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REPORT & ACCOUNTS | Full results for the year ended 30th June 2023
Head Office,ChessingtonBasingstoke OfficeWarehouse, SwindonHead Office,ChessingtonBasingstoke OfficeWarehouse, Swindon CONTENTS
Summary Information
Strategic Report:
- Chairman’s Statement
- Strategy and performance
Report of the Directors
4
5-6
7-12
13-16
Report to Shareholders by the Board on Directors’ Remuneration
17-18
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
19-26
27
28
29-35
36
37-38
39-40
41-42
43-67
68-69
3
SUMMARY INFORMATION
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.
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
Years ended 30 June
2023
£’000
67,149
(411)
(1.51)p
87.7p
0.6 p
2022
£’000
66,260
(447)
(1.64)p
89.8p
0.7 p
2021
£’000
60,009
385
1.24p
92.1p
0.6p
2020
£’000
52,835
9,925
31.16p
91.5p
0.2p
2019
£’000
50,329
(598)
(2.17)p
60.8p
0.2p
Revenue
(Loss)/Profit before tax
(Loss)/Earnings per share
Net Assets per share
Dividends paid per share (net)
4
NORTHAMBER PLC
CHAIRMAN’S STATEMENT
Results
Against a challenging backdrop, we are pleased to share that we have continued to grow revenue year on year
by £890k from £66.26m to £67.15m whilst also growing gross margins from 12.8% to 13.3%. This served to
generate a continued increase in gross margins of £0.43m year on year to £8.91m (5% increase year on year)
and reflected our continued focus on evolving our product mix towards higher margin, more technical products
through Northamber and AVM.
As mentioned in my last statement, we expanded our Audio Visual (AV) unit into Unified Communications and
Collaborations (UC&C) during the first half of the year with a new partnership with Yealink who are a
significant brand in the Microsoft Teams Room and Zooms room space. This new partnership allowed us to
access a significant new UC&C market for our existing reseller customers as well as bring existing products
from our Audio Visual and Infrastructure Solutions business units to a wider market. The addition of ViewSonic
in H2 to our Audio Visual Business Unit also helped provide growth opportunities.
Despite sales and gross margin growth for the year, performance in some of our focus areas remained impacted
by softer demand due to deferred purchasing decisions by some end users as they chose to defer non essential
spend in the face of inflationary pressures and continuing economic uncertainty. Our strategy remains to focus
on building the best Proactive, Technical distribution company in our focus technology areas of Audio Visual,
Network Security & Infrastructure, Document Management & Peripherals as we remain confident we can
deliver significant long term value and growth in these segments for our partners and shareholders.
Inflationary pressures combined with our continued investment in developing the team for our growth ambitions
led to distribution costs increasing from £5.6m to £5.9m. Likewise, our administration costs increased from
£3.4m to £3.5m due to inflationary pressures. Some of these cost increases we would hope to be non-recurring
or reduced moving forward such as an exceptional £110k bad debt write off for the year (up from £62k prior
year), £110k for Electricity and Gas (up from £66k prior year and despite the Company installing solar panels at
our Swindon Warehouse at the start of the fiscal year) and cost of living pressure on wages (£6.15m up from
£5.67m).
It is frustrating that inflationary factors increasing distribution and administration costs have impacted the Group
despite Gross Margin growth. The Group remains committed to proactively working to reduce these costs as
best it can.
As part of our focus on profitable scalability and efficiency drive, after the period end, the Group implemented a
new company wide ERP system at a committed capital investment of £278k. Whilst this new system will cause
some initial disruption in H1 FY24 whilst it is rolled out in a phased approach across the half, this new system
will allow us to drive a stronger customer experience and better efficiency with automation so we would hope to
see a positive impact from this in H2 FY24 and onwards.
The net effect of these results were that Earnings Before Tax Amortisation and Depreciation but After Interest
was a modest £3k profit, compared with a loss of £54k the prior year. At an operating level this delivered a loss
before tax for the year of £411k versus a loss of £447k last year.
We feel strongly, however, that to drive significant long term profitable growth it is important that we continue
to invest for the future, albeit these investments are measured against the ability to generate value.
Financial Position
We remain diligent in managing our balance sheet and were pleased to be able to remain debt free. Cash
reserves at year end increased to £5.6 million from £4.7 million at 30 June 2022. This focus on cash levels
together with stronger interest rates available
5
NORTHAMBER PLC
CHAIRMAN’S STATEMENT (continued)
yielded a benefit of £81k of interest, up from £5k the prior year. We look to balance the value of cash in the bank
with the need to provide flexible stock for our partners and consciously review this on an ongoing basis. Tied to
this approach, we disposed of an office building in Lightwater in H1 that was no longer core to our operation for
a consideration of £1.48 million and moved Audio Visual Material Ltd into a new leased office together with our
Audio Visual business unit in Basingstoke.
With Net Assets at £23.9 million, including two unencumbered freehold properties, the Group’s overall financial
position remains very sound.
Net Assets at 87.7p per share are considerably in excess of the average price of the ordinary shares throughout the
period.
Board changes
In July 2022, Peter Dosanjh joined the Board as a director. Peter has over 25 years' experience within B2B AV
and IT hardware resellers alongside AV distribution.
Geoff Walters stood down as a non-executive director with effect from 31 December 2022.
Dividend
As in previous years, your Board has had regard to the strength of our debt free, tangible asset strong balance
sheet and is proposing the final dividend be 0.3p, at a total cost of £81,695. The dividend will be paid on 19
January 2024 to shareholders on the register as at 15 December 2023.
Staff
Our staff remain a key asset for the business and an area we continue to invest in. The team has continued to
work hard to support our partners and each other. Our plans remain to continue to invest in our evolving
business model by continuing to invest in building out the best team in the market to achieve our business
evolution.
We were pleased to be able to roll out a Company Share Ownership Plan as a long term incentive for all staff in
July 2023 (post year end), and see this as a way of rewarding the team who make an impact and drive our results
Outlook
In keeping with prior outlooks that we shared, we remain cautiously optimistic that the investments we have
made in supporting our partners will allow us to continue to drive growth of strategic business units. We have
yet to fully benefit from these investments, given the ongoing impact of COVID, forex movements and supply
chain issues which together with wider economic uncertainty due to rising interest rates, inflation and
subsequent cost of living impacts, necessarily mean we must remain cautious about the near term. We do feel
strongly, however, 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. The strength of our balance sheet allows us to continue to do what is best for the business
strategically and we continue to review organic and non-organic opportunities for growth which meet our strict
criteria and add value for our shareholders.
C.M.Thompson
Chairman
15 November 2023
6
NORTHAMBER PLC
STRATEGY AND PERFORMANCE
The Directors present their strategic report on the Group for the year ended 30 June 2023.
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.
1. The Group’s Strategy
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 purchases goods from manufacturers and sells these 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.
7
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
3. Key Performance Indicators (KPI’s)
The Group has an extensive management reporting system and uses a wide variety of information in its
everyday management of the business. 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
2022-23
67.15
13.26
87.7
2.20
2021-22
66.26
12.78
89.8
2.59
*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 1.34% to £67.15 million compared with last year with an increase in gross margin of 5%
from £8.47 million to £8.9 million.
Our cash balance at the end of the financial year was £5.5 million increased from £4.7 million.
Some 23.1% of the Net Assets comprise the carrying value of freehold properties, 23.1% cash and the
balance working capital. The Net Assets were 87.7p per share (2022: 89.8p per share) which represented
more than the average share price in the year.
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, credit risk, inventory risk and reputational risk. The Directors review and agree policies to deal with
each of these risks as summarised below.
8
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
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.
Reputational Risk
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.
9
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
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 26. 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.
Inflationary Risk
In line with most businesses, the Group has experienced rising supply prices due to the increases in energy
prices and market uncertainty due to interest rate rises and supply chain issues. Whilst the Group will aim to
pass on price rises this will cause uncertainty in demand. The Group believes that there is likely to be a
slowdown in demand for some of its products but believes that with its diverse range it can mitigate any
demand decreases.
7. Future Prospects
The 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
As per note 20 to the accounts the Company introduced a Company Share Ownership Scheme in July 2023.
10
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
Section 172 statement
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.
Following the periods of lockdown and subsequent home working in previous financial years, the Group
have adopted a hybrid working approach during the year for office based employees with employees required
to attend the office on Tuesdays, Wednesdays and Thursdays and working from home on Mondays and
Fridays. We also have a number of remote workers. We believe this flexible approach maximises efficiency
and allows us to attract the talent required regardless of location. We have continued to ensure that our
employees have appropriate equipment to enable them to operate efficiently when working from home and
that they have the collaboration tools 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.
11
NORTHAMBER PLC
STRATEGY AND PERFORMANCE (continued)
Suppliers
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.
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 have installed solar panels to power our warehouse and are looking
at solar power options for our other buildings.
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
P Dosanjh
Director
15 November 2023
12
NORTHAMBER PLC
REPORT OF THE DIRECTORS
The Directors have pleasure in presenting their report and the accounts for the year ended 30 June 2023.
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 which 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 2023.
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 19 to 26 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 2023
Ordinary dividends
Previous year’s final dividend paid
Interim paid
2023
£’000
2022
£’000
82
81
163
109
82
191
The final proposed dividend of 0.3p (2022: 0.3p) will be paid on 19 January 2024 to all members on the register
at the close of business on 15 December 2023.
Directors
Directors of the company who have served at any time during the year are listed on page 28.
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.
13
NORTHAMBER PLC
REPORT OF THE DIRECTORS (continued)
Share Capital
At 30 June 2023, the company had 27,231,586 (2022: 27,231,586) Ordinary shares of 1p each issued. The shares
have no special rights and there is no restriction on their voting rights.
Substantial Shareholdings
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 6 November 2023.
Mr A.M. Phillips
Herald Investment Management Limited
Worsley Investors Limited
Mr & Mrs J .Rockliff
Mrs F.Phillips
63.00%
7.37%
5.02%
3.68%
3.01%
Ordinary Shares of 1p each
Purchase of Own Shares
At the end of the year, the Directors had authority, under the shareholders’ resolutions of 21 December 2022 to
purchase through the market 2,723,158 (2022: 2,723,158) of the company’s ordinary shares at prices ranging
between 1p and 105% (2022: 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 20 December 2023, the date of the next Annual General
Meeting.
Auditors
In May 2023, Dains Audit Limited were appointed as the Group’s new external auditor, to commence their work
with the audit of the financial statements for the year ended 30 June 2023. Simultaneously, Mazars LLP resigned
by notice to the Group under section 516 of the Companies Act 2006 and has confirmed that there are no matters
connected with their resignation which they consider need to be brought to the attention of the members or
creditors of the Group for the purposes of section 519 of the Companies Act 2006. A resolution to reappoint Dains
Audit Limited as the Group’s auditors will be proposed at the forthcoming Annual General Meeting.
Employee Engagement
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.
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.
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.
14
NORTHAMBER PLC
REPORT OF THE DIRECTORS (continued)
Energy and carbon reporting
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.
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.
UK Energy Use
To 30 June 2023
To 30 June 2022
Consumption
Greenhouse
Gas (GHG)
Emissions Consumption
Greenhouse
Gas (GHG)
Emissions
Notes
(tCO2e)
(tCO2e)
Electricity
194.0, MWH
Gas
79.7, MWH
TOTAL
Methodology
40
15
55
212.0, MWH
355.6, MWH
49
72
121
Electricity consumed relates to routine
office and warehouse power
requirements
Gas used to fuel heating and hot water
boilers in office and warehouse
locations
• 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 0.207074 was applied,
being the UK Government’s Conversion Factor 2023 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 0.18293 was applied, being the UK
Government’s Conversion Factor 2023 for this sort of natural gas use. During the year the company
actively installed solar panels in its warehouse and has now moved away from any gas power.
• Motor Vehicles. The company owned one van and one petrol company car and one electric company
car for the year and one for part of the year so emissions are not included above as not considered
material.
Intensity Ratio
Tonnes of CO2e per total £m sales revenue during the year to 30 June 2023: 1.1 (2022: 1.8).
Energy Efficiency Activity
The business completed an installation of solar power to power the warehouse in Swindon in July 2022. The
Group is also investing in a scheme to provide electric cars as a salary sacrifice arrangement. The Group is mindful
of its environmental obligations and will examine opportunities to further cut its carbon emissions.
15
NORTHAMBER PLC
REPORT OF THE DIRECTORS (continued)
Customers and Suppliers
The Directors foster and maintain strong relationships with customers and suppliers as set out in the s172 Report
on pages 11 to 12.
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
15 November 2023
16
NORTHAMBER PLC
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION
The Group voluntarily provides the following Directors’ Remuneration Report
Remuneration Committee
The Remuneration Committee comprised the Non-Executive Directors Mr C.M. Thompson, Mr G.P. Walters
(until 31 December 2022) 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 in the year ended 30 June 2023.
Contracts of Service
The four executive Directors, Mr A.M. Phillips, Mr J.P. Henry, Mr A.R. Lee and Mr P. Dosanjh, have service
contracts. All four 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.
- Notice period – six months
Mr A.M. Phillips
- Notice period – six months
Mr J.P. Henry
Mr A.R. Lee
- Notice period – six months
Mr P. Dosanjh - 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.
17
NORTHAMBER PLC
REPORT TO SHAREHOLDERS BY THE BOARD ON DIRECTORS’
REMUNERATION (continued)
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
Salaries and
Fees
2023
£’000
2022
£’000
Benefits
Pension
Total
2023
£’000
2022
£’000
2023
£’000
2022
£’000
2023
£’000
2022
£’000
Executive
Mr P.Dosanjh (Appointed on 1
July 2022)
Mr J.P. Henry
Mr A.M. Phillips
Mr A.R. Lee
Non-Executive
Mr G.P. Walters(resigned on
31 December 2022)
Mr C.M. Thompson
Mr R. G. Reggio
114
100
33
100
10
61
20
-
100
50
100
20
57
20
-
13
7
11
-
-
-
-
14
8
10
-
-
-
1
10
10
10
-
-
-
-
10
10
10
-
-
-
115
123
50
121
10
61
20
-
124
68
120
20
57
20
438
347
31
32
31
30
500
409
The amounts above include £41,000 for IT consultancy fees paid to C Thompson (2022: £37,000).
For the year ended 30 June 2023 Mr A.M. Phillips has waived £67,000 of his salary (2022: £50,000).
Directors in office at 30 June 2023 had the following beneficial interests in the shares of the company:
Ordinary Shares of 1p each
30 June 2023
30 June 2022
Mr A.M. Phillips
Mr J.P. Henry
Mr A.R. Lee
Mr R. Reggio
Mr P.Dosanjh
Mr C.M. Thompson
17,154,874
-
-
-
1000
14,500
17,154,874
-
-
-
-
14,500
Between 30 June 2023 and 6 November 2023 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 6 November 2023 was 45.5p. The range of market prices during the
year was 51.5 p to 35.0p.
S. Yoganathan ACMA.
By order of the Board
15 November 2023
18
NORTHAMBER PLC
CORPORATE GOVERNANCE
The Corporate Governance Report forms part of the Directors’ Report included on pages 13 to 16.
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 Group’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 14 under Substantial Shareholdings, 82.08% of the shares are held by five parties, of
which Alexander Philips holds 63.00%, leaving only 17.92% 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.
Consider wider stakeholder and social responsibilities
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.
19
NORTHAMBER PLC
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 8 to 10. 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 4 executive and 2 independent Non-Executive Directors.
The biographies of the Directors are set out on page 28. Similarly, the method of establishing the effectiveness
and appropriateness of the Board is set out on page 25. 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 17 & 23.
20
NORTHAMBER PLC
CORPORATE GOVERNANCE (continued)
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 23.
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.
Evaluate Board performance
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 UK 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.
21
NORTHAMBER PLC
CORPORATE GOVERNANCE (continued)
Governance Structures and Processes
The Corporate Governance structure and processes are set out on pages 19 to 26.
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 17 to 18.
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 four executive
and two Non-Executive Directors (three up to 31 December 2022). Biographical details of each director in office
during the year appear on page 28.
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, one third of the Directors offer themselves for re-election
every year.
22
NORTHAMBER PLC
CORPORATE GOVERNANCE (continued)
Non-Executive Directors
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 28, 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 Attended
Mr Alexander Michael Phillips
Mr John Phelim Henry
Mr Antony Richard Lee
Mr Colin Mark Thompson
Mr Peter Dosanjh
Mr Riccardo Reggio
Mr Geoffrey Paul Walters (resigned
31 December 2022)
Audit Committee
4
4
4
4
4
4
1
4
4
4
4
4
4
1
The Audit Committee, currently chaired by Mr Riccardo Reggio, comprised the two 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.
23
NORTHAMBER PLC
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 2022 annual report and financial statements and the December 2022 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 2022 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 appoint the external auditors Dains Audit Limited following a competitive
tender process
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.
Dains Audit Limited 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.
24
NORTHAMBER PLC
CORPORATE GOVERNANCE (continued)
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 to manage
its business risks appropriately despite the current economic outlook.
In carrying out their duties in respect of going concern, the Directors in September 2023 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
a review of the current market and relevant downsides due to inflationary and cost of living pressures together
with the global economy. The Board are confident that with the strong balance sheet and cash position all working
capital requirements will be met. 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.
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.
25
NORTHAMBER PLC
CORPORATE GOVERNANCE (continued)
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 during the financial year. The conclusion of this review
was that the Group’s IT and EWRP systems should be modernised to improve the systems, operations and internal
controls. Following the year end the company has committed to the installation of a new ERP, warehouse
management and accounting system which it believes will drive efficiencies within the business and improve
internal and financial controls. The effectiveness of this will be reviewed in the forthcoming financial year.
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
S. Yoganathan ACMA
Company Secretary
15 November 2023
26
NORTHAMBER PLC
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
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 Accounting Standards 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.
27
NORTHAMBER PLC
DIRECTORS AND ADVISERS
Non-Executive Directors
Colin Mark Thompson *† (Age 63)
Non executive director and Chairman.
Colin Thompson has over 39 years’ experience in the distribution sector, and was a Director in the Company from
September 1991 to January 1999.
Riccardo Reggio *† (Age 52)
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 61)
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 37)
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 57)
Finance director
Antony Lee joined Northamber plc in 2020 as Director of Finance and was appointed as Finance Director in 2021.
Peter Dosanjh(Age 54)
Peter Dosanjh joined Northamber Plc in 2018 as Director of Sales, was appointed as an Executive Director in
July 2022.
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
Dains Audit Limited
15 Colmore Row
Birmingham
B3 2BH
Bankers
Barclays Bank plc
6 Clarence Street
Kingston upon Thames
Surrey
KT1 1NY
Atlantic Bank
405 Park Avenue
New York
NY 10016
USA
Nominated Adviser & Broker
Singer Capital Markets
One Bartholomew Lane
London
EC2N 2AX
28
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC
FOR THE YEAR ENDED 30 JUNE 2023
Opinion
We have audited the financial statements of Northamber Plc (the ‘parent company’) and its subsidiaries (the
‘Group’) for the year ended 30 June 2023 which comprise the consolidated statement of comprehensive income,
the consolidated and parent company statements of financial position, the consolidated and parent company
statements of changes in equity, the consolidated and parent company statements 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 the preparation of the Group financial statements is applicable law and UK adopted
international accounting standards 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 give a true and fair view of the state of the Group’s and of the parent company’s
affairs as at 30 June 2023 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with UK adopted international
accounting standards;
the parent company financial statements have been properly prepared in accordance with UK adopted
international accounting standards; and
the financial statements have been prepared in accordance with the requirements 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 responsibilities for the audit
of the financial statements section of our report. We are independent of the Group and parent company in
accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK,
including the FRC’s Ethical Standard 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.
Our approach to the audit
As part of designing our audit approach, we obtained an understanding of the Group and its environment, we
determined materiality and assessed the risks of material misstatement in the financial statements. In particular,
we looked at where the Directors made subjective judgments, for example in respect of significant accounting
estimates that involved making assumptions and considering future events that are inherently uncertain. As in all
of our audits we also addressed the risk of management override of internal controls, including evaluating whether
there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud.
We tailored the scope of our audit to ensure that we performed enough work to be able to give an opinion on the
financial statements as a whole, taking into account the structure of the Group and the parent company, the
accounting processes and controls, and the industry in which they operate.
In establishing the overall approach to the Group audit, we assessed the audit significance of each reporting unit
in the Group by reference to both its financial significance and other indicators of audit risk, such as complexity
of operations and the degree of estimation and judgement in the financial results.
The Group financial statements are a consolidation of three reporting units, comprising the Group’s operating
businesses and property holding companies.
The Group audit team performed full scope audits of the complete financial information of Northamber Plc, Audio
Visual Material Limited and Anitass Limited, which are considered to be the Group’s significant components and
which accounted for 100% of the Group’s total revenue and assets.
29
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Key audit matters
Key audit matters are those matters that, in our professional judgment, 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 matters
Impairment of goodwill and other intangible assets
(Group)
The Group has goodwill and other intangible assets
with a carrying value of £1.251m which arise from the
acquisition of Audio Visual Material Limited.
In accordance with accounting standards goodwill is
not amortised but is subject to an annual impairment
review through assessment of the value in use. The
determination of the value in use to which the
goodwill and intangible assets are allocated involves
management judgment and estimates including the
discount rate and both short term and long term
growth rates.
Furthermore the group has now recorded operating
losses for two successive years. We therefore
consider that there are indicators that impairments
may be present and as such there is a risk that goodwill
and other intangibles may be materially misstated.
Management have concluded that no impairment is
necessary.
Valuation of investment in Audio Visual Material
Limited (Company)
There is a risk that if there are any impairment
indicators that would impact the carrying value of the
CGU of Audio Visual Material Limited these may
also impact the carrying value in the parent company
of the investment in Audio Visual Material Limited
which has a carrying amount of £2.135m.
How our scope addressed this matter
We have tested the judgements made by
management in undertaking the impairment tests
which included, but is not limited to, identifying the
cash generating units (CGUs), assessing the
reasonableness of the discount rate used, comparing
the forecasts to information used to assess going
concern and challenging the robustness of the key
assumptions including those around revenue growth.
We also performed our own sensitivity analysis on
managements impairment model to consider the
impact of other plausible scenarios and we
considered whether the related financial statement
disclosures set out in notes 2 and 11 were adequate
and appropriate.
Nothing has come to our attention to suggest that the
impairment conclusions reached by management are
not appropriate.
Our audit procedures included but were not limited
to considering the results of the assessment for
impairment indicators of the goodwill and other
intangible assets detailed above and evaluating
whether the relevant disclosures in the financial
statements set out in notes 2 and 17 were adequate
and appropriate.
Nothing has come to our attention to suggest that the
impairment conclusions reached by management are
not appropriate.
30
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Key audit matters (continued)
Key audit matters
Revenue recognition
There is a rebuttable presumption that revenue
risk of material
recognition gives
misstatement. Revenue recognition is therefore
regarded as a key audit matter.
to a
rise
How our scope addressed this matter
We have assessed the Group’s revenue accounting
policy as disclosed in note 2 to the financial
statements to ensure revenue is recognised at the
point when the satisfaction of performance
obligations is fulfilled.
We have documented and evaluated the revenue
processes within the Group to ensure that the capture
of revenue data is accurate and within the correct
accounting period.
We have specifically tested the completeness of
revenue, tracing a sample of customer orders from
delivery note to invoice.
Nothing has come to our attention to suggest that
revenue is not recognised appropriately.
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.
To evaluate the directors’ assessment of the Group’s ability to continue to adopt the going concern basis of
accounting, we completed the following audit procedures:
•
•
•
obtained an understanding of the relevant controls relating to the Group’s budgeting and forecasting
process;
challenged the key assumptions underpinning the Group’s forecasts; and
assessed the appropriateness of the Group’s disclosure concerning the adoption of the going concern
basis of accounting.
The Directors’ forecasts demonstrate that the Group can continue to trade for a period of at least 12 months from
the date of approval of the financial statements.
We have reviewed the disclosures prepared by the Directors set out in Note 2 and consider them to be appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or
conditions that, individually or collectively, may cast significant doubt on the Group's 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.
31
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Our application of materiality
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 in aggregate on the financial statements as a
whole.
We apply the concept of materiality, both in planning and performing our audit and in evaluating the effect of
misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could
influence the economic decisions of reasonable users that are taken on the basis of the financial statements.
Based on our professional judgment, we determined materiality for the financial statements as a whole as follows:
Overall materiality
How we determined it
Rationale for
benchmark applied
(30
June
Materiality:
2022:
Group financial statements
Materiality: £1,005,000 (30 June
2022: £1,004,000).
Performance
£754,000
£753,000).
Based on 1.5% (30 June 2022:
1.5%) of Group revenue
We believe that revenue is the
by
primary measure
the
shareholders
performance of the Group.
used
in assessing
(30
June
Materiality:
2022:
Company financial statements
Materiality: £925,000 (30 June
2022: £903,000).
Performance
£694,000
£678,000).
Based on 1.5% (30 June 2022:
1.5%) of parent company revenue
We believe that revenue is the
by
primary measure
the
shareholders
performance
parent
company.
used
in assessing
the
of
the probability
Performance materiality is set to
reduce to an appropriately low
level
the
aggregate of uncorrected and
undetected misstatements exceeds
materiality
financial
the
statements as a whole.
that
for
the probability
Performance materiality is set to
reduce to an appropriately low
level
the
aggregate of uncorrected and
undetected misstatements exceeds
materiality
financial
the
statements as a whole.
that
for
Having considered
the control
set
environment, we
have
performance materiality at 75% of
materiality.
Having considered
the control
set
environment, we
have
performance materiality at 75% of
materiality.
For each component in the scope of our Group audit, we allocated a materiality that is less than our overall Group
materiality. The range of materiality allocated across components was between £255,000 and £925,000.
We agreed with the Audit Committee that we would report to them misstatements identified during our audit
above £50,000 (Group audit) (2022 - £30,000) and £48,000 (Company audit) (2022 - £27,000) as well as
misstatements below those amounts that, in our view, warranted reporting for qualitative reasons.
32
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Other information
The other information comprises the information included in the annual report other than the financial statements
and our auditor’s report thereon. The directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the other information and, except to the
extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider whether the other information is
materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material
misstatements, we are required to determine whether this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of 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 the light of the knowledge and understanding of the Group and 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.
Responsibilities of Directors
As explained more fully in the Directors’ responsibilities statement set out on page 27, 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 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.
33
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Auditor’s responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion.
Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance
with ISAs (UK) will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they
could reasonably be expected to influence the economic decisions of users taken on the basis of these financial
statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures
in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities,
including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is
detailed below:
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including
fraud and non-compliance with laws and regulations, was as follows:
•
the senior statutory auditor ensured that the engagement team collectively had the appropriate
competence, capabilities and skills to identify or recognise non-compliance with applicable laws and
regulations;
• we identified the laws and regulations applicable to the Group through discussions with directors and
other management, and from our commercial knowledge and experience of the distribution sector;
• we focused on specific laws and regulations which we considered may have a direct material effect on
the financial statements or the operations of the Group, including the financial reporting legislation,
Companies Act 2006, the AIM listing rules, taxation legislation, anti-bribery, employment, and
environmental and health and safety legislation;
• we assessed the extent of compliance with the laws and regulations identified above through making
•
enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team
remained alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including obtaining
an understanding of how fraud might occur, by:
• making enquiries of management as to where they considered there was susceptibility to fraud, their
•
knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and
regulations.
To address the risk of fraud through management bias and override of controls, we:
•
•
•
•
performed analytical procedures to identify any unusual or unexpected relationships;
tested journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates set out in
Note 2 were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
•
•
•
•
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC, relevant regulators and the company’s legal advisors.
34
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF NORTHAMBER PLC (continued)
FOR THE YEAR ENDED 30 JUNE 2023
Auditor’s responsibilities for the audit of the financial statements (continued)
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including
those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk
increases the more that compliance with a law or regulation is removed from the events and transactions reflected
in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is
also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial
Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our
auditor’s report.
Use of this 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.
Mark Hargate FCA (Senior Statutory Auditor)
For and on behalf of Dains Audit Limited,
Statutory Auditor and Chartered Accountants
Birmingham
15 November 2023
35
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
For the year ended 30 June 2023
Revenue
Cost of sales
Gross Profit
Distribution costs
Administrative costs
Notes
3
2023
£’000
2022
£’000
67,149
(58,243)
66,260
(57,791)
8,906
8,469
(5,907)
(3,491)
(5,556)
(3,365)
Operating Loss
4
(492)
(452)
Finance income
Finance cost
Loss before tax
Tax expense
Loss for the year and total comprehensive income
attributable to the owners
Basic and diluted Loss per ordinary share
81
-
5
-
(411)
-
(447)
-
(411)
(447)
(1.51) p
(1.64)p
6
8
The above results arise from continuing operations
The notes on pages 43 to 67 form part of the financial statements
36
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Share
Capital
£’000
Share
Premium
Account
£’000
Capital
Redemption
Reserve
£’000
Retained
Earnings
Total
Equity
£’000
£’000
272
5,734
1,514
17,569
25,089
-
-
-
-
-
-
-
-
-
(191)
(191)
(191)
(191)
(447)
(447)
272
5,734
1,514
16,931
24,451
-
-
-
-
-
-
-
-
-
(163)
(163)
(163)
(163)
(411)
(411)
272
5,734
1,514
16,357
23,877
Balance at 1 July
2021
Dividends
Transactions with
owners
Loss and total
comprehensive
income for the year
Balance at 30 June
2022
Dividends
Transactions with
owners
Loss and total
comprehensive
income for the year
Balance at 30 June
2023
37
NORTHAMBER PLC
COMPANY STATEMENT OF CHANGES IN EQUITY
For the year ended 30 June 2023
Share
Capital
£’000
Share
Premium
Account
£’000
Capital
Redemption
Reserve
£’000
Retained
Earnings
Total
Equity
£’000
£’000
272
5,734
1,514
5,342
12,862
-
-
-
-
-
-
-
-
-
(191)
(191)
(191)
(191)
(617)
(617)
272
5,734
1,514
4,534
12,054
-
-
-
-
-
-
-
-
-
(163)
(163)
(163)
(163)
(725)
(725)
272
5,734
1,514
3,646
11,166
Balance at 1 July
2021
Dividends
Transactions with
owners
Loss and total
comprehensive
loss for the year
Balance at 30
June 2022
Dividends
Transactions with
owners
Loss and total
comprehensive
income for the
year
Balance at 30
June 2023
38
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
At 30 June 2023
Notes
2023
£’000
2022
£’000
Non-current assets
Property, plant and equipment
Intangible assets
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
Equity shareholders’ funds attributable to the
owners of the parent
9
11
12
13
14
15
16
5,519
1,251
6,770
11,447
12,099
5,512
29,058
6,919
1,309
8,228
10,649
11,245
4,696
26,590
35,828
34,818
(11,951)
-
(10,329)
(38)
(11,951)
(10,367)
23,877
24,451
272
5,734
1,514
16,357
272
5,734
1,514
16,931
23,877
24,451
The financial statements on pages 36 to 67 were approved by the Board of Directors on 15 November 2023 and
were signed on its behalf by:
A.R. Lee P Dosanjh
Director
Director
Company Registration number: 01499584
39
NORTHAMBER PLC
COMPANY STATEMENT OF FINANCIAL POSITION
At 30 June 2023
Notes
2023
£’000
2022
£’000
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
Equity shareholders’ funds attributable to the
owners of the parent
10
17
12
13
14
15
16
1,620
2,135
3,755
10,456
11,852
5,240
27,548
31,303
1,652
2,135
3,787
9,689
11,525
4,104
25,318
29,105
(20,137)
-
(17,051)
-
(20,137)
(17,051)
11,166
12,054
272
5,734
1,514
3,646
272
5,734
1,514
4,534
11,166
12,054
The loss after tax for the individual parent company was £725,000 (2022: £617,000)
The financial statements on pages 36 to 67 were approved by the Board of Directors on 15 November 2023 and
were signed on its behalf by:
A.R.Lee
Director
P Dosanjh
Director
Company Registration number: 01499584
40
NORTHAMBER PLC
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Note
2023
£’000
2022
£’000
Cash flows from operating activities
Operating Loss from continuing operations
Depreciation of property, plant and equipment 4
Amortisation of intangible assets
4
Profit on disposal of property, plant and equipment
Operating loss before changes in working capital
Increase in inventories
Increase in trade and other receivables
Increase 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
Net cash generated from/(used in) investing activities
Cash flows from financing activities
Dividends paid to equity shareholders 7
Interest Paid
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
14
(492)
357
58
(74)
(151)
(798)
(854)
1,622
(181)
(38)
(219)
81
1,475
(358)
1,198
(163)
-
(163)
816
4,696
(452)
336
56
(15)
(75)
(2,181)
(492)
463
(2,285)
(120)
(2,405)
5
60
(222)
(157)
(191)
-
(191)
(2,753)
7,449
Cash and cash equivalents at end of year 14
5,512
4,696
41
NORTHAMBER PLC
COMPANY STATEMENT OF CASH FLOWS
For the year ended 30 June 2023
Cash flows from operating activities
Operating Loss from continuing operations
Depreciation of property, plant and equipment
Profit on disposal of property, plant and equipment
Operating loss before changes in working capital
Increase in inventories
Increase in trade and other receivables
Increase in trade and other payables
Cash used in operations
Income taxes paid
Net cash generated from/(used in) operating activities
Cash flows from investing activities
Interest received
Purchase of property, plant and equipment
Proceeds from disposal of property, plant and
equipment
Net cash used in investing activities
Cash flows from financing activities
Dividends paid to equity shareholders
Net cash used in financing activities
Net increase/(decrease) in cash and cash equivalents
Cash and cash equivalents at beginning of year
2023
£’000
2022
£’000
(804)
163
-
(641)
(622)
144
(14)
(492)
(767)
(2,008)
(327)
3,086
1,351
-
1,351
79
(131)
-
(52)
(163)
(163)
1,136
4,104
(357)
1,054
(1,803)
(10)
(1,813)
5
(157)
60
(92)
(191)
(191)
(2,096)
6,200
Cash and cash equivalents at end of year
5,240
4,104
42
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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 7-16.
2. Significant accounting policies
Basis of accounting
The financial statements have been prepared in accordance with UK-adopted international accounting
standards in conformity with the requirements of the Companies Act 2006.
The financial statements have been prepared under the historical cost basis. The functional and
presentational currency of the Group is pounds sterling. The figures have been rounded to the nearest one
thousand pounds.
The financial statements cover the individual entity Northamber plc and two subsidiaries Anitass Limited
and Audio Visual Material Limited. All other subsidiaries are dormant and not material to the financial
statements for the year to 30 June 2023 or 30 June 2022.
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.
43
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
2. Significant accounting policies (continued)
New and amended standards adopted by the Group
The Group has applied the following new standards and interpretations for the first time for the annual reporting
period ended 30 June 2023:
IFRS 9 Financial Instruments, IAS 39 Financial Instruments: Recognition and Measurement, IFRS 7 Financial
Instruments: Disclosures, IFRS 4 Insurance Contracts and IFRS 16 Leases (Amendments): Interest Rate
Benchmark Reform - Phase 2
IFRS 16 Leases (Amendment): Covid19-related Rent Concessions Beyond 30 June 2021
The adoption of the standards and interpretations listed above has not led to any changes to the Group’s
accounting policies or had any material impact on the financial position or performance of the Group.
Standards issued but not yet effective
At the date of authorisation of these financial statements, the following standards and interpretations relevant to
the Group and which have not been applied in the financial statements, were in issue but were not yet effective.
IFRS amendments effective from 1 January 2023
IAS 1 Amendment: disclosure of accounting policies
IAS 8 Amendment: definition of accounting estimates
IFRS 1 and IAS 12 Amendment: Deferred tax related to assets and liabilities arising from a single transaction
IFRS 17 and IFRS 9 Amendment: comparative information
IFRS standards effective from 1 January 2024 onwards
IAS 1 Amendment: Non-current liabilities with covenants
IFRS16 Amendment: Lease liability in a sale and leaseback
IAS7 and IFRS7 Amendment: Supplier finance arrangements
IAS 21 Amendment: Lack of exchangeability
The adoption of the above mentioned standards, amendments and interpretations in future years are not expected
to have a material impact on the Group or Company’s financial statements.
44
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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
No critical judgements have been made during the financial year
Key sources of estimation uncertainty
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 £1,251,000
and details of the assumptions made are provided in note 11. No impairment has been identified during the year
or at year end.
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. Directors have made an estimate of the future cash flows expected to arise from the investment and
a suitable discount rate to calculate present value. The carrying amount at the end of the reporting period is
£2,135,000, the details of the assumptions made are provided in note 11 as these are the same as the goodwill
impairment review. No impairment has been identified during the year or at year end.
45
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
The principal accounting policies adopted are set out below.
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. Payment terms are varying between 30 and 90
days.
The Group has determined therefore that revenue on sale of goods is recognised at the date the delivery of
goods to the customer 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.
46
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Taxation
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.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when they relate to income taxes by the same taxation authority and the Group
intends to settle its current tax assets and liabilities on a net basis.
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
47
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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.
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.
Acquisition costs
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
48
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Property, plant and equipment
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.
49
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Inventories
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.
Credit insurance is used for the large majority of trade receivables to mitigate against any potential risk of non-
payment. The point at which the trade receivable is de-recognised, and an insurance asset is recognised under
IAS37 when the economic benefit arising from the claim is virtually certain.
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.
(ii)
Financial liabilities
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
50
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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
– represents the nominal value of equity shares.
Share Premium
– represents the excess over nominal value of the fair value of
consideration received for equity shares, net of expenses of the share
issue.
Capital Redemption Reserve
– represents the nominal value of shares which have been redeemed and
cancelled.
Retained Earnings
– represents all current and prior period retained profits and 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.
51
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
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
25.
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:
2023
2022
Revenue from contracts
with customers – UK
Revenue from contracts
with customers – Non
UK
£’000
66,489
660
67,149
£’000
65,602
658
66,260
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.
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.
52
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
4. Loss from operations
Operating loss is stated after charging:
Foreign exchange loss
Depreciation of property, plant and equipment
Amortisation of intangible assets
Fees paid to the company’s auditor
-
-
for the audit of the company annual financial statements
for the audit of subsidiary undertakings
2023
£’000
2022
£’000
29
357
58
55
8
164
336
56
78
17
Employee benefit expense
5,791
5,431
No profit and loss account for Northamber plc has been presented as permitted by Section 408 of the Companies
Act 2006.
53
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
5. Staff costs
The average monthly number of persons (including executive Directors) employed by the Group during the year
was:
Sales
Administration
Warehouse
Engineering
Their aggregate remuneration comprised:
Wages and salaries
Social security costs
Pension costs
Other benefits
2023
Number
2022
Number
57
38
12
1
108
61
36
13
1
111
2023
£’000
2022
£’000
4,987
608
140
56
5,791
4,696
563
128
44
5,431
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
2023
£’000
2022
£’000
438
48
31
31
548
347
34
30
32
443
54
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
6. Tax expense
Current taxation
Charge for the year
Group
2023
£’000
2022
£’000
-
-
-
-
The charge for the year can be reconciled to the loss per the Statement of comprehensive income as follows:
Loss on ordinary activities before tax
Tax at the UK corporation tax rate of 25.00% (2022:19.00%)
Profit on disposal of fixed assets
Capital gain
Non-deductible expenses
Sundry items
Use of post April 2017 losses brought forward
Loss available to carry forward
Total actual amount of charge for the year
Group
2023
£’000
2022
£’000
(411)
(103)
-
-
(3)
-
-
106
-
(447)
(85)
-
-
23
-
-
62
-
The average main rate of corporation tax for the year ended 30 June 2023 was 20.5%. During the year the main
rate of corporation tax increased to 25% from 19%. The effect of this change is not material.
The Group has tax losses of £4.1 million (2022: £3.7 million) to carry forward. No deferred tax asset is
recognised in respect of the losses as there is uncertainty over the timing of future taxable profits sufficient to
utilise the losses. The unprovided deferred tax asset in respect of these losses at a rate of 25% (2022: 19%) is
approximately £1,025,000 (2022: £703,000).
55
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
7. Dividends
Amounts recognised as distribution to equity holders in the period:
Dividends paid in year
Final – for year ended 30 June 2022 and 30 June
2021
Interim – for year ended 30 June 2023 and 30
June 2022
Proposed final for the year ended 30 June 2023
and 30 June 2022
2023
2022
Pence Per
Share
£’000
Pence Per
Share
£’000
0.30
0.30
0.60
0.30
82
81
163
82
0.40
0.30
0.70
0.30
109
82
191
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.
8. Loss per ordinary share
The calculation of the basic and diluted loss per share is based on the following data:
Loss for the year attributable to equity holders of the parent company
(411)
(447)
2023
£’000
2022
£’000
Number of shares
2023
Number
2022
Number
Weighted average number of ordinary shares for the purpose of basic
loss per share and diluted loss per share
27,231,586
27,231,586
Basic and diluted loss per share is calculated by dividing the loss 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.
56
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
9. Property, plant and equipment
Group
Cost
At 1 July 2021
Additions
Disposals
At 30 June 2022
Depreciation
At 1 July 2021
Depreciation charge for the year
Disposals
At 30 June 2022
Land and
Buildings
£’000
Plant and
Equipment
£’000
Total
£’000
7,474
-
-
7,474
1,241
141
-
1,382
1,388
222
(66)
1,544
542
195
(20)
717
8,862
222
(66)
9,018
1,783
336
(20)
2,099
Net book value at 30 June 2022
6,092
827
6,919
Group
Cost
At 1 July 2022
Additions
Disposals
At 30 June 2023
Depreciation
At 1 July 2022
Depreciation charge for the year
Disposals
At 30 June 2023
7,474
-
(1,478)
5,996
1,382
125
(77)
1,430
1,544
358
-
1,902
717
232
-
949
9,018
358
(1,478)
7,898
2,099
357
(77)
2,379
Net book value at 30 June 2023
4,566
953
5,519
57
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
10. Property, plant and equipment
Company
Cost
At 1 July 2021
Additions
Disposals
At 30 June 2022
Depreciation
At 1 July 2021
Depreciation charge for the year
Disposals
At 30 June 2022
Land and
Buildings
£’000
Plant and
Equipment
£’000
Total
£’000
2,574
-
-
2,574
1,115
56
-
1,171
591
157
(66)
682
365
88
(20)
433
3,165
157
(66)
3,256
1,480
144
(20)
1,604
Net book value at 30 June 2022
1,403
249
1,652
Cost
At 1 July 2022
Additions
Disposals
At 30 June 2023
Depreciation
At 1 July 2022
Depreciation charge for the year
Disposals
At 30 June 2023
2,574
-
-
2,574
1,171
56
-
1,227
682
131
-
813
433
107
-
540
3,256
131
-
3,387
1,604
163
-
1767
Net book value at 30 June 2023
1,347
273
1,620
58
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
11. Intangible assets
Cost
At 30 June 2021, 30 June 2022 and
30 June 2023
Amortisation and impairment
At 1 July 2021
Amortisation during the year
At 30 June 2022
Amortisation and impairment
At 1 July 2022
Amortisation during the year
At 30 June 2023
Carrying Amount
At 30 June 2023
At 30 June 2022
Goodwill
Brands
£000
£000
Customer
Relationships
£000
1,025
63
333
-
-
-
-
-
-
1,025
1,025
(9)
(9)
(18)
(18)
(9)
(27)
36
45
(47)
(48)
(95)
(95)
(48)
(143)
190
239
Total
£000
1,421
(56)
(57)
(113)
(113)
(57)
(170)
1,251
1,309
The Group tests goodwill annually for impairment or more frequently if there are indications that goodwill might
be impaired. Amortisation is included under administration costs in the Statement of Comprehensive Income.
The recoverable amount of the CGU is based on a value in use calculation using cash flow projections over a 5-
year period, including the latest one year forecast approved by the Board. 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 using a 5-times EBITDA multiple is used as the basis for the final year.
59
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Key assumptions used in value in use calculation
The key assumptions for the value in use calculation are those regarding:
• pre-tax discount rate;
• revenue;
• gross profit margins; and
• operating profit margins.
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.
Gross profit margins
The gross profit growth rate used in Year 1 is 15.1% (2022: 15.9%) and thereafter the average annual gross margin
growth rates are 9.6% (2022: 10.2%). Audio Visual Material Limited is starting to see its high margin rental
business increase towards pre-pandemic levels.
Gross profit margin percentages over the extrapolation period are 15.15% (2022: 20%), which is based on
historical financial performance and expectations of future market developments.
Operating profit margins
Operating profit margins in the one year forecast are derived from the expected gross margin and the overhead
cost base.
Operating profit margins average 5.1% (2022: 5.9%) 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. Audio Visual
Material Limited has a recoverable amount of £2.54 million (2022: £2.7 million) exceeds its carrying amount
by £0.44 million (2022: £0.6 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 29%
• Gross margin falls to 14.4% each year on the above revenue growth rates
60
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
12. Inventories
Group
2023
£’000
2022
£’000
Company
2023
£’000
2022
£’000
Goods for resale 11,447
10,649
10,456
9,689
Cost of sales include £58,243,000 (2022: £57,791,000) inventory expensed in the year’s statement of
comprehensive income. An impairment charge of Nil is recognised in cost of sales (2022: Nil). A provision
against slow moving stock has been included amounting to £330,000 (2022: £284,000).
13. Trade and other receivables
Group
Company
Trade receivables
Less provision for impairment of receivables
2023
£’000
10,567
(119)
2022
£’000
10,566
(330)
2023
£’000
10,212
(101)
Net trade receivables
10,448
10,236
10,111
Intercompany receivables
Prepayments and other receivables
-
1,651
-
1,009
315
1,426
2022
£’000
9,882
(312)
9,570
1,006
949
12,099
11,245
11,852
11,525
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:
Group
Company
2023
£’000
2022
£’000
2023
£’000
2022
£’000
0-30 days past due
30 - 60 days past due
60 - 90 days past due
90+ days past due
850
125
95
275
218
66
28
442
674
102
21
169
143
32
28
442
61
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Trade and other receivables impairment provision
Balance at beginning of period
Amounts written off as uncollectable
Increase in impairment loss provision
Group
Company
2023
£’000
2022
£’000
2023
£’000
2022
£’000
330
(321)
110
119
268
-
62
330
312
(321)
110
101
250
-
62
312
At 30 June 2023 the Group’s total lifetime credit loss provision was £119,000, of which trade receivables of
£115,000 had lifetime expected credit losses of the full value of the receivables.
At 30 June 2023 the Company’s total lifetime credit loss provision was £101,000, of which trade receivables of
£111,000 had lifetime expected credit losses of the full value of the receivables.
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.
62
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
14. Cash and cash equivalents
Group
Company
2023
£’000
2022
£’000
2023
£’000
2022
£’000
Bank balances and cash in hand
5,512
4,696
5,240
4,104
Cash and cash equivalents in statement of cash flows
5,512
4,696
5,240
4,104
15. Trade and other payables
Trade payables
Inter company payables
Other payables
VAT
Other tax and social security
Accruals and deferred income
Group
Company
2023
£’000
9,966
-
60
1,093
165
667
11,951
2022
£’000
8,293
-
79
1,319
162
476
10,329
2023
£’000
9,218
9,030
51
1086
148
604
20,137
2022
£’000
7,586
7,467
46
1,359
150
443
17,051
The financial liabilities shown above are those which were outstanding at 30 June 2023. The average credit period
taken for trade payables is 52 days (2022: 42 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.
16. Share capital
Authorised shares of 1p each
At 30 June 2023 and 2022
Issued and fully paid shares of 1p each
At 30 June 2023 and 2022
Number
£’000
80,000,000
2,000
27,231,586
272
The company has one class of ordinary shares which carry no right to fixed income.
63
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
17. Investment in Group companies
Company
Cost and net book value
.
2023
£’000
2022
£’000
2,135 2,135
An impairment review has been undertaken at the end of the financial year as required under IAS36: Impairment
of assets. See note 11 for the assumptions and sensitivity analysis.
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
England
England
England
England
England
% owned
Status
100
100
99
100
100
Operational
Operational
Dormant
Dormant
Dormant
The registered office of all of these companies is detailed on page 28.
18. Capital commitments
At 30 June 2023, the company had capital commitments, contracted for but not provided in these financial
statements of £278,000 (2022: £Nil).
19. Related party transactions and ultimate controlling party
Mr A.M. Phillips is the ultimate controlling party of the company due to his majority shareholding in the issued
share capital of the Company.
During the year, the company paid £300,000 (2022: £300,000) rent to Anitass Limited, a wholly owned subsidiary.
At the year- end Northamber plc owed Anitass Limited £9,030,000 (2022: £7,467,000).
During the year, the company received £46,500 (2022: £46,500) rent and £66,000 (2022: £66,000) management
charge from Audio Visual Material Limited “AVM”, a wholly owned subsidiary.
During the year AVM purchased £537,000(2022:£640,000) worth of goods from Northamber Plc and Northamber
Plc purchased £589,000(2022: £639,000) worth of goods from AVM. AVM owed £315,000 (2022: £831,000) to
Northamber Plc at the year end.
All intercompany balances are interest free and unsecured.
64
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
20. Events after the reporting date
On 27 July 2023, the company adopted a Company Share Option Plan (CSOP), under which all of the company’s
eligible employees will be able to participate.
Options under the CSOP (CSOP Options) to acquire a total of 131,250 ordinary shares of £0.01 each in the
capital of the company (Ordinary Shares), have been granted to three directors, which represent 0.48 per cent. of
the existing issued share capital of the company.
In addition, the company subsequently granted additional CSOP Options to acquire 1,124,993 Ordinary Shares to
senior management and other employees, which represents 4.13 per cent of the existing issued share capital of the
company.
21. 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 2023 are categorised below.
The interest rate exposure of the financial assets and liabilities of the Group and company as at 30 June 2023 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 15 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 2023
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
65
Floating
£’000
Zero
£’000
Total
£’000
4,951
290
271
-
5,512
-
-
-
10,448
10,448
4,951
290
271
10,448
15,960
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
7,641
1,992
333
60
10,026
7,641
1,992
333
60
10,026
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Group _ Year ended 30 June 2022
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 2023
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
4,368
144
184
-
4,696
-
-
-
9,884
9,884
4,368
144
184
9,884
14,580
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
5,722
1,636
563
79
8,000
5,722
1,636
563
79
8,000
Floating
£’000
Zero
£’000
Total
£’000
4,679
290
271
-
5,240
-
-
-
10,111
10,111
4,679
290
271
10,111
15,351
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
6,893
1,992
333
9,030
51
18,299
6,893
1,992
333
9,030
51
18,299
The Directors estimate that an increase or decrease in annual average interest rates of 0.5% would
increase/decrease profit before tax by approximately £26,000 (2022: £30,000).
66
NORTHAMBER PLC
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
Company – Year ended 30 June 2022
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
3,776
144
184
-
4,104
-
-
-
9,197
9,197
3,776
144
184
9,197
13,301
Floating
£’000
Zero
£’000
Total
£’000
-
-
-
-
-
4,839
1,636
563
6,636
46
13,720
4,839
1,636
563
6,636
46
13,720
Maturity of Financial Instruments
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.
67
NOTICE OF MEETING
Notice is hereby given that the Annual General Meeting of Northamber plc will be held at the Company’s offices
at Namber House, 23 Davis Road, Chessington, Surrey, KT9 1HS on 20 December 2023 at 2 pm for the following
purposes:
1.
2.
3.
4.
5.
6.
To receive and adopt the company’s accounts for the year ended 30 June 2023 and the Directors’ and
auditors’ reports thereon.
To propose the following ordinary resolution: That the Directors’ remuneration report for the year ended
30 June 2023 be received and approved.
To declare a dividend on the ordinary shares of the company.
Re-elect Mr Alexander Phillips as a director.
Re- elect Mr Colin Thompson as a director.
To appoint Dains Audit Limited as auditors and to authorise the Directors to fix their remuneration.
ORDINARY RESOLUTION
7.
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
8.
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)
(b)
(c)
did not apply to the allotment, or
applied to the allotment with such modifications as the Directors may determine
provided that this authority shall, unless renewed, varied or revoked by the company, expire on the
19 March 2025 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.
9.
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)
(b)
(c)
the maximum number of shares hereby authorised to be acquired is 2,723,158 representing 10 per
cent of the present issued share capital;
the minimum price which may be paid for such shares is 1p per share (exclusive of all expenses);
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;
68
NOTICE OF MEETING (continued)
(d)
(e)
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)
(3)
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.
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:
(a) copies of the executive Directors’ service agreements with the company;
(b) the Register of Directors’ Interests;
(c) a copy of the current Articles of Association of the Company.
69
Perivan.com
267283
Head Office,ChessingtonBasingstoke OfficeWarehouse, SwindonHead Office,ChessingtonBasingstoke OfficeWarehouse, Swindon R
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REPORT & ACCOUNTS | Full results for the year ended 30th June 2023