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REGISTERED NUMBER: 10913094 (England and Wales)















GLOSSBROOK HOLDINGS LIMITED

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 28 FEBRUARY 2023






GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 4

Report of the Independent Auditors 6

Consolidated Income Statement 9

Consolidated Other Comprehensive Income 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


GLOSSBROOK HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 28 FEBRUARY 2023







DIRECTORS: Mr M Allner
Mr N D Dunkerton
Mr R T Fooks
Mr M A McGowan





REGISTERED OFFICE: Glossbrook House
2A Oswald Road
Bournemouth
Dorset
BH9 2TQ





REGISTERED NUMBER: 10913094 (England and Wales)





AUDITORS: Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023


The directors present their strategic report of the company and the group for the year ended 28 February 2023.

BACKGROUND
Glossbrook Holdings Limited ("GHL") was incorporated in August 2017 with the intention of acquiring Glossbrook Builders Limited ("GBL") as part of a management buyout which completed at the end of October 2017.

REVIEW OF BUSINESS
To give a better understanding of the underlying trading company and results the remainder of the strategic report focuses on GBL.

GBL is a builder of houses and flats as well as commercial buildings, operating mainly in Dorset. The size of the projects undertaken are usually in the range from £1m to £6m although several recent contracts have been at or above the higher end of the range. House building can vary from small bungalows to groups of houses and through to single large houses and from a small single block of flats through to multiple, multi-story blocks of flats.

Commercial buildings worked on can vary from small factories or workshops through to industrial developments with several units. We also construct office blocks with finished buildings having a variety of uses.

Although the initial disruption caused by the Coronavirus pandemic causing sites and head office to close was over, the subsequent impact on construction materials availability and cost affected progress on projects throughout 2021 and 2022 with a resultant impact on profitability, as contracts generally are fixed price. These issues were mirrored by a lack of sub-contract labour availability and resultant cost increases across the two years because of high demand. More recently material and labour price increases were also affected by the war in Ukraine.

Despite these issues, GBL continued to progress and complete the projects on hand to its usual high standard of quality not trying to cut corners to ameliorate the increasing cost issues.

The availability and cost issues described had a significant impact on project progress and profitability to the extent that, including any forecast losses from projects not complete at the year end resulted in a gross loss for the year ended 28 February 2023 of £293k (-1.1%) compared to a gross profit of £1,778k in the prior year (7.0%), on GBL's highest recorded turnover of £27.4m (2022 : £25.5m).

The resources that GBL had built in the years before the Coronavirus pandemic allowed it to trade through the problems encountered since whilst many other housebuilders and contractors of similar size and larger have had to cease trading. These resources will enable GBL to take advantage of the opportunities now available in its markets.

GBL had completed several projects in the early months of 2023 with ongoing projects having been priced and tendered for once the issues of material and labour availability and prices had settled and GBL is confident that profitability on these and other new projects under discussion will return to the more normal levels seen in the past.

GBL has a strong order book going forward and, as noted above, these projects have been priced and negotiated once the turbulent supply chain issues had settled and this will allow GBL to look forward to managing the business focussing on delivery of these projects which include some of the largest projects GBL has undertaken.

The reputation of GBL for quality work and good working relationships continues to attract new clients largely because of recommendation as well as repeat business from existing clients. Housing demand continues in the area and results in a flow of enquiries and prospective new work and GBL is in discussion with new and existing clients negotiating prices on a number of projects.

There are potential short and medium term risks to housing demand resulting from the current economic circumstances but long term housing market fundamentals should continue to be strong while there is a continuing housing shortage and demand is greater than supply.

The construction industry in the UK and locally continues to be competitive and margins continue to be tight. GBL is aware that any plans for the future development of the business may be subject to unforeseen future events outside its control.


GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2023

PRINCIPAL RISKS AND UNCERTAINTIES
Significant price inflation because of the Coronavirus pandemic and the conflict in Ukraine had an impact on the profitability of the business in the past few years. Whilst material and sub-contract labour supply issues have improved along with cost pressures, inflationary pressure on material production and distribution continues to provide a risk arising from cost uncertainty. GBL recognises this risk and has adopted a pricing strategy which accounts for this risk. In addition, securing fixed priced supply through early procurement wherever possible provides a degree of price security. GBL's purchasing team continue to work hard in establishing additional supply chain options to mitigate price and availability risk.

Construction activities have the potential risk to cause injury to employees, sub-contract staff, site visitors and the public. GBL is committed to minimising these risks through continual review of its Health & Safety (H&S) Policy, providing ongoing H&S training for all employees and education of sub-contractor staff working on site. GBL has experienced external H&S advisors who are involved in project planning and carry out monthly or twice monthly visits to sites reporting to Site and Contract Managers.

The business is reliant on the performance of its employees in the successful execution of its business activities. GBL is acutely aware of the skills shortage within the industry at all levels which is exacerbated when there is growth within the industry and so GBL strives to create a rewarding environment for all its employees.

In the last few years as GBL and the construction industry in general went through a period of growth, there was greater competition for limited sub-contractor resource. GBL has always recognised the importance of fostering long-term relationships with its materials suppliers and sub-contractors usually local to its operating area and a key element of these relationships is based on good payment terms. These relationships help to maintain the levels of resource to meet GBL's objectives of quality of work and completion to programme.

Construction is a barometer of the broader economy and is affected by adverse economic conditions as well as government policies and these both will have an impact on construction activity. GBL continues to develop the sources of its work ensuring a spread of projects across several sectors to provide a degree of flexibility to react to economic change and avoid exposure to declining work in any sector.

ON BEHALF OF THE BOARD:





Mr R T Fooks - Director


29 November 2023

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 28 FEBRUARY 2023


The directors present their report with the financial statements of the company and the group for the year ended 28 February 2023.

DIVIDENDS
An interim dividend of £120.00 per share was paid on 31 May 2022. The directors recommend that no final dividend be paid.

The total distribution of dividends for the year ended 28 February 2023 will be £150,000.

RESEARCH AND DEVELOPMENT
The Group's projects are usually for bespoke housing developments each of which brings its own challenges in the pre-contract and early stages of the projects requiring value engineering to confirm or increase the project viability for the client and also to overcome any physical or logistical difficulties in delivery of the project.

FUTURE DEVELOPMENTS
Trading in the year ended 28 February 2023 was the most difficult experienced by the Group in the last ten years or so as described in the strategic report resulting in the losses for the year as shown in the accounts which also show the financial position at the year end.

Since the year end, the Group has traded in a more stable environment than during the period from the first Coronavirus lockdown in March 2020 until the year end. This has allowed the Group to develop the business in a more measured manner replacing the resources used in trading through the turbulent times.

The Group will continue to focus on existing longstanding customer relationships which have brought large amounts of repeat business and underpinned the results of the Group over the years. The Group will also develop new relationships already established with other developers and providers of projects.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 March 2022 to the date of this report.

Mr M Allner
Mr N D Dunkerton
Mr R T Fooks
Mr M A McGowan

FINANCIAL INSTRUMENTS
The Group's principal financial instruments comprise bank balances, trade creditors, trade debtors, payments on account and hire purchase agreements. The main purpose of these instruments is to raise funds and finance the Group's operations.

Payments on account are a key part of funding work in progress on the Group's contracts and are managed by ensuring that contract valuations are prepared monthly and that invoices are raised accordingly.

Due to the nature of the financial instruments used by the Group there is no exposure to price risk. The Group's approach to managing other risks applicable to the financial instruments concerned is summarised below.

In respect of bank balances, the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility through the use of overdrafts if necessary at floating rates of interest.

Trade creditors liquidity risk is managed by ensuring sufficient funds are available to meet amounts due.

Trade debtors are managed in respect of credit and cash flow risk by policies concerning the credit offered to customers and the regular monitoring of amounts outstanding for both time and credit limits.

The Group is a lessee in respect of hire purchased and leased assets. The liquidity risk in respect of these is managed in the same way as loans above.


GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 28 FEBRUARY 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group 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 then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- 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 company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
The auditors, Rothmans Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:





Mr R T Fooks - Director


29 November 2023

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GLOSSBROOK HOLDINGS LIMITED


Opinion
We have audited the financial statements of Glossbrook Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 28 February 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 of the parent company affairs as at 28 February 2023 and of the group's loss for the year 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 Auditors' 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GLOSSBROOK HOLDINGS LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 five, 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 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.

Auditors' 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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory framework that the Group operates in, focusing on those laws and regulations that had a direct effect on the Financial Statements or that had a fundamental effect of the operations of the Group. The key laws and regulations we considered in this context included the UK Companies Act and Health & Safety regulations.

Discussions were held within the engagement team regarding how and where fraud might occur in the Financial Statements and any potential indicators of fraud. As part of this discussion, we identified potential risk areas such as the completeness of revenue, the correct application of contract accounting and provisions for any potential losses on contracts. Audit procedures were designed to ensure all of the risks were addressed.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

o enquiring of management as to actual and potential litigation and claims;

o reviewing any correspondence with regulators and the group's legal advisors.

To address the risk of fraud through management bias and override of controls, we:

o performed analytical procedures to identify any unusual or unexpected relationships;

o tested journal entries to identify unusual transactions; and

o assessed whether judgements and assumptions contained any indication of potential bias.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GLOSSBROOK HOLDINGS LIMITED


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 a Report of the Auditors 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.




Kevin Richards (Senior Statutory Auditor)
for and on behalf of Rothmans Audit LLP
Statutory Auditors
Chartered Accountants
Fryern House
125 Winchester Road
Chandlers Ford
Hampshire
SO53 2DR

29 November 2023

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2023

2023 2022
Notes £ £

TURNOVER 3 27,391,095 25,505,681

Cost of sales 27,684,581 23,727,581
GROSS (LOSS)/PROFIT (293,486 ) 1,778,100

Administrative expenses 1,559,496 1,515,524
(1,852,982 ) 262,576

Other operating income 74,460 8,739
OPERATING (LOSS)/PROFIT 5 (1,778,522 ) 271,315

Interest receivable and similar income 753 2,805
(1,777,769 ) 274,120

Interest payable and similar expenses 6 7,969 5,868
(LOSS)/PROFIT BEFORE TAXATION (1,785,738 ) 268,252

Tax on (loss)/profit 7 (230,501 ) 19,318
(LOSS)/PROFIT FOR THE FINANCIAL YEAR (1,555,237 ) 248,934
(Loss)/profit attributable to:
Owners of the parent (1,555,237 ) 248,934

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2023

2023 2022
Notes £ £

(LOSS)/PROFIT FOR THE YEAR (1,555,237 ) 248,934


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME FOR
THE YEAR

(1,555,237

)

248,934

Total comprehensive income attributable to:
Owners of the parent (1,555,237 ) 248,934

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

CONSOLIDATED BALANCE SHEET
28 FEBRUARY 2023

2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible assets 10 254,403 308,919
Tangible assets 11 592,386 548,804
Investments 12 - -
846,789 857,723

CURRENT ASSETS
Stocks 13 47,724 235,017
Debtors: amounts falling due within one year 14 2,650,600 2,313,339
Debtors: amounts falling due after more than
one year

14

470,870

602,946
Cash at bank 46,826 600,369
3,216,020 3,751,671
CREDITORS
Amounts falling due within one year 15 4,507,512 3,399,596
NET CURRENT (LIABILITIES)/ASSETS (1,291,492 ) 352,075
TOTAL ASSETS LESS CURRENT
LIABILITIES

(444,703

)

1,209,798

CREDITORS
Amounts falling due after more than one
year

16

(68,009

)

(72,519

)

PROVISIONS FOR LIABILITIES 19 (282,747 ) (227,502 )
NET (LIABILITIES)/ASSETS (795,459 ) 909,777

CAPITAL AND RESERVES
Called up share capital 20 1,250 1,250
Retained earnings 21 (796,709 ) 908,527
SHAREHOLDERS' FUNDS (795,459 ) 909,777

The financial statements were approved by the Board of Directors and authorised for issue on 29 November 2023 and were signed on its behalf by:





Mr R T Fooks - Director


GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

COMPANY BALANCE SHEET
28 FEBRUARY 2023

2023 2022
Notes £ £ £ £
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 305,000 -
Investments 12 1,284,478 1,284,478
1,589,478 1,284,478

CURRENT ASSETS
Cash at bank 113 115

CREDITORS
Amounts falling due within one year 15 1,570,560 1,265,560
NET CURRENT LIABILITIES (1,570,447 ) (1,265,445 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

19,031

19,033

CAPITAL AND RESERVES
Called up share capital 20 1,250 1,250
Retained earnings 21 17,781 17,783
SHAREHOLDERS' FUNDS 19,031 19,033

Company's profit for the financial year 149,998 308,528

The financial statements were approved by the Board of Directors and authorised for issue on 29 November 2023 and were signed on its behalf by:





Mr R T Fooks - Director


GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023

Called up
share Retained Total
capital earnings equity
£ £ £

Balance at 1 March 2021 1,250 959,593 960,843

Changes in equity
Dividends - (300,000 ) (300,000 )
Total comprehensive income - 248,934 248,934
Balance at 28 February 2022 1,250 908,527 909,777

Changes in equity
Dividends - (150,000 ) (150,000 )
Total comprehensive income - (1,555,237 ) (1,555,237 )
Balance at 28 February 2023 1,250 (796,710 ) (795,460 )

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023

Called up
share Retained Total
capital earnings equity
£ £ £

Balance at 1 March 2021 1,250 9,255 10,505

Changes in equity
Dividends - (300,000 ) (300,000 )
Total comprehensive income - 308,528 308,528
Balance at 28 February 2022 1,250 17,783 19,033

Changes in equity
Dividends - (150,000 ) (150,000 )
Total comprehensive income - 149,998 149,998
Balance at 28 February 2023 1,250 17,781 19,031

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 (299,618 ) (688,454 )
Interest paid (3,431 ) (2,870 )
Interest element of hire purchase payments
paid

(4,538

)

(2,998

)
Tax paid (29,879 ) -
Tax refund 21,142 261,866
Net cash from operating activities (316,324 ) (432,456 )

Cash flows from investing activities
Purchase of tangible fixed assets (69,428 ) (89,129 )
Sale of tangible fixed assets 31,500 2,070
Interest received 486 2,805
Net cash from investing activities (37,442 ) (84,254 )

Cash flows from financing activities
Capital repayments in year (49,777 ) (44,647 )
Equity dividends paid (150,000 ) (300,000 )
Net cash from financing activities (199,777 ) (344,647 )

Decrease in cash and cash equivalents (553,543 ) (861,357 )
Cash and cash equivalents at beginning
of year

2

600,369

1,461,726

Cash and cash equivalents at end of year 2 46,826 600,369

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2023


1. RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS
2023 2022
£ £
(Loss)/profit before taxation (1,785,738 ) 268,252
Depreciation charges 80,690 67,281
Profit on disposal of fixed assets (18,444 ) (970 )
Movement in provision 94,656 150,263
Amortisation charges 54,516 54,516
Finance costs 7,969 5,868
Finance income (753 ) (2,805 )
(1,567,104 ) 542,405
Decrease/(increase) in stocks 187,293 (110,594 )
Increase in trade and other debtors (13,924 ) (869,591 )
Increase/(decrease) in trade and other creditors 1,094,117 (250,674 )
Cash generated from operations (299,618 ) (688,454 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 28 February 2023
28/2/23 1/3/22
£ £
Cash and cash equivalents 46,826 600,369
Year ended 28 February 2022
28/2/22 1/3/21
£ £
Cash and cash equivalents 600,369 1,461,726


3. ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

Other
non-cash
At 1/3/22 Cash flow changes At 28/2/23
£ £ £ £
Net cash
Cash at bank 600,369 (553,543 ) 46,826
600,369 (553,543 ) 46,826
Debt
Finance leases (103,435 ) 49,777 (67,900 ) (121,558 )
(103,435 ) 49,777 (67,900 ) (121,558 )
Total 496,934 (503,766 ) (67,900 ) (74,732 )

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2023


1. COMPANY INFORMATION

Glossbrook Holdings Limited was incorporated on 14 August 2017 under the Companies Act 2006, as a private limited company and is registered in England and Wales. The principal activity of Glossbrook Holdings Limited is that of a holding company. The address of its head office and registered office is Glossbrook House, 2a Oswald Road, Bournemouth, Dorset, BH9 2TQ.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentation currency is £ sterling.

Going Concern
The directors have prepared forecasts for the years to 28 February 2024 and 28 February 2025, incorporating existing work secured and also prospective work of known opportunities.

Based on the forecasts the Group have sufficient resources in place and the financial statements have therefore been prepared on the going concern basis.

Financial reporting standard 102 - reduced disclosure exemptions
The parent company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

o the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);
o the requirements of Section 7 Statement of Cash Flows;
o the requirement of Section 3 Financial Statement Presentation paragraph 3.17(d);
o the requirements of Section 11 Financial Instruments paragraphs 11.41(b), 11.41(c), 11.41(e), 11.41(f), 11.42, 11.44, 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
o the requirement of Section 33 Related Party Disclosures paragraph 33.7.

Basis of consolidation
The group financial statements consolidate the financial statements of Glossbrook Holdings Limited and all its subsidiary undertakings. These financial statements are made up to 28 February 2023.

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

Unless otherwise stated, the acquisition method of accounting has been adopted. Under this method the results of the subsidiary companies acquired or disposed of in the year are included in the consolidated Income Statement from the date of acquisition or up to the date of disposal.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Investments in subsidiaries
Investments are initially recognised at cost and subsequently carried at cost less accumulated impairment losses.

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


2. ACCOUNTING POLICIES - continued

Turnover and profits
Turnover is the total amount receivable by the group services provided under long-term contracts, excluding value added tax and trade discounts.

Long-term contracts are assessed on a contract by contract basis and are reflected in the income statement by recording turnover and related costs as contract activity progresses based on the percentage completed. Where the outcome of each long-term contract can be assessed with reasonable certainty before its conclusion, the attributable profit is recognised in the income statement as the difference between the reported turnover and related costs for that contract. When losses are expected on contracts, these are recognised in full and included in the Future Loss Provision.

The completion stage of a contract is determined by reference to costs incurred compared to total estimated costs of the contract.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Goodwill, being the amount paid in connection with the acquisition of a business in 2017, is being amortised evenly over its estimated useful life of 10 years.

Tangible fixed assets
The cost of fixed assets initially recognised includes its purchase price and any cost that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in a manner intended by management.

Fixed assets are derecognised on disposal or when no future economic benefits are expected. On disposal, the difference between the net disposal proceeds and the carrying amount is recognised in the income statement.

Depreciation is provided at rates calculated to write off the cost or valuation less residual value of each asset over its expected useful life, as follows:

Plant and machinery- 25% reducing balance
Fixtures and equipment- 25% reducing balance
Motor vehicles- 25% reducing balance

The group does not provide depreciation on its freehold property. This policy represents a departure from statutory accounting principles, which require depreciation to be provided on all fixed assets. The directors consider that this policy is necessary in order that the financial statements may give a true and fair view because current values and changes in current values are of prime importance rather than the calculation of systemic annual depreciation. Depreciation is only one of many factors reflected in the valuation and the amount which might otherwise have been shown cannot be separately identified or quantified.

It is the group's policy to maintain the property continually in a state of sound repair and to make improvements from time to time, and accordingly, the directors consider that the life of the property is so long and the residual value so high that depreciation is not significant.

Stocks and work in progress
Work in progress is valued at the lower of cost and net realisable value. Net realisable value is the estimated sales price less costs to completion.

Financial instruments
The group only has financial assets and liabilities of the kind that qualify as basic financial instruments. Basic financial instruments are initially recognised at transaction value and debt instruments are subsequently measured at amortised cost.


GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Research and development
Expenditure on research and development is written off in the year in which it is incurred.


Leasing and hire purchase commitments
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the income statement so as to produce constant periodic rates of charge on the net obligations outstanding in each period.

Rentals payable under operating leases are charged against income on a straight line basis over the lease term.

Pension costs
The pension costs charged in the financial statements represent the contributions payable by the group during the year.

Long term contracts
Amounts recoverable on long term contracts, which are included in debtors are stated at the net sales value of work done after provisions for contingencies and anticipated future losses on contracts, less amounts received as progress payments on account. Excess progress payments are included in creditors as payments received on account.

Dividends
Equity dividends are recognised when they become legally payable.

Interim dividends are recognised when paid and final equity dividends are recognised when approved by the shareholders at an annual general meeting.

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


2. ACCOUNTING POLICIES - continued

Significant judgements and estimates
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the balance sheet date, and the amounts reported for revenues and expenses during the year. However, the nature of estimation means that actual outcomes could differ from those estimates.

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statement:

1) Revenue recognition


Revenue is recognised in relation to the value of work carried out which is based on the project as
a whole. Judgements are made on the timing of revenue recognition based on the stage of
completion percentage of the work and the expected outcome of the contract.

2) Leases

A lease that does not transfer substantially all of the risks and rewards of ownership is classified as
an operating lease and is therefore not included in the statement of financial position.

3) Impairment

The investment and goodwill are assessed for any evidence of impairment. A judgement is made
on whether any provision should be made against either the investment or goodwill.


Other key sources of estimation uncertainty:

1) Revenue recognition

The degree of completion of contracts is estimated by reviewing the costs incurred to date against the
total expected costs of the project.

2) Future Loss Provision

Progress on contracts is continually reviewed to assess performance. Where losses are expected on
contracts these are recognised in full and included in the Future Loss Provision.


3. TURNOVER

The turnover and loss (2022 - profit) before taxation are attributable to the one principal activity of the group.

All of the group's turnover is derived from work on contracts carried out in the UK.

4. EMPLOYEES AND DIRECTORS
2023 2022
£ £
Wages and salaries 2,385,946 2,379,503
Social security costs 282,258 259,238
Other pension costs 135,270 168,403
2,803,474 2,807,144

The average number of employees during the year was as follows:
2023 2022

Site Staff 45 48
Administration 15 13
60 61

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


4. EMPLOYEES AND DIRECTORS - continued

2023 2022
£ £
Directors' remuneration 216,735 206,304
Directors' pension contributions to money purchase schemes 76,909 102,123

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 3

Information regarding the highest paid director is as follows:
2023 2022
£ £
Emoluments etc 89,500 82,042
Pension contributions to money purchase schemes 39,996 56,769

5. OPERATING (LOSS)/PROFIT

The operating loss (2022 - operating profit) is stated after charging/(crediting):

2023 2022
£ £
Depreciation - owned assets 42,045 36,718
Depreciation - assets on hire purchase contracts 38,645 30,563
Profit on disposal of fixed assets (18,444 ) (970 )
Goodwill amortisation 54,516 54,516
Auditors' remuneration - audit services 20,750 13,000

6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£ £
Loans and other interest payable 3,431 2,870
Hire purchase and finance lease charges 4,538 2,998
7,969 5,868

7. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2023 2022
£ £
Current tax:
UK corporation tax - 29,879
Over/under provision in prior
year (29,879 ) (21,047 )
R&D tax credit - prior year (161,211 ) -
Total current tax (191,090 ) 8,832

Deferred tax (39,411 ) 10,486
Tax on (loss)/profit (230,501 ) 19,318

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


7. TAXATION - continued

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£ £
(Loss)/profit before tax (1,785,738 ) 268,252
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of
19 % (2022 - 19 %)

(339,290

)

50,968

Effects of:
Expenses not deductible for tax purposes 13,056 10,976
Utilisation of tax losses - (8,532 )
Adjustments to tax charge in respect of previous periods (29,879 ) (21,047 )
Reversal of deferred tax on revaluation - (11,418 )
Unutilised losses 298,451 -
Impact of super deduction allowance (7,828 ) (6,949 )
Other short term timing differences (3,800 ) 5,320
R&D tax credit- prior year (161,211 ) -
Total tax (credit)/charge (230,501 ) 19,318

The Group have estimated tax losses carried forward of £1.78m (2022 : £Nil).

8. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.


9. DIVIDENDS
2023 2022
£ £
Ordinary shares of £1 each
Interim 150,000 300,000

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£
COST
At 1 March 2022
and 28 February 2023 545,155
AMORTISATION
At 1 March 2022 236,236
Amortisation for year 54,516
At 28 February 2023 290,752
NET BOOK VALUE
At 28 February 2023 254,403
At 28 February 2022 308,919

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


11. TANGIBLE FIXED ASSETS

Group
Fixtures
Freehold Plant and and Motor
property machinery fittings vehicles Totals
£ £ £ £ £
COST
At 1 March 2022 305,000 256,772 38,843 126,717 727,332
Additions - 74,228 - 63,100 137,328
Disposals - (62,168 ) - - (62,168 )
At 28 February 2023 305,000 268,832 38,843 189,817 802,492
DEPRECIATION
At 1 March 2022 - 117,630 20,397 40,501 178,528
Charge for year - 45,691 4,470 30,529 80,690
Eliminated on disposal - (49,112 ) - - (49,112 )
At 28 February 2023 - 114,209 24,867 71,030 210,106
NET BOOK VALUE
At 28 February 2023 305,000 154,623 13,976 118,787 592,386
At 28 February 2022 305,000 139,142 18,446 86,216 548,804

The net book value of tangible fixed assets includes £132,911 (2022: £103,656) in respect of assets held under hire purchase contracts.

Company
Freehold
property
£
COST
Additions 305,000
At 28 February 2023 305,000
NET BOOK VALUE
At 28 February 2023 305,000

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 March 2022
and 28 February 2023 1,284,478
NET BOOK VALUE
At 28 February 2023 1,284,478
At 28 February 2022 1,284,478

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


12. FIXED ASSET INVESTMENTS - continued

The group or the company's investments at the Balance Sheet date in the share capital of companies include the following:

Subsidiaries

Glossbrook Builders Limited
Registered office: 2a Oswald Road, Bournemouth, BH9 2TQ
Nature of business: Construction of houses and commercial buildings
%
Class of shares: holding
Ordinary 100.00

Glossbrook Construction Limited
Registered office: 2a Oswald Road, Bournemouth, BH9 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Glossbrook Developments Limited
Registered office: 2a Oswald Road, Bournemouth, BH9 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Glossbrook Homes Limited
Registered office: 2a Oswald Road, Bournemouth, BH9 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00

Glossbrook (Sussex) Limited
Registered office: 2a Oswald Road, Bournemouth, BH9 2TQ
Nature of business: Dormant
%
Class of shares: holding
Ordinary 100.00


13. STOCKS

Group
2023 2022
£ £
Work-in-progress 545,020 375,468
Payments on account (497,296 ) (140,451 )
47,724 235,017

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


14. DEBTORS

Group
2023 2022
£ £
Amounts falling due within one year:
Trade debtors 1,518,000 1,158,934
Amounts recoverable on contracts 714,799 917,465
Other debtors 56,160 9,665
Corporation tax 191,261 -
VAT 102,396 168,018
Prepayments and accrued income 67,984 59,257
2,650,600 2,313,339

Amounts falling due after more than one year:
Trade debtors 470,870 602,946

Aggregate amounts 3,121,470 2,916,285

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Hire purchase contracts (see note 17) 53,549 30,916 - -
Payments on account 1,723,618 1,529,648 - -
Trade creditors 2,316,537 1,439,323 - -
Amounts owed to group undertakings - - 1,570,560 1,265,560
Corporation tax - 8,833 - -
Social security and other taxes 97,630 124,348 - -
Accruals and deferred income 316,178 266,528 - -
4,507,512 3,399,596 1,570,560 1,265,560

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
2023 2022
£ £
Hire purchase contracts (see note 17) 68,009 72,519

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:


Hire purchase contracts
2023 2022
£ £
Net obligations repayable:
Within one year 53,549 30,916
Between one and five years 68,009 72,519
121,558 103,435



Non-cancellable operating
leases
2023 2022
£ £
Within one year 21,935 35,242
Between one and five years 7,720 29,654
29,654 64,896

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£ £
Hire purchase contracts 121,558 103,435

The hire purchase contracts are secured over the assets to which they relate.

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


19. PROVISIONS FOR LIABILITIES

2023 2022
£ £
Deferred tax - 39,411
Remedial provision 972 972
Future loss provision 281,775 187,119
282,747 227,502


Deferred Remedial Future loss Total
tax provisions provision
£ £ £ £
Balance at 1 March 2022 39,411 972 187,119 227,502
Provided/(utilised) during period (39,411 ) - 94,656 55,245
Balance at 28 February 2023 - 972 281,775 282,747

The deferred tax provision is split as follows:
2023 2022
£ £
Accelerated capital allowances 50,404 39,411
Tax losses carried forward (50,404 -
- 39,411

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
1,250 Ordinary £1 1,250 1,250

The shares have full rights and rank pari passu in relation to:

a) rights to dividends;
b) voting rights; and
c) share in capital distribution on winding up or sale

21. RESERVES

Group
Retained
earnings
£

At 1 March 2022 908,528
Deficit for the year (1,555,237 )
Dividends (150,000 )
At 28 February 2023 (796,709 )

GLOSSBROOK HOLDINGS LIMITED (REGISTERED NUMBER: 10913094)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 28 FEBRUARY 2023


21. RESERVES - continued

Company
Retained
earnings
£

At 1 March 2022 17,783
Profit for the year 149,998
Dividends (150,000 )
At 28 February 2023 17,781

Retained earnings includes all current and prior period retained profits and losses.

22. PENSION COMMITMENTS

The group operates defined contribution pension schemes for all its employees. The schemes and their assets are held by independent managers. The pension charge represents contributions due from the group and amounted to £135,270 (2022: £168,403).

23. RELATED PARTY DISCLOSURES

During the year, a total of key management personnel compensation of £ 383,680 (2022 - £ 415,873 ) was paid.

24. ULTIMATE CONTROLLING PARTY

The directors do not consider any one party to have ultimate control of the company.