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Registration number: 13723609

Geller Family Holdings Limited

Annual Report and Consolidated Financial Statements

for the Period from 4 November 2021 to 31 December 2022

 

Geller Family Holdings Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 7

Consolidated Profit and Loss Account

8

Consolidated Balance Sheet

9

Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Statement of Changes in Equity

12

Consolidated Statement of Cash Flows

13

Notes to the Financial Statements

14 to 26

 

Geller Family Holdings Limited

Company Information

Directors

G Geller

L S Geller

Registered office

32a Thurloe Place
London
SW7 2HQ

Auditors

Hazlewoods LLP
Windsor House
Bayshill Road
Cheltenham
GL50 3AT

 

Geller Family Holdings Limited

Strategic Report for the period from 4 November 2021 to 31 December 2022

The directors present their strategic report for the period from 4 November 2021 to 31 December 2022.

Principal activity

The principal activity of the group is as a holding company.

Fair review of the business

The results for the period, which are set out in the profit and loss account, show turnover of £6,363,735 and an operating loss of £5,311,538. At 31 December 2022, the group had net assets of £407,200 The directors consider the performance for the period and the financial position at the period end to be satisfactory.

Key performance indicators

Given the nature of the business, the company's directors are of the opinion that key performance indicators are important. The group uses a number of indicators to monitor and improve development and performance of the position of the business. Indicators are reviewed and altered to meet changes both in the internal and external environments. The directors do not consider the inclusion of an analysis, using key performance indicators, to be necessary to assist users of the financial statements in their understanding of the financial performance or the position of the company.

Principal risks and uncertainties

The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks and uncertainties affecting the group are considered to relate to the continued provision of adequate government funding and the ongoing compliance with current and future legislation affecting the sector and the demand for beds at the luxury end of the elderly residential care sector.

Approved by the Board on 3 November 2023 and signed on its behalf by:


L S Geller
Director

 

Geller Family Holdings Limited

Directors' Report for the Period from 4 November 2021 to 31 December 2022

The directors present their report and the for the period from 4 November 2021 to 31 December 2022.

Incorporation

The company was incorporated on 4 November 2021.

Directors of the company

The directors who held office during the period were as follows:

G Geller (appointed 4 November 2021)

L S Geller (appointed 4 November 2021)

Financial instruments

Objectives and policies

The board constantly monitors the group's trading results and revise projections as appropriate to ensure that the group can meet its future obligations as they fall due.

Price risk, credit risk, liquidity risk and cash flow risk

The group is exposed to the usual credit and cash flow risks associated with selling on credit and manages this through credit control procedures.

The group has sufficient resources available and the directors have prepared forecasts for the next 12 months that indicate that this will continue to be the case and that these cash flows will be sufficient for the group to meet its financing commitments as they fall due. The directors therefore have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and have continued to adopt the going concern basis in preparing the financial statements.

Future developments

The external commercial environment is expected to remain competitive in the remainder of 2023. However, the directors remain confident that the company will improve its current level of performance in the future and will continue to trade as a going concern.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Appointment of auditors

Hazlewoods LLP were appointed as auditors to the company during the period and have expressed their willingness to continue in office.

Approved by the Board on 3 November 2023 and signed on its behalf by:


L S Geller
Director

 

Geller Family Holdings Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' 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 group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; 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.

 

Geller Family Holdings Limited

Independent Auditor's Report to the Members of Geller Family Holdings Limited

Opinion

We have audited the financial statements of Geller Family Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 4 November 2021 to 31 December 2022, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and 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:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2022 and of the group's loss for the period then ended;

have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

have been prepared in accordance with the requirements of the Companies Act 2006.

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 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 group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

 

Geller Family Holdings Limited

Independent Auditor's Report to the Members of Geller Family Holdings Limited

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 4, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group’s and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We considered the nature of the group’s industry and its control environment and reviewed the groups’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

 

Geller Family Holdings Limited

Independent Auditor's Report to the Members of Geller Family Holdings Limited

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgments made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

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

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.





Simon Worsley (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Windsor House
Bayshill Road
Cheltenham
GL50 3AT

3 November 2023

 

Geller Family Holdings Limited

Consolidated Profit and Loss Account for the Period from 4 November 2021 to 31 December 2022

Note

4 November 2021 to 31 December 2022
 £

Turnover

3

6,363,735

Cost of sales

 

(3,118,948)

Gross profit

 

3,244,787

Administrative expenses

 

(8,420,972)

Exceptional items

(202,185)

Other operating income

4

66,832

Operating loss

5

(5,311,538)

Other interest receivable and similar income

6

13

Interest payable and similar charges

7

(895)

Loss before tax

 

(5,312,420)

Taxation

10

-

Loss for the financial period

 

(5,312,420)

Profit/(loss) attributable to:

 

Owners of the company

 

(2,588,632)

Minority interests

 

(2,723,788)

 

(5,312,420)

The above results were derived from continuing operations.

The group has no other comprehensive income for the period.

 

Geller Family Holdings Limited

(Registration number: 13723609)
Consolidated Balance Sheet as at 31 December 2022

Note

31 December 2022
 £

Fixed assets

 

Intangible assets

11

16,640,039

Tangible assets

12

174,399

Investments

13

235,000

 

17,049,438

Current assets

 

Stocks

15

7,963

Debtors: Amounts falling due within one year

16

2,673,460

Debtors: Amounts falling due after more than one year

16

254,055

Cash at bank and in hand

 

246,469

 

3,181,947

Creditors: Amounts falling due within one year

17

(4,851,439)

Net current liabilities

 

(1,669,492)

Total assets less current liabilities

 

15,379,946

Creditors: Amounts falling due after more than one year

17

(14,972,746)

Net assets

 

407,200

Capital and reserves

 

Called up share capital

20

2,000

Share premium reserve

26,342

Profit and loss account

12,851,255

Non-controlling interests

 

(12,472,397)

Total equity

 

407,200

Approved and authorised by the Board on 3 November 2023 and signed on its behalf by:
 

L S Geller
Director

 

Geller Family Holdings Limited

(Registration number: 13723609)
Balance Sheet as at 31 December 2022

Note

31 December 2022
 £

Fixed assets

 

Investments

13

15,000,000

Creditors: Amounts falling due within one year

17

(61,870)

Total assets less current liabilities

 

14,938,130

Creditors: Amounts falling due after more than one year

17

(14,972,746)

Net liabilities

 

(34,616)

Capital and reserves

 

Called up share capital

20

2,000

Share premium reserve

26,342

Profit and loss account

(62,958)

Total equity

 

(34,616)

The company made a loss after tax for the financial period of £62,958.

Approved and authorised by the Board on 3 November 2023 and signed on its behalf by:
 

L S Geller
Director

 

Geller Family Holdings Limited

Consolidated Statement of Changes in Equity for the Period from 4 November 2021 to 31 December 2022
Equity attributable to the parent company

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

Loss for the period

-

-

(2,588,632)

(2,588,632)

(2,723,788)

(5,312,420)

New share capital subscribed

2,000

26,342

-

28,342

-

28,342

Proceeds for dilution of share in subsidiary not resulting in loss of control

-

-

-

-

5,691,278

5,691,278

Decrease in share of subsidiaries not resulting in loss of control

-

-

15,439,887

15,439,887

(15,439,887)

-

At 31 December 2022

2,000

26,342

12,851,255

12,879,597

(12,472,397)

407,200

 

Geller Family Holdings Limited

Statement of Changes in Equity for the Period from 4 November 2021 to 31 December 2022

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

Loss for the period

-

-

(62,958)

(62,958)

New share capital subscribed

2,000

26,342

-

28,342

At 31 December 2022

2,000

26,342

(62,958)

(34,616)

 

Geller Family Holdings Limited

Consolidated Statement of Cash Flows for the Period from 4 November 2021 to 31 December 2022

Note

4 November 2021 to 31 December 2022
 £

Cash flows from operating activities

Loss for the period

 

(5,312,420)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

2,241,936

Finance income

6

(13)

Finance costs

7

895

Foreign exchange gains/losses

 

5,291

 

(3,064,311)

Working capital adjustments

 

Increase in stocks

15

(7,963)

Increase in trade debtors

16

(35,755)

Decrease in trade creditors

17

(1,861,273)

Increase in deferred income, including government grants

 

433,884

Cash generated from operations

 

(4,535,418)

Income taxes received

10

18,040

Net cash flow from operating activities

 

(4,517,378)

Cash flows from investing activities

 

Interest received

13

Acquisitions of tangible assets

(135,629)

Acquisition of intangible assets

11

(15,000,000)

Net cash flows from investing activities

 

(15,135,616)

Cash flows from financing activities

 

Interest paid

 

(895)

Proceeds from issue of ordinary shares in subsidiaries (including to non-controlling interests)

 

4,142,612

Proceeds from issue of preference shares

 

14,972,746

Proceeds from other borrowing draw downs

 

785,000

Net cash flows from financing activities

 

19,899,463

Net increase in cash and cash equivalents

 

246,469

Cash and cash equivalents at 4 November

 

-

Cash and cash equivalents at 31 December

 

246,469

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

1

General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
32a Thurloe Place
London
SW7 2HQ

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland and the Companies Act 2006'.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is Pounds Sterling, being the functional currency of the primary economic environment in which the company operates. Monetary amounts in these financial statements are rounded to the nearest Pound.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2022.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial period of £62,358.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

Disclosure of long or short period

The financial statements cover a period of 423 days. This is to bring the year end in line with that of the rest of the group.

Going concern

After reviewing the company's forecasts and projections, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to adopt the going concern basis in preparing its financial statements.

Judgements and estimation uncertainty

These financial statements do not contain any significant judgements or estimation uncertainty.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group. The group recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures and fittings

33% straight line

Office equipment

33% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Negative goodwill arising on an acquisition is recognised on the face of the balance sheet on the acquisition date and subsequently the excess up to the fair value of non-monetary assets acquired is recognised in profit or loss in the periods in which the non-monetary assets are recovered.

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Goodwill

10% straight line

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade debtors

Trade debtors are amounts due from customers for services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

Financial instruments

Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the company is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.

Financial instruments (continued)

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised.

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

3

Turnover

The total turnover of the group has been derived from its principal activity wholly undertaken in the United Kingdom.

 

4

Other operating income

The analysis of the group's other operating income for the period is as follows:

4 November 2021 to 31 December 2022
£

Miscellaneous other operating income

66,832

 

5

Operating profit

Arrived at after charging/(crediting)

4 November 2021 to 31 December 2022
£

Depreciation expense

66,565

Amortisation expense

2,175,371

Foreign exchange losses

5,291

Operating lease expense - property

631,384

Operating lease expense - other

2,653

Auditor's remuneration - The audit of the company's annual accounts

21,500

 

6

Other interest receivable and similar income

4 November 2021 to 31 December 2022
£

Interest income on investments

13

 

7

Interest payable and similar expenses

4 November 2021 to 31 December 2022
£

Interest on bank overdrafts and borrowings

895

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

8

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

4 November 2021 to 31 December 2022
 £

Wages and salaries

3,424,825

Social security costs

293,438

Pension costs, defined contribution scheme

65,984

3,784,247

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

4 November 2021 to 31 December 2022
 No.

Care staff

72

Administration and support

25

Maintenance and housekeeping

10

107

Company
The company incurred no staff costs and had no employees other than the directors.

 

9

Directors' remuneration

The directors' remuneration for the period was as follows:

4 November 2021 to 31 December 2022
£

Remuneration

81,250

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

10

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2022
£

Current taxation

UK corporation tax

-

Tax expense/(receipt) in the income statement

-

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK of 19%.

The differences are reconciled below:

2022
£

Loss before tax

(5,312,420)

Corporation tax at standard rate

(1,009,360)

Effect of expense not deductible in determining taxable profit (tax loss)

(31,929)

Deferred tax credit relating to changes in tax rates or laws

(189,120)

Increase from tax losses for which no deferred tax asset was recognised

567,111

Deferred tax expense from unrecognised tax loss or credit

1,593,437

Decrease in UK and foreign current tax from adjustment for prior periods

(946,335)

Tax increase from effect of capital allowances and depreciation

16,196

Total tax charge/(credit)

-

 

11

Intangible assets

Group

Goodwill
 £

Cost

Additions and at 31 December 2022

18,815,410

Amortisation

Amortisation charge and at 31 December 2022

2,175,371

Carrying amount

At 31 December 2022

16,640,039

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost

Additions

-

135,629

135,629

Acquired through business combinations

11,538

93,797

105,335

At 31 December 2022

11,538

229,426

240,964

Depreciation

Charge for the period and at 31 December 2022

4,743

61,822

66,565

Carrying amount

At 31 December 2022

6,795

167,604

174,399

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

13

Investments

Company

31 December 2022
£

Investments in subsidiaries

15,000,000

Subsidiaries

£

Cost and carrying amount

Additions and at 31 December 2022

15,000,000

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2022

Subsidiary undertakings

Geller Holdings Limited

England and Wales

Ordinary

100%

Loveday Holdings Limited

England and Wales

Ordinary Ordinary A

46%
80%

Loveday & Co (UK) Limited*

England and Wales

Ordinary

72.2%

IAC Chelsea Limited*

England and Wales

Ordinary

72.2%

Loveday Kensington Limited*

England and Wales

Ordinary

72.2%

Loveday Notting Hill Limited*

England and Wales

Ordinary

72.2%

Loveday Abbey Road Limited*

England and Wales

Ordinary

72.2%

Loveday At Home Limited*

England and Wales

Ordinary

72.2%

Loveday Belgravia Limited*

England and Wales

Ordinary

20.25%

Geller Holdings Limited is held directly.

Subsidiary undertakings

Geller Holdings Limited

The principal activity of Geller Holdings Limited is as a holding company.

Loveday Holdings Limited

The principal activity of Loveday Holdings Limited is as a holding company.

*indirectly owned. The principal activity is of the operation of nursing and residential homes.

The company's share of results and net assets of Loveday Belgravia Limited have not been consolidated on grounds of materiality.

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

14

Business combinations

On 15 December 2021, Geller Family Holdings Limited acquired 100% of the issued share capital of Loveday Holdings Limited, obtaining control. Subsequently, the company diluted its 100% shareholding in Loveday Holdings Limited via that company issuing further ordinary shares to new external investors.

Loveday Holdings Limited and its subsidiaries contributed £6,363,735 revenue and £(2,822,035) to the group's profit for the period between the date of acquisition and the Balance Sheet date.

The amounts recognised in respect of the identifiable assets acquired and liabilities assumed are as set out in the table below:
 

Book value
2022
£

Assets and liabilities acquired

Financial assets

2,845,347

Stocks

2,119

Tangible assets

105,335

Financial liabilities

(6,768,211)

Total identifiable assets

(3,815,410)

Goodwill

18,815,410

Total consideration

15,000,000

Satisfied by:

Ordinary shares

27,254

Preference shares

14,972,746

Total consideration transferred

15,000,000

 

15

Stocks

 

Group

Company

31 December 2022
£

31 December 2022
£

Raw materials and consumables

7,963

-

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

16

Debtors

   

Group

Company

Note

31 December 2022
 £

31 December 2022
 £

Trade debtors

 

435,814

-

Amounts owed by related parties

21

375,000

-

Other debtors

 

1,989,724

-

Prepayments

 

126,977

-

   

2,927,515

-

Less non-current portion

 

(254,055)

-

Total current trade and other debtors

 

2,673,460

-

Details of non-current trade and other debtors

Group

£254,055 of amounts owed in regards to pre-opening expenses is classified as non-current.

 

17

Creditors

   

Group

Company

Note

31 December 2022
 £

31 December 2022
 £

Due within one year

 

Loans and borrowings

18

786,155

-

Trade creditors

 

1,267,209

33,175

Amounts due to related parties

21

1,389,048

-

Social security and other taxes

 

297,098

-

Outstanding defined contribution pension costs

 

9,656

-

Other creditors

 

62,612

28,695

Accrued expenses

 

587,737

-

Corporation tax liability

10

18,040

-

Deferred income

 

433,884

-

 

4,851,439

61,870

Due after one year

 

Loans and borrowings

18

14,972,746

14,972,746

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

18

Loans and borrowings

 

Group

Company

31 December 2022
£

31 December 2022
£

Current loans and borrowings

Other borrowings

786,155

-

 

Group

Company

2022
£

2022
£

Non-current loans and borrowings

Redeemable preference shares

14,972,746

14,972,746

The redeemable preference shares have preferred rights of return and redemption as detailed in the company's Articles of Association.

 

19

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £65,984.

Contributions totalling £9,656 were payable to the scheme at the end of the period and are included in creditors.

 

20

Share capital

Allotted, called up and fully paid shares

 

31 December 2022

 

No.

£

A Ordinary shares of £0.01 each

104,000

1,040

B Ordinary shares of £0.01 each

96,000

960

 

200,000

2,000

New shares allotted

During the period 12,751 A Ordinary shares having an aggregate nominal value of £128 were allotted for an aggregate consideration of £128. These shares were allotted upon incorporation.

During the period 91,249 A Ordinary shares having an aggregate nominal value of £912 were allotted for an aggregate consideration of £912. These shares were allotted on 9 December 2021.

During the period 96,000 B Ordinary shares having an aggregate nominal value of £960 were allotted for an aggregate consideration of £960. These shares were allotted upon incorporation.

Each class of shares has varying rights as detailed in the Company's Articles of Association.

 

Geller Family Holdings Limited

Notes to the Financial Statements for the Period from 4 November 2021 to 31 December 2022

 

21

Related party transactions

Group

As at 31 December 2022, the group owed £1,314,048 to Laurence Geller. The balance is interest free with no fixed repayment terms.

Company

Summary of transactions with key management

Key management personnel are considered to be the directors of the company and key management personnel compensation is disclosed in note 9 to the financial statements.

 

22

Parent and ultimate parent undertaking

The ultimate controlling party is Laurence Geller.