and its net asset position. Impairment reviews require management to
make subjective judgements concerning the future cash flows arising from the subsidiary. Estimates
over the future cash flows are made by management. Where applicable, investments in subsidiaries
are impaired down to the amount assessed as recoverable.
46
47
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
The principal accounting policies adopted are set out below.
Taxation
Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable for goods provided
in the normal course of business, net of discounts, VAT and other sales related taxes.
Nearly all the group’s revenues relate to the sale of goods, and the performance obligation under
contracts with customers is satisfied on shipment of goods to the customer.
The group has determined therefore that revenue on sale of goods is recognised at the date of
delivery shipment of goods to the customer when it leaves the warehouse. Revenue is recognised at
a point in time.
The group has a very small level of revenue from the provision of services, mainly assisting customers
with the installation of equipment. The performance obligation in this case is satisfied on installation
and is recognised as revenue at that point.
The company makes bill and hold sales, in which delivery is delayed at the buyer’s request but the
buyer takes title to and risk in the goods, and accepts billing. This is on the basis that (a) the reason
for the bill-and-hold arrangement must be substantive (for example, the customer has requested the
arrangement); (b) the product must be identified separately as belonging to the customer; (c) the
product currently must be ready for physical transfer to the customer; and (d) the company cannot
have the ability to use the product or to direct it to another customer. The revenue is recognised at
the time of invoicing, which is also when the goods are identified and made ready for the buyer and
despatched.
Revenues are stated after discounts, rebates, price reductions and provision for estimated levels
of returns. Customers only have a right to return goods in accordance with contractual terms.
Warranties are provided directly by the Group’s suppliers to customers.
Investment revenue is accrued on a time basis in accordance with the effective interest rate method.
Foreign currencies
Transactions in currencies other than pounds sterling, the functional currency of all group entities,
are recorded at the rates of exchange prevailing on the date of the transactions. At each reporting
date, monetary assets and liabilities that are denominated in foreign currencies are retranslated
at the rates prevailing on the reporting date. Exchange differences arising on the settlement of
monetary items, and on the retranslation of monetary items, are included in profit or loss for the
period.
Profit from operations
Profit from operations is stated before investment income and finance costs.
Retirement benefit costs
Payments to defined contribution retirement benefit schemes are charged as an expense in the
period in which they are incurred. The Group has no defined benefit retirement schemes.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on the taxable profit for the year. Taxable profit differs from net
profit as reported in the profit or loss because it excludes items of income or expense that are taxable
or deductible in other years and it further excludes items that are never taxable or deductible.
The company’s liability for current tax is calculated using tax rates that have been enacted, or
substantively enacted, by the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used
in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable
temporary differences and deferred tax assets are recognised to the extent that it is probable that
taxable profits will be available against which deductible temporary differences can be utilised. Such
assets and liabilities are not recognised if the temporary differences arise from the initial recognition
of goodwill or from the initial recognition (other than in a business combination) of other assets and
liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part
of the asset to be recovered.
Deferred tax is calculated at the tax rates that are substantively enacted in the period when the
liability is settled or the asset is realised. Deferred tax is charged or credited to the profit or loss,
except when it relates to items charged or credited directly to equity, in which case the deferred tax
is also dealt with in equity.
Deferred tax balances have not been discounted.
Business combinations
The acquisition of subsidiaries and businesses is accounted for using the acquisition method.
Measurement of consideration
The consideration for each acquisition is measured at the aggregate of the fair values, at the date of
exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the group
in exchange for control of the acquiree.
Contingent consideration is initially measured at fair value at the date of the business combination.
Any subsequent adjustment to this fair value (such as meeting an earnings target), where the
consideration is payable in cash, is recognised in the consolidated statement of comprehensive
income.
Fair value assessment
Identifiable assets acquired and liabilities and contingent liabilities assumed in a business
combination are measured initially at their fair values at the acquisition date. Where the fair value of
the assets and liabilities at acquisition cannot be determined reliably in the initial accounting, these
values are considered to be provisional for a period of 12 months from the date of acquisition. If
additional information relating to the condition of these assets and liabilities at the acquisition date
is obtained within this period, then the provisional values are adjusted retrospectively. This includes
the restatement of comparative information for prior periods.
48
Goodwill arises where the cost of the business combination exceeds the group’s interest in the net
fair value of the identifiable assets, liabilities and contingent liabilities recognised. This is recognised
as an asset and is subject to impairment tests as noted in note 11.
49
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Acquisition costs
Property, plant and equipment
Acquisition costs are recognised in the consolidated statement of comprehensive income as incurred
and separately disclosed due to the nature of this expense.
Goodwill
Goodwill arising on consolidation is recognised as an asset.
Following initial recognition, goodwill is subject to impairment reviews, at least annually or if there
is an indication of impairment, and measured at cost less accumulated impairment losses. Any
impairment is recognised immediately in the consolidated statement of comprehensive income and
is not subsequently reversed.
On disposal of a subsidiary the attributable amount of goodwill is included in the determination of
the gain or loss on disposal.
Other intangible assets
Other intangible assets are measured initially at cost and are amortised on a straight-line basis over
their estimated useful lives.
The carrying amount is reduced by any provision for impairment where necessary.
On a business combination, as well as recording separable intangible assets already recognised
in the balance sheet of the acquired entity at their fair value, identifiable intangible assets that are
separable or arise from contractual or other legal rights are also included in the acquisition balance
sheet at fair value.
Amortisation is charged within administrative expenses in the consolidated statement of
comprehensive income so as to write off the cost or valuation of assets over their estimated useful
lives, on the following basis:
Intangible assets arising on acquisitions
Brands
Customer relationships
7 years straight line
7 years straight line
Land and buildings are held for use in the production or supply of goods and services, or for
administrative purposes and are stated in the balance sheet at cost less accumulated depreciation
and impairment losses.
Plant and equipment are stated at cost less accumulated depreciation and any recognised
impairment loss.
Depreciation is charged so as to write off the cost of assets less any residual value, other than land,
over their estimated useful lives, using the straight line method, on the following bases:
Land and Buildings:
Freehold premises
(Northamber)
Freehold premises
(Anitass Ltd)
Plant and equipment
4% on freehold buildings, freehold improvements 25% straight line
2.5% on freehold buildings, freehold improvements 25% straight line
25% straight line
The gain or loss arising on the disposal or retirement of an asset is determined as the difference
between the sales proceeds and the carrying amount of the asset and is recognised in profit or loss.
Material residual value estimates are updated as required, but at least annually.
Impairment of tangible and intangible assets
At each balance sheet 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 the asset does not generate cash flows
that are independent from other assets, the Company estimates the recoverable amount of the cash
generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value
in use, the estimated future cash flows are discounted to their present value using a pre tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the
asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash generating unit) is estimated to be less than its
carrying amount, the carrying amount of the asset (or cash generating unit) is reduced to its
recoverable amount. An impairment loss is recognised as an expense immediately, unless the
relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a
revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset (cash generating
unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset (cash generating unit) in prior years. A reversal of an impairment
loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in
which case the reversal of the impairment loss is treated as a revaluation increase.
50
51
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Inventories
(ii) Financial liabilities
Inventories are stated at the lower of cost and net realisable value. Cost is on the FIFO basis and
comprises finished goods and goods for resale. Net realisable value represents the estimated selling
price less costs to be incurred in marketing, selling and distribution.
Cost of inventories is based on original cost as amended by credits subsequently received or agreed
with suppliers in respect of specific products. The provision for obsolete and slow moving stock is
determined by frequent and regular reviews of stock, its ageing and rate of sale. Provisions are made
which enable such obsolete stock as not returned to suppliers and slow moving stock to be sold at
no loss.
Investments
Investments in subsidiaries are held at cost less any provision for impairment.
Financial instruments
(i) Financial assets
The Group has one class of financial asset that is recorded at amortised cost as detailed below.
These assets, which are held to collect, arise principally from the provision of goods and services
to customers (e.g. trade receivables). Impairment provisions for current and non-current trade
receivables are recognised based on the simplified approach with IFRS 9 using a provision matrix in
the determination of the lifetime expected credit losses. During this process, the probability of the
non-payment of the trade receivables is assessed. The probability is then multiplied by the amount
of the expected loss arising from default to determine the lifetime expected credit loss for the trade
receivables.
For trade receivables, which are reported net, such provisions are recorded in a separate provision
account with the loss being recognised within administrative expenses in the consolidated
statement of comprehensive income. On confirmation that the trade receivables will not be
collectable, the gross carrying value of the asset is written off against the associated provision.
Impairment provisions for receivables from related parties and loans to related parties are recognised
based on a forward looking expected credit loss model. The methodology used to determine the
amount of the provision is based on whether there has been a significant increase in credit risk since
initial recognition of the financial asset. For those where the credit risk has not increased significantly
since initial recognition of the financial asset, twelve month expected credit losses along with gross
interest income are recognised. For those for which credit risk has increased significantly, lifetime
expected credit losses along with the gross interest income are recognised. For those that are
determined to be credit impaired, lifetime expected credit losses along with interest income on a net
basis are recognised.
The Group’s financial assets measured at amortised cost comprise trade and other receivables
and cash and cash equivalents in the consolidated statement of financial position. Cash and cash
equivalents include cash in hand, deposits held at call with banks and other short term highly liquid
investments.
The Group has one class of financial liability that is measured at amortised cost as detailed below.
Trade payables are initially recognised at fair value, net of any transaction costs directly attributable
to the issue of the instrument and are subsequently measured at amortised cost using the effective
interest method which ensures that any interest expense and associated finance costs over the
period to repayment is at a constant rate on the balance of the liability carried in the consolidated
statement of financial position. For the purpose of each financial liability, interest expense includes
initial transaction costs and any premium payable on redemption as well as any interest payable
while the liability is outstanding. Contingent deferred consideration is initially measured at fair value,
with subsequent changes recorded at fair value through profit and loss.
Equity instruments
Equity instruments issued by the Company are recorded at fair value on initial recognition net of
transaction costs.
Equity comprises the following:
Share Capital
Share Premium
Capital Redemption Reserve
redeemed and cancelled.
– represents the nominal value of equity shares.
– represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses
of the share issue.
– represents the nominal value of shares which have been
Retained Earnings
– represents all current and prior period retained profits & losses.
The transaction costs of an equity transaction are accounted for as a deduction from equity (net of
any related income tax benefit) to the extent that they are incremental costs directly attributable to
the equity transaction that otherwise would have been avoided. The costs of an equity transaction
that is abandoned are recognised as an expense.
Where the Company purchases the Company’s equity share capital (treasury shares), the
consideration paid including any directly attributable incremental costs is deducted from equity
attributable to the Company’s equity holders until the shares are cancelled or re-issued.
Where shares are cancelled a corresponding transfer of the nominal value of the shares cancelled is
made to the capital redemption reserve.
Capital management
The Group’s capital comprises equity, and its objectives when managing capital are to safeguard
the Group’s ability to continue as a going concern in order to provide returns to shareholders and to
maintain an optimal capital structure.
In order to manage the capital structure the Group can adjust the amount of dividends paid to
shareholders, purchase the Company’s shares, return capital to shareholders or issue new shares.
In line with Group policy, the group has no external debt finance hence gearing is not measured. The
company has paid final and interim dividends in the year.
Equity comprises the items detailed within the principal accounting policy for equity and financial
details can be found in the statement of financial position. The company adheres to the capital
maintenance requirements set out in the Companies Act 2006.
52
53
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
4. Profit from operations
Operating profit is stated after (crediting)/charging:
Foreign exchange (gain)
Depreciation of property, plant and equipment
Amortisation of intangible assets
Amounts written off inventory
Short term lease charges – land and buildings
Fees paid to the company’s auditor
for the audit of the company annual financial statements
for the audit of subsidiary undertakings
Employee benefit expense
2021
£’000
2020
£’000
(224)
350
56
-
-
84
15
4,635
(17)
228
-
11
171
57
11
3,911
No profit and loss account for Northamber plc has been presented as permitted by Section 408 of
the Companies Act 2006.
The retained profit for the financial year dealt with in the financial statements of the parent company,
Northamber plc, was £338,000 (2020: loss of £181,000) and is stated after taxation.
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Going Concern basis
The going concern basis of preparing the financial statements has been adopted as in the view of
the directors, as set out in the notes on Corporate Governance, the company has adequate resources
to continue in operational existence for the foreseeable future. Please see Corporate Governance
Report for further information on Page 28.
Segmental reporting
Management has determined that there is only one operating segment of the group as the total
business of the company is the sourcing and distribution of computer related products and this is
how information is reported to the Chief Operating Decision Maker. The board in carrying out its
strategic planning and decision making has, necessarily, to take consideration of the inter relatedness
of the product range and the customer base and thus treat the operations of the group as a
whole. All decisions on the allocation of resources impacts on all aspects of the group. Information
presented to the Chief Operating Decision Maker is the same as is reported in these financial
statements.
Leases
Leases of low-value assets or short-term leases are immediately expensed in profit or loss.
3. Revenue
Although the sales of the group are predominantly to the UK there are sales to other countries and
the following table sets out the split of the sales for the year. Revenue is attributed to individual
countries based on the location of the customer.
Revenues comprise:
Revenue from contracts with customers – UK
Revenue from contracts with customers – Other
2021
£’000
59,137
872
60,009
2020
£’000
52,391
444
52,835
Revenue from contracts with customers comprises sale of goods which are recognised at a point in
time and relate to electrical or electronic products. Service revenues are immaterial.
Revenues are stated after discounts, rebates and price reductions. Customers only have a right to
return goods in accordance with contractual terms. Warranties are provided directly by the Group’s
suppliers to the Group’s customers. Payment terms are varying between 30 and 90 days.
No customer accounted for more than 10% of the group’s revenue for the year.
All non-current assets are located in the country of domicile.
54
55
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
5. Staff costs
The average monthly number of persons (including executive directors) employed by the group and
company during the year was:
Sales
Administration
Warehouse
Engineering
Their aggregate remuneration comprised:
Staff costs:
Wages and salaries
Social security costs
Pension costs
Other benefits
2021
Number
55
32
14
1
102
2021
£’000
4,086
435
90
24
4,635
2020
Number
42
31
13
2
88
2020
£’000
3,445
353
81
32
3,911
All pension costs relate to defined contribution schemes.
Included in the above is key management personnel compensation as set out below. Full details
of director’s remuneration are set out in the Report to Shareholders by the Board of Directors’
Remuneration on page 20. The company has identified the key management personnel as the
executive and non-executive directors and all their remuneration received amounts to short-term
employment benefits except for pension contributions.
Remuneration
Salaries and Fees
Social security costs
Pension costs
Benefits
2021
£’000
2020
£’000
294
29
19
28
370
204
17
12
18
251
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
6. Exceptional items
Exceptional items comprise:
Profit from sale of Property
Less: Legal and professional fees
Net Profit on sale of property
Acquisition costs in relation to AVM Limited
Total exceptional income
7.
Tax on profit on ordinary activities
Current taxation
Charge for the year
Group
2021
£’000
-
-
-
-
-
2021
£’000
48
48
Group
2020
£’000
10,982
(178)
10,804
(220)
10,584
2020
£’000
1,413
1,413
The charge for the year can be reconciled to the profit per the Statement of comprehensive income
as follows:
Profit on ordinary activities before tax
Tax at the UK corporation tax rate of 19.00% (2020:19.00%)
Profit on disposal of fixed assets
Capital gain
Non-deductible expenses
Sundry items
Use of post April 2017 losses brought forward
Total actual amount of charge for the year
2021
£’000
385
73
(2)
-
38
-
(61)
48
Group
2020
£’000
9,925
1,886
(1,939)
1,624
42
(32)
(168)
1,413
The corporation tax rate for the year ended 30 June 2021 was 19%. During the year, it was announced
in the Budget on 3 March 2021 the rate of corporation tax would be increased to 25% with effect
from 1 April 2023. The effect of this change would not be material. Legislation is intended to be
included in the Finance Bill 2021 to effect this change.
The Group has tax losses of £3,376,000 (2020: £3,723,000) to carry forward. No deferred tax asset is
recognised in respect of the losses, this is due to this being the first year in a while, pre-exceptional
operating profits have been achieved.
56
57
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
8. Dividends
Amounts recognised as distribution to equity holders in the period:
Dividends paid in year
Final – for year ended
30 June 2020 and 30 June 2019
Interim – for year ended
30 June 2021 and 30 June 2020
Proposed final for the year ended
30 June 2021 and 30 June 2020
2021
Pence Per
Share
£’000
2020
Pence Per
Share
£’000
0.30
0.30
0.60
0.40
82
81
16
109
0.30
0.30
0.60
0.30
82
82
164
82
The proposed final dividend is subject to approval at the Annual General Meeting and has not been
included as a liability in these financial statements.
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
10. Property, plant and equipment
Group
Cost
At 1 July 2019
Additions
Disposals
At 30 June 2020
Depreciation
At 1 July 2019
Depreciation charge for the year
Disposals
At 30 June 2020
Land and
Buildings
£’000
Plant and
Equipment
£’000
2,574
4,900
-
7,474
1,003
96
-
1,099
1,427
720
(975)
1,172
1,206
132
(975)
363
Total
£’000
4,001
5,620
(975)
8,646
2,209
228
(975)
1,462
9. Profit per ordinary share
Net book value at 30 June 2020
6,375
809
7,184
The calculation of the basic and diluted earnings per share is based on the following data:
Profit for the year attributable to equity holders of the parent company
Number of shares
2021
£’000
337
2020
£’000
8,512
2021
Number
2020
Number
Weighted average number of ordinary shares for the purpose of basic
earnings per share and diluted earnings per share
27,231,586
27,316,175
Basic and diluted earnings per share is calculated by dividing the earnings attributable to ordinary
shareholders by the weighted average number of ordinary shares in issue during the year.
Net assets per share, as disclosed within the summary of the last five years of trading, is calculated by
dividing the net assets as disclosed in the consolidated statement of financial position by the number
of ordinary shares in issue at the year end.
Group
Cost
At 1 July 2020
Additions
Disposals
At 30 June 2021
Depreciation
At 1 July 2020
Depreciation charge for the year
Disposals
At 30 June 2021
7,474
-
-
7,474
1,099
142
-
1,241
1,172
249
(33)
1,388
363
208
(29)
542
8,646
249
(33)
8,862
1,462
350
(29)
1,783
Net book value at 30 June 2021
6,233
846
7,079
58
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
11. Property, plant and equipment
12. Goodwill and intangible assets
Company
Cost
At 1 July 2019
Additions
Disposals
At 30 June 2020
Depreciation
At 1 July 2019
Depreciation charge for the year
Disposals
At 30 June 2020
Net book value at 30 June 2020
Cost
At 1 July 2020
Additions
Disposals
At 30 June 2021
Depreciation
At 1 July 2020
Depreciation charge for the year
Disposals
At 30 June 2021
Net book value at 30 June 2021
Land and
Buildings
£’000
Plant and
Equipment
£’000
2,574
-
-
2,574
1,003
56
-
1,059
1,515
2,574
-
-
2,574
1,059
56
-
1,115
1,459
1,427
87
(975)
539
1,206
75
(975)
306
233
539
81
(29)
591
306
88
(29)
365
226
Total
£’000
4,001
87
(975)
3,113
2,209
131
(975)
1,365
1,748
3,113
81
(29)
3,165
1,365
144
(29)
1,480
1,685
Goodwill
£000
Brands
£000
Customer
Relationships
£000
Cost
At 1 July 2019
Arising on acquisition
At 30 June 2020 and 30 June 2021
Amortisation and impairment
At 1 July 2020 and 1 July 2019
Amortisation during the year
At 30 June 2021
Carrying Amount
At 30 June 2021
At 30 June 2020
-
1,025
1,025
-
-
-
1,025
1,025
-
63
63
-
(9)
(9)
54
63
-
333
333
-
(47)
(47)
286
333
Total
£000
-
1,421
1,421
-
(56)
(56)
1,365
1,421
The group tests goodwill annually for impairment or more frequently if there are indications that
goodwill might be impaired.
The recoverable amount of the CGU is based on a value in use calculation using cash flow projections
over a 6 year period, including the latest one year forecast approved by the board. A 6 year period
has been used as the directors believe this is an appropriate period to reflect cash flows based on a
1 year expected transition period for the impact of Covid-19 and a 5 year economic cycle thereafter.
The one year forecast is prepared considering expectations based on market knowledge, and
financial performance since the date of acquisition. The remaining years are based on anticipated
sales over an economic cycle, together with historical financial performance. A terminal value is used
as the basis for the final year.
60
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Key assumptions used in value in use calculation
13.
Inventories
The key assumptions for the value in use calculation are those regarding:
Goods for resale
Group
2021
£’000
8,468
2020
£’000
5,948
Company
2021
£’000
7,681
2020
£’000
5,304
• pre-tax discount rate;
•
• operating profit margins.
revenue; and
Pre-tax discount rate
The group’s post-tax weighted average cost of capital has been used to calculate a group pre-tax
discount rate of 22.5%, which reflects current market assessments of the time value of money for the
period under review and the risks specific to the group.
Revenue
Revenue assumptions in the one year forecast are derived from expectations based on market
knowledge, and the financial performance since the date of acquisition. Future year revenue
levels are based on anticipated opportunities over an economic cycle. The average number of
opportunities over the period is in line with historical levels.
The Audio Visual market has been impacted by Covid-19, therefore management have factored
this into forecasts and expect there to be one year transition period for the impact of Covid-19 to
diminish hence growth rates are high in Year 1 and Year 2. Management then expects revenue to
return to pre-Covid-19 levels. Once normal trading has returned, management’s forecasts are based
on the business plan when the business was acquired.
The revenue growth rate used in Year 1 is 40% and thereafter the average annual revenue growth
rates are 11%. The calculation is based on stable growth in years 2 to 5 averaging 12% and reduced
growth rates in year 6 of 5%.
Operating profit margins
Operating profit margins in the one year forecast are derived from the expected gross margin and
the overhead cost base. Gross margins over the extrapolation period are 20%, which is based on
historical financial performance and expectations of future market developments.
Operating profit margins average 4% over the period.
Sensitivity to changes in assumptions
There is headroom in the value in use calculation compared to the carrying value of the CGU. AVM
has a recoverable amount of £2.45 million (2020: £2.14 million) exceeds its carrying amount by £0.35
million (2020: £0.04 million).
If any one of the following changes were made to the above key assumptions, the carrying amount
and recoverable amount would be equal.
• Discount rate increase from 22.5% to 25%
•
•
Revenue falls by 2% each year on the above revenue growth rates
If overhead growth is 2% higher than forecast
62
Cost of sales include £52,200,000 (2020: £47,357,000) inventory expensed in the year’s statement of
comprehensive income. An impairment charge of Nil is recognised in cost of sales (2020: £11,000
credit). A provision against slow moving stock has been included amounting to £234,000 (2020:
£187,000).
14. Trade and other receivables
Group
2021
£’000
2020
£’000
Company
2021
£’000
2020
£’000
Trade receivables
Less provision for impairment of receivables
10,531
(268)
Net trade receivables
Intercompany receivables
Prepayments and other receivables
10,263
-
490
10,753
6,990
(291)
6,699
-
1,051
7,750
10,144
(250)
9,894
824
450
11,168
6,754
(268)
6,486
731
1,023
8,240
The directors do not consider the fair value of trade and other receivables to be significantly different
from their carrying values. The directors have used historical experience of collecting receivables,
supported by the level of default (non-payment from customer), together with forward looking
information to determine that credit risk is very low.
The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a
lifetime expected credit loss provision for trade receivables. To measure expected credit losses on a
collective basis, trade receivables are assessed based on similar credit risk and ageing. The expected
loss rates are based on the Group’s historical credit losses experienced over the three year period
prior to the year end. The historical loss rates are then adjusted for current and forward-looking
information on macroeconomic factors affecting the Group’s customers. Credit insurance forms a key
part of the credit risk management strategy.
Trade receivables that are more than three months past due are reviewed for impairment on an
individual basis including consideration of previous payment history and the ongoing relationship
with the customer.
Trade receivables older than credit terms
Ageing of past due receivables are as follows:
0-30 days past due
30 - 60 days past due
60 - 90 days past due
90+ days past due
Group
Company
2021
£’000
142
17
4
353
516
2020
£’000
113
44
10
291
458
2021
£’000
115
16
4
353
488
2020
£’000
71
39
10
291
411
63
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Trade and other receivables impairment provision
15. Cash and cash equivalents
Balance at beginning of period
Amounts written off as uncollectable
Increase in impairment loss provision
Group
Company
2021
£’000
291
(42)
19
268
2020
£’000
136
(4)
159
291
2021
£’000
268
(42)
24
250
2020
£’000
136
(4)
136
268
The Group impairment provision consists of a specific provision of £242,000 and a general provision
of £26,000. The Company impairment provision consists of a specific provision of £235,000 and a
general provision of £15,000.
The maximum exposure to credit risk at the reporting date is the carrying value of each class of
receivable mentioned above. The group does not hold any collateral as security.
Credit risk is deemed a risk due to default in payment. The Group’s exposure to credit risk is
influenced mainly by the individual characteristics of each customer. However, management also
considers the factors that may influence the credit risk of its customer base, including the default risk
associated with the industry. Receivables are written off where it is considered there is no chance of
recoverability generally due to the cessation of trade of a customer.
The Group has established a credit policy under which each new customer is analysed individually
for creditworthiness before the Group’s standard payment and delivery terms and conditions are
offered. The Group’s review includes external ratings, if they are available, financial statements, credit
agency information, credit insurers recommendations and industry information.
Sale limits are established for each customer and reviewed regularly. Any sales exceeding those limits
require approval. The Group limits its exposure to credit risk from trade receivables by establishing a
maximum payment period of one and three months.
The Group uses credit insurance to mitigate against any potential risk of non-payment.
The Group establishes an allowance for impairment that represents its estimate of incurred losses in
respect of trade and other receivables
Group
2021
£’000
2020
£’000
Bank balances and cash in hand
7,449
10,968
Cash & cash equivalents in statement of cash flows 7,449
10,968
Company
2020
£’000
6,200
6,200
2019
£’000
4,700
4,700
16. Trade and other payables
Trade payables
Inter company payables
Other payables
VAT
Other tax and social security
Accruals and deferred income
Group
Company
2021
£’000
7,595
-
90
1,416
148
617
9,866
2020
£’000
5,082
-
83
1,201
135
442
6,943
2021
£’000
7,051
6,904
41
1,334
127
540
15,997
2020
£’000
4,750
3,059
39
1,057
116
419
9,440
The financial liabilities shown above are those which were outstanding at 30 June 2021. The average
credit period taken for trade payables is 44 days (2020: 33 days).
The directors consider that the fair values of trade and other payables are not materially different
from those disclosed above. Trade payables are not interest bearing.
The liquidity in trade and other payables is managed by the company through the management
of its cash resources as referred to in the Strategic Report, to ensure that for all practical purposes
creditors are paid in accordance with the credit terms agreed with the suppliers.
17. Share capital
Authorised shares of 1p each
At 30 June 2021 and 2020
Issued and fully paid shares of 1p each
At 30 June 2021 and 2020
Group and Company
£’000
Number
80,000,000
2,000
27,231,586
272
The company has one class of ordinary shares which carry no right to fixed income.
64
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATMENTS
FOR THE YEAR ENDED 30 JUNE 2021
18. Investment in group companies
Company
Cost
At 1 July
Loan repayment
Addition
At 30 June
2021
£’000
2020
£’000
2,135
6,588
-
-
2,135
(6,588)
2,135
2,135
In the opinion of the directors, the value of the company’s investments is not less than the amount
included in the company statement of financial position.
Name
Anitass Limited
Audio Visual Material Limited
Solution Point Limited
Solution Technology Limited
Thripple-Thrift Limited
Country of
Incorporation % owned
England
England
England
England
England
100
100
99
100
100
Status
Operational
Operational
Dormant
Dormant
Dormant
The registered office of all of these companies is detailed on page 30.
19. Capital commitments
There were no capital commitments at 30 June 2021 (2020: £Nil).
20. Related party transactions
Mr A.M. Phillips is the ultimate controlling party of the company.
During the year, the company paid £300,000 (2020: £38,000) rent to Anitass Limited, a wholly owned
subsidiary. At the year- end Northamber plc owed Anitass Limited £6,904,000 (2020: £3,059,000).
During the year, the company received £46,500 (2020: Nil) rent and £93,000 (2020: £42,500)
management charge from Audio Visual Material Limited “AVM”, a wholly owned subsidiary.
During the year AVM purchased £432,000 worth of goods from Northamber Plc and Northamber Plc
purchased £96,000 worth of goods from AVM. AVM owed £824,000 (2020: £731,000).
During the year the company paid £Nil (2020: £6,600) for administrative and support work to
Bernadette Henry, the wife of the Operational Director Mr. John Henry. In the directors’ opinion the
payments are on an arm’s length basis.
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2020
21. Events after the reporting date
There were no significant events after the reporting date.
22. Contingent liabilities
In order for the Company’s subsidiary, Anitass Limited, to take the audit exemption in section 479A
of the Companies Act 2006, the Company has guaranteed all outstanding liabilities of that
subsidiary company. at 30 June 2021 until those liabilities are satisfied in full.
23. Financial instruments exposure
Trade and other receivables, cash and cash equivalents, and trade and other payables are measured
at amortised cost. The accounting policies applied are set out in note 2. The carrying amounts of
financial assets and liabilities as at 30 June 2021 are categorised below.
The interest rate exposure of the financial assets and liabilities of the group and company as at 30
June 2021 is shown in the table below. The table includes trade receivables and payables as these do
not attract interest and are therefore subject to fair value interest rate risk.
Based on exposure at the reporting date, currency movements are not considered likely to have a
material effect on profits or equity.
Note 14 above refers to further matters relating to credit risk as does the Strategic Report under the
heading of Financial Risk.
Group – Year ended 30 June 2021
Financial assets at amortised cost
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
Floating
£’000
Zero
£’000
Total
£’000
5,931
1,098
420
-
7,449
-
-
-
10,263
10,263
Floating
£’000
Zero
£’000
-
-
-
-
-
5,736
1,435
423
90
7,684
5,931
1,098
420
10,263
17,712
Total
£’000
5,736
1,435
423
90
7,684
66
67
NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
Company – Year ended 30 June 2020
Financial assets – at amortised cost
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Inter Company payables
Other payables
Total
Maturity of Financial Instruments
Floating
£’000
Zero
£’000
Total
£’000
4,386
208
106
-
4,700
-
-
-
6,486
6,486
4,386
208
106
6,486
11,186
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
3,931
592
227
2,328
39
7,117
3,931
592
227
2,328
39
7,117
All financial liabilities are classified as current and are due within 60 days.
There is no material difference between the fair value and book value of financial instruments.
Group _ Year ended 30 June 2020
Financial assets at amortised cost
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Other payables
Total
Company – Year ended 30 June 2021
Financial assets – at amortised cost
Cash and cash equivalents:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Trade and other receivables
Total
Financial liabilities at amortised cost
Trade payables:
Sterling
US Dollars (Sterling equivalent)
Euros (Sterling equivalent)
Inter Company payables
Other payables
Total
Floating
£’000
Zero
£’000
Total
£’000
10,654
208
106
-
10,968
-
-
-
6,719
6,719
Floating
£’000
Zero
£’000
-
-
-
-
-
4,263
592
227
83
5,165
10,654
208
106
6,719
17,687
Total
£’000
4,263
592
227
83
5,165
Floating
£’000
Zero
£’000
Total
£’000
4,682
1,098
420
-
6,200
-
-
-
9,894
9,804
Floating
£’000
Zero
£’000
-
-
-
-
-
5,193
1,435
423
6,080
41
13,172
4,682
1,098
420
9,894
16,094
Total
£’000
5,193
1,435
423
6,080
41
13,172
The directors estimate that an increase or decrease in annual average interest rates of 0.5% would
increase/decrease profit before tax by approximately £46,000 (2020: £36,000).
68
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2021
24. Acquisitions
In the prior year, on 31 January 2020, the Group acquired 100% of the issued share capital of Audio
Visual Material Limited (“AVM”). AVM is a specialist distributor of audio visual hardware and services.
AVM was acquired to extend the Group’s offering into the audio visual market and accelerates the
Group’s evolution towards higher Gross margins.
The acquisition develops a new customer base for the Group, complements the existing customer
base and provides the Group with additional market share in the significant audio visual market
sector.
The amounts previously recognised in respect of the identifiable assets acquired and liabilities
assumed are set out below:
Net assets acquired
Intangible Asset – Brand
Intangible Asset – Customers relationships
Property, plant and equipment
Stock of finished goods
Trade and other receivables
Trade and other payables
Total identifiable assets
Satisfied by:
Consideration under IFRS 3
Cash consideration
Goodwill
Cash outflows arising on acquisition
Cash consideration
Book
value
£’000
-
-
250
589
555
(680)
714
Fair
value
adjustments
£’000
63
333
-
-
-
393
Fair
value
£’000
63
333
250
589
555
(680)
1,110
2,135
1,025
2,135
In the prior year, acquisition costs of £220,000 were charged to the statement of comprehensive
income as a transaction cost.
The acquisition accounting was reassessed after 12 months with no adjustments required.
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of Northamber plc will be held at the Company’s
warehouse & logistics complex, Unit 3, Pagoda Park, Westmead Industrial Estate, Westmead Drive,
Swindon, SN5 7UN on 21 December 2021 at 12 noon for the following purposes:
1. To receive and adopt the company’s accounts for the year ended 30 June 2021 and the directors’ and
auditors’ reports thereon.
2. To propose the following ordinary resolution: That the directors’ remuneration report for the year
ended 30 June 2021 be received and approved.
3. To declare a dividend on the ordinary shares of the company.
4. Re-elect Mr G.P. Walters as a director.
5. To elect Mr Antony Lee as a director.
6. To elect Mr Riccardo Reggio as a director.
7.
To re-appoint Mazars LLP as auditors and to authorise the directors to fix their remuneration.
ORDINARY RESOLUTION
8. THAT, the directors be generally and unconditionally authorised to allot equity securities (as defined
by Section 560 of the Companies Act 2006 (the “Act”), up to an aggregate nominal amount of
£90,771(such amount to be reduced by the nominal amount of any Relevant Securities allotted under
paragraph 10 below) in connection with an offer by way of a rights issue:
(a)
(b)
to holders of ordinary shares in proportion (as nearly as may be practicable) to their respective
holdings; and
to holders of other equity securities as required by the rights of those securities or as the
directors otherwise consider necessary, but subject to such exclusions or other arrangements
as the board may deem necessary or expedient in relation to treasury shares, fractional
entitlements, record dates, legal or practical problems in or under the laws of any territory or
the requirements of any regulatory body or stock exchange;
SPECIAL RESOLUTIONS
9. THAT, the directors be authorised to allot equity securities pursuant to Resolution 8 above up to an
aggregate nominal amount of £27,231 as if Section 561 of the Act (existing shareholders’ rights of
pre-emption):
(a) did not apply to the allotment, or
(b) applied to the allotment with such modifications as the directors may determine
(c) provided that this authority shall, unless renewed, varied or revoked by the company, expire on
the 18 March 2023 or, if earlier, the date of the next Annual General Meeting of the company
save that the company may, before such expiry, make offers or agreements which would or
might require equity securities to be allotted and the directors may allot equity securities in
pursuance of such offer or agreement notwithstanding that the authority conferred by this
resolution has expired.
10. THAT the company be and is hereby unconditionally and generally authorised to make market
purchases (within the meaning of Section 693(4) of the Act of ordinary shares of 1p in the capital of
the company, provided that:
(a)
the maximum number of shares hereby authorised to be acquired is 2,723,158 representing 10
per cent of the present issued share capital;
(b)
the minimum price which may be paid for such shares is 1p per share (exclusive of all expenses);
70
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 | NORTHAMBER
NOTICE OF MEETING (continued)
(c)
(d)
(e)
the maximum price which may be paid for such shares is, in respect of a share contracted to be
purchased on any day, an amount (exclusive of expenses) equal to 105 per cent of the average
middle market quotations of the ordinary shares of the company as derived from the Daily
Official List of The London Stock Exchange on the 10 dealing days immediately preceding the
day on which the shares are contracted to be purchased;
the authority hereby conferred shall (subject to sub-clause (e) below) expire on the date of the
next Annual General Meeting of the company after the passing of this resolution; and
the company may make a contract to purchase its own shares under the authority hereby
conferred prior to the expiry of such authority which will, or may be, executed wholly or partly
after the expiry of such authority, and may make a purchase of its own shares in pursuance of
any such contracts.
By Order of the Board
S. Yoganathan
Company Secretary
Registered Office:
Namber House
23 Davis Road,
Chessington,
Surrey,
KT9 1HS
Notes:
(1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and, on
a poll, vote instead of him or her. A proxy need not be a member of the company. Completion and
return of a form of proxy will not prevent a member from attending and voting at the meeting.
(2) The instrument appointing a proxy and the power of attorney (if any) under which it is signed must
be deposited at the offices of the registrars of the company, not less than forty-eight hours before
the time of the meeting.
(3) There will be available for inspection at the registered office of the company during normal business
hours from the date of this Notice until the date of the Annual General Meeting and, at the place of
the Annual General Meeting, from at least fifteen minutes prior to and until the conclusion of the
Annual General Meeting:
copies of the executive directors’ service agreements with the company;
the Register of Directors’ Interests;
(a)
(b)
(c) a copy of the current Articles of Association of the Company.
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NORTHAMBER | REPORT & ACCOUNTS FULL YEAR ENDED 30 JUNE 2021 northamber
Northamber plc • Namber House • 23 Davis Road • Chessington • Surrey • KT9 1HS
UK Telephone: (+44) 020 8296 7000 • Fax: (+44) 020 8296 7060 • www.northamber.com