Company registration number 11208770 (England and Wales)
O&H (GRAFTON 2) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
O&H (GRAFTON 2) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 18
O&H (GRAFTON 2) LIMITED
COMPANY INFORMATION
Directors
A V Allen
A J Dalah
P Dee-Shapland
A Gabbay
C Hanouka
E A Shahmoon
R A Shahmoon
L E Shahmoon
Secretary
C Hanouka
Company number
11208770
Registered office
285 London Road
Peterborough
Cambridgeshire
PE7 0LD
Auditor
Goodman Jones LLP
29/30 Fitzroy Square
London
W1T 6LQ
O&H (GRAFTON 2) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 1 -

The directors present their annual report and financial statements for the year ended 28 February 2023.

Principal activities

The company directly owns a site in Mayfair and is actively developing its own hotel with the intention to trade from it once complete.

Results and dividends

The profit for the year, after taxation, amounted to £397,892 (2022: £887,780 loss).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

A V Allen
A J Dalah
P Dee-Shapland
A Gabbay
C Hanouka
E A Shahmoon
R A Shahmoon
L E Shahmoon
D S Gabbay
(Appointed 15 August 2022 and resigned 15 August 2022)
Qualifying third party indemnity provisions

Qualifying third party indemnity provisions for the benefit of the company's directors were paid during the year by other companies to which the directors are also appointed. These provisions remain in force at the reporting date.

Auditor

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

O&H (GRAFTON 2) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 2 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

The directors have considered the company's financial position and future prospects, believing that the company continues to remain a going concern. Further details of this are included in the notes to the financial statements

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
C Hanouka
Director
17 October 2023
O&H (GRAFTON 2) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF O&H (GRAFTON 2) LIMITED
- 3 -
Opinion

We have audited the financial statements of O&H (Grafton 2) Limited (the 'company') for the year ended 28 February 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

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 our audit:

O&H (GRAFTON 2) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O&H (GRAFTON 2) LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

O&H (GRAFTON 2) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF O&H (GRAFTON 2) LIMITED
- 5 -

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

This report is made solely to the 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.

Paul Bailey
Senior Statutory Auditor
For and on behalf of Goodman Jones LLP
17 October 2023
Chartered Accountants
Statutory Auditor
29/30 Fitzroy Square
London
W1T 6LQ
O&H (GRAFTON 2) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 6 -
2023
2022
Notes
£
£
Turnover
71,993,366
(494,386)
Cost of sales
(406,531)
-
0
Gross profit/(loss)
71,586,835
(494,386)
Administrative expenses
(27,396)
-
0
Operating profit/(loss)
71,559,439
(494,386)
Amounts written off investments
(71,252,570)
(385,159)
Profit/(loss) before taxation
306,869
(879,545)
Tax on profit/(loss)
5
91,023
(8,235)
Profit/(loss) for the financial year
397,892
(887,780)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

O&H (GRAFTON 2) LIMITED
BALANCE SHEET
AS AT 28 FEBRUARY 2023
28 February 2023
- 7 -
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
6
75,479,039
-
0
Investment properties
7
-
0
2,391,287
Investments
8
1
97,905,348
75,479,040
100,296,635
Current assets
Debtors
10
26,981,256
238,974
Creditors: amounts falling due within one year
11
(137,856,124)
(136,329,329)
Net current liabilities
(110,874,868)
(136,090,355)
Net liabilities
(35,395,828)
(35,793,720)
Capital and reserves
Called up share capital
13
-
0
-
0
Share premium account
74,292,161
74,292,161
Profit and loss reserves
(109,687,989)
(110,085,881)
Total equity
(35,395,828)
(35,793,720)

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 17 October 2023 and are signed on its behalf by:
C Hanouka
Director
Company Registration No. 11208770
O&H (GRAFTON 2) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 8 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 1 March 2021
-
0
74,292,161
(109,198,101)
(34,905,940)
Year ended 28 February 2022:
Loss and total comprehensive income for the year
-
-
(887,780)
(887,780)
Balance at 28 February 2022
-
0
74,292,161
(110,085,881)
(35,793,720)
Year ended 28 February 2023:
Profit and total comprehensive income for the year
-
-
397,892
397,892
Balance at 28 February 2023
-
0
74,292,161
(109,687,989)
(35,395,828)
O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 9 -
1
Accounting policies
Company information

O&H (Grafton 2) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 285 London Road, Peterborough, Cambridgeshire, PE7 0LD.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.2
Going concern

In making their assessment of the ability of the company to continue as a going concern, the directors have prepared detailed cash flow projections for the company. The parent undertaking, O & H Developments Holdings Limited, has prepared the same on a consolidated basis. These projections have been prepared to February 2027 and include sensitivities in cash inflows for potential reductions in activities. These projections show, in all scenarios, that the group remains liquid, however each individual company (including O&H (Grafton 2) Limited) has limited or no cash.true

 

The company has received confirmation from the owners of its ultimate parent company (being ACAI Holdings, ELA Holdings and FRS Holdings) confirming that the group has access to a cash management treasury function via the shareholders various interests and that the directors of O&H Developments Holdings Limited and its subsidiaries continue to have full and unfettered access to it

 

The directors of the group have also undertaken an exercise to review its future business plans in order to satisfy themselves and ensure the company will continue to be able to access sufficient resources to complete the hotel development and continue as a going concern. This requires careful ongoing management and controls are either in place or being put in place to ensure this will happen.

On this basis, the directors consider that both the group and the company will be able to discharge their obligations in the ordinary course of business for a period of at least twelve months from the date when the financial statements are authorised for issue and consider it appropriate to continue to prepare these financial statements on a going concern basis.

1.3
Turnover

Turnover during the year represents distributions arising from the company's previously held investment in units in certain Jersey property unit trusts investing in UK property. Turnover is recognised on an accruals basis.

O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 10 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

 

Included within Tangible fixed assets is land and buildings relating to an asset under construction which is under a long leasehold (over 50 years). Assets under construction are not depreciated.

 

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Investment properties

Investment property is carried at fair value determined annually by the directors with reference to external and internal valuers as appropriate and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of Comprehensive Income.

1.6
Fixed asset investments

Investments in subsidiaries are measured at cost less accumulated impairment. Where merger relief is applicable, the cost of the investment is measured at the nominal value of the shares issued together with the fair value of any additional consideration paid.

1.7
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
1
Accounting policies
(Continued)
- 11 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.8
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.9
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.10

Debtors

Short term debtors are measured at transaction price, less any impairment.

1.11

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 12 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Investments

Determine whether there are indicators of impairment of the company's fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.

 

Asset under construction

The fair value of the asset under construction was measured on the basis of future earning potential to determine whether an impairment of the asset was required. A third party specialist hotel management and consultancy company have prepared an income and expenditure forecast which is then capitalised using a discounted cashflow model. The forecast is prepared for a five year period, with the capitalisation rate selected by taking into account market transactions and factors such as age, location and expected condition of the property.

 

The directors have considered these future forecasts and assumptions made by the specialist and consider that there is no significant adjustment necessary which would require an impairment to the asset under construction held on the balance sheet.

3
Audit fees

Audit and taxation fees are borne by fellow subsidiaries

4
Employees

The company has no employees (2022 - Nil) other than directors, who did not receive any remuneration (2022 - £Nil).

5
Taxation
2023
2022
£
£
Deferred tax
Origination and reversal of timing differences
(91,023)
8,235
O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
5
Taxation
(Continued)
- 13 -

The actual (credit)/charge for the year can be reconciled to the expected charge/(credit) for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Profit/(loss) before taxation
306,869
(879,545)
Expected tax charge/(credit) based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
58,305
(167,114)
Tax effect of expenses that are not deductible in determining taxable profit
-
0
73,180
Group relief
(45,631)
93,934
Permanent capital allowances in excess of depreciation
(12,674)
-
0
Other non-reversing timing differences
(91,023)
8,235
Taxation (credit)/charge for the year
(91,023)
8,235

Factors that may affect future tax charges

 

The Finance Bill 2021, published on 11 March 2021, increases the main rate of Corporation tax to 25% for the year commencing 1 April 2023.

 

The deferred taxation liability has therefore been calculated at 25%, being the rate substantively enacted at the Balance Sheet date.

6
Tangible fixed assets
Assets under construction
£
Cost
At 1 March 2022
-
0
Additions
73,087,752
Transfers from investment properties
2,391,287
At 28 February 2023
75,479,039
Depreciation and impairment
At 1 March 2022 and 28 February 2023
-
0
Carrying amount
At 28 February 2023
75,479,039
At 28 February 2022
-
0
O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
6
Tangible fixed assets
(Continued)
- 14 -

The assets under construction constitutes land held on a long lease to be developed into a hotel for trading purposes.

 

During the year, an investment property previously held within another entity previously within the group was transferred to the company as part of the ongoing development of the hotel. Therefore this property has been classified as an asset under construction.

 

The historical cost of the assets under construction is £75,479,039 (2022: £5,880,375).

 

 

7
Investment property
Freehold investment property
£
Fair value
At 1 March 2022
2,391,287
Transfer to tangible fixed assets
(2,391,287)
At 28 February 2023
-
0

The investment property was transferred at fair value to tangible fixed assets during the year when it became an asset under construction and ceased to meet the definition of an investment property.

 

8
Fixed asset investments
2023
2022
£
£
Investments in unit trusts
-
0
97,905,347
Investment in subsidiary company
1
1
1
97,905,348
O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
8
Fixed asset investments
(Continued)
- 15 -
Movements in fixed asset investments
Investments in unit trusts
Investment in subsidiary company
Total
£
£
£
Cost or valuation
At 1 March 2022
97,905,347
1
97,905,348
Valuation changes
(71,252,570)
-
(71,252,570)
Transfers of investments in unit trusts
(26,652,777)
-
(26,652,777)
At 28 February 2023
-
1
1
Carrying amount
At 28 February 2023
-
1
1
At 28 February 2022
97,905,347
1
97,905,348

During the year, the company was party to a group reorganisation in order to simplify the group structure going forward. As part of this reorganisation, the company transferred its previously held 50% interest in a unit trust to another group company in return for the remaining 50% interest in another unit trust from the same group company. Where there was a difference in the value between the two unit transfers, an intercompany receivable was created for £26,652,777 in favour of this company. This is interest free and repayable on demand.

 

Following the aforementioned unit transfers, the company requested the dissolution of the unit trust which it held an interest in and for the underlying assets to be transferred into their full ownership (the main property asset being reflected in asset in the course of construction additions), resulting in the full impairment of the previously held investments in unit trusts.

O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 16 -
9
Subsidiaries and unit trusts

Details of the company's investments in subsidiaries and unit trusts at 28 February 2023 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Invokestar Limited
England and Wales
Ordinary
100.00
-
Invokestar 2 Limited
England and Wales
Ordinary
-
100.00

The above undertakings are fully consolidated in the financial statements of the company's ultimate parent's subsidiary since the remaining shares are owned fully by the subsidiaries.

 

The registered office of the above entities is 285 London Road, Peterborough, Cambridgeshire, PE7 0LD.

 

During the year, the shareholders of O&H Developments Limited (the ultimate parent company) decided to complete a group restructuring exercise. As part of this exercise, the unit trusts for which this company previously help a 50% investment were dissolved.

 

After the balance sheet date, the company's interest in Invokestar Limited and it's subsidiary, Invokestar 2 Limited were transferred to the immediate parent company.

10
Debtors
2023
2022
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
26,652,777
-
0
Other debtors
123,973
125,491
26,776,750
125,491
2023
2022
Amounts falling due after more than one year:
£
£
Deferred tax asset (note 12)
204,506
113,483
Total debtors
26,981,256
238,974

 

O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 17 -
11
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
50,897
215,512
Amounts owed to group undertakings
26,128,542
24,072,621
Amounts owed to related parties
111,438,241
111,438,241
Accruals and deferred income
238,444
602,955
137,856,124
136,329,329

Amounts owed to group undertakings and related parties are interest free and repayable on demand.

12
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Assets
Assets
2023
2022
Balances:
£
£
Fixed asset timing differences
204,506
113,483
2023
Movements in the year:
£
Asset at 1 March 2022
(113,483)
Credit to profit or loss
(91,023)
Asset at 28 February 2023
(204,506)
13
Called up share capital
2023
2022
2023
2022
Number
Number
£
£
Ordinary share capital
Ordinary shares of 1p each
2
2
-
-
14
Capital commitments

Amounts contracted for but not provided in the financial statements:

2023
2022
£
£
Development of tangible fixed assets
808,222
-
O&H (GRAFTON 2) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2023
- 18 -
15
Related party transactions

At 28 February 2023 O&H (Grafton 2) Limited owed £25,949,664 (2022: £24,072,621) to O&H Grafton Developments Limited, £89,439 (2022: £nil) to Invokestar Limited and £89,439 (2022: £nil) to Invokestar 2 Limited, which are companies under common ownership. These amounts are repayable on demand and do not bear interest.

 

At 28 February 2023 O&H (Grafton 2) Limited was owed £26,652,777 (2022: £nil) by O&H (Grafton 1) Limited, which is a company under common ownership. This amount was assigned after the balance sheet to the immediate parent company, reducing their amount owed by the same amount. 

 

 

As at 28 February 2023, O&H (Grafton 2) Limited owed £55,719,121 (2022: £55,719,121) to Acai Investment Limited, £27,859,560 (2022: £27,859,560) to FRS Investment Limited and £27,859,560 (2022: £27,859,560) to ELA Investment Limited, shareholders in the ultimate parent company. These amounts were assigned after the balance sheet date to the immediate parent company, increasing the amount owed by the same amount.

 

16
Parent company

At 28 February 2023, the company's ultimate controlling parent company was O&H Developments Limited, a company registered in Jersey.

 

O&H Grafton Developments Limited is the immediate parent company and the parent of the smallest group in which O&H (Grafton 2) Limited is a member. The smallest group in which the results of the company are consolidated is that headed by O & H Developments Holdings Limited. The registered office address of O & H Developments Holdings Limited is 285 London Road, Peterborough, Cambridgeshire, PE7 0LD.

 

There is no ultimate controlling party of the company.

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