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REGISTERED NUMBER: 06800014 (England and Wales)















AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023

FOR

NGP3 LIMITED

NGP3 LIMITED (REGISTERED NUMBER: 06800014)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 MARCH 2023




Page

Company Information 1

Balance Sheet 2

Notes to the Financial Statements 3


NGP3 LIMITED

COMPANY INFORMATION
for the Year Ended 31 MARCH 2023







DIRECTORS: K S Avery
M D Bennett





SECRETARY: K S Avery





REGISTERED OFFICE: Runway East
1 Victoria Street
Redcliffe
Bristol
BS1 6AA





REGISTERED NUMBER: 06800014 (England and Wales)





AUDITORS: Burnside
Chartered Accountants
and Statutory Auditor
61 Queen Square
Bristol
BS1 4JZ

NGP3 LIMITED (REGISTERED NUMBER: 06800014)

BALANCE SHEET
31 MARCH 2023

2023 2022
Notes £    £    £    £   
FIXED ASSETS
Investments 4 1,680,764 1,680,764

CURRENT ASSETS
Debtors 5 - 80,000
Cash at bank 1 1
1 80,001
CREDITORS
Amounts falling due within one year 6 1,331,779 1,411,779
NET CURRENT LIABILITIES (1,331,778 ) (1,331,778 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

348,986

348,986

CREDITORS
Amounts falling due after more than one
year

7

2

2
NET ASSETS 348,984 348,984

CAPITAL AND RESERVES
Called up share capital 8 1,000 1,000
Share premium 300,000 300,000
Retained earnings 47,984 47,984
SHAREHOLDERS' FUNDS 348,984 348,984

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 21 December 2023 and were signed on its behalf by:



K S Avery - Director


NGP3 LIMITED (REGISTERED NUMBER: 06800014)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 MARCH 2023

1. STATUTORY INFORMATION

NGP3 Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


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" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Preparation of consolidated financial statements
The financial statements contain information about NGP3 Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements.

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost, less provision for impairment in value.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax
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.

NGP3 LIMITED (REGISTERED NUMBER: 06800014)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 MARCH 2023

2. ACCOUNTING POLICIES - continued

Financial instruments
Financial assets and liabilities are recognised in the balance sheet when the company becomes party to the contractual provisions of the instrument.

Trade and other debtors and creditors are classified as basic financial instruments and are measured on initial recognition at transaction price. Debtors and creditors are subsequently measured at amortised cost using the effective interest rate method. A provision is established when there is objective evidence that the company not be able to collect all amounts due.

Cash and cash equivalents are classified as basic financial instruments and comprise cash in hand and at bank.

Financial liabilities and equity instruments issued by the company are classified in accordance with the substance of the contractual arrangements entered into and the definitions of a financial liability and an equity instrument. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments issued by the company are recorded at the proceeds received, net of any direct issue costs.

Interest bearing bank loans, overdrafts and other loans which meet the criteria of basic financial instruments are initially recorded at the present value of cash payable to the bank, usually being equivalent to the proceeds received net of direct issue costs. These liabilities are subsequently measured at amortised cost, using the effective interest rate method.

Going concern
At the year end date the company had net current liabilities of £1,331,778. However, this includes a liability to its subsidiaries of £1,331,779, which it is understood will not be demanded unless the company has the means to pay.

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors therefore continue to adopt the going concern basis of accounting in preparing the financial statements.

3. EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2022 - NIL).

NGP3 LIMITED (REGISTERED NUMBER: 06800014)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 MARCH 2023

4. FIXED ASSET INVESTMENTS
Shares in
group
undertakings
£   
COST
At 1 April 2022
and 31 March 2023 1,680,764
NET BOOK VALUE
At 31 March 2023 1,680,764
At 31 March 2022 1,680,764

At 31 March 2023 the company owned 100% of the issued share capital of the companies listed below:

Aggregate capital and reserves
E3 Holdings Limited - £1 (2022 - £1)
E3 Media Limited - trading as Great State - £2,925,508 (2022 - £2,440,557)
Great State Limited - £1 (2022 - £1)

Profit and (loss) for the year
E3 Holdings Limited - £nil (2022 - £nil)
E3 Media Limited - trading as Great State - £974,951 (2022 - £347,358)
Great State Limited - £nil (2022 - £nil)

5. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Other debtors - 80,000

6. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£    £   
Dividends payable - 80,000
Amount owed to group
undertakings 1,331,779 1,331,779
1,331,779 1,411,779

NGP3 LIMITED (REGISTERED NUMBER: 06800014)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 MARCH 2023

7. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£    £   
Amounts owed to group
undertakings 2 2
2 2

8. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £    £   
1,000 Ordinary £1 1,000 1,000

9. DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Report of the Auditors was unqualified.

Steven Coombe FCA (Senior Statutory Auditor)
for and on behalf of Burnside

10. CONTINGENT LIABILITIES

The company has granted a debenture to HSBC Bank plc as part of a composite guarantee in respect of borrowing facilities provided to E3 Media Limited - trading as Great State, and E3 Holdings Limited creating charges over the assets of the company.

E3 Media Limited had borrowings subject to this debenture at 31 March 2023 of £135,417 (2022 - £197,917). The company had no such borrowings at either 31 March 2023 or 31 March 2022.

11. RELATED PARTY DISCLOSURES

The company is controlled by K S Avery and M D Bennett, directors of the company.

The company owed £1,391,779 to subsidiary companies at 31 March 2023 and 31 March 2022.

NGP3 LIMITED (REGISTERED NUMBER: 06800014)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 MARCH 2023

12. SHARE-BASED PAYMENT TRANSACTIONS

On 16 May 2013 the company put in place an Employment Management Incentive ("EMI") Share Option scheme. At 31 March 2023 options over 58 Ordinary shares of £1.00 and 292 'A' Ordinary shares of £1.00 had been granted to certain members of the management team.

A proportion of the share options vest each time certain performance criteria are met by the trading subsidiary E3 Media Limited - trading as Great State.

The options were exercisable at a price of £1.00 and were subject to certain exit conditions. The options could be exercised up until 15 May 2023. None of the options were exercised in the year, or after, and they have all now lapsed.