REGISTERED NUMBER: |
AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2023 |
FOR |
NGP3 LIMITED |
REGISTERED NUMBER: |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
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 |
CURRENT ASSETS |
Debtors | 5 |
Cash at bank |
CREDITORS |
Amounts falling due within one year | 6 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
7 |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 8 |
Share premium |
Retained earnings |
SHAREHOLDERS' FUNDS |
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 |
NGP3 LIMITED (REGISTERED NUMBER: 06800014) |
NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 MARCH 2023 |
1. | STATUTORY INFORMATION |
NGP3 Limited is a |
The presentation currency of the financial statements is the Pound Sterling (£). |
2. | ACCOUNTING POLICIES |
Basis of preparing the financial statements |
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 |
NET BOOK VALUE |
At 31 March 2023 |
At 31 March 2022 |
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 |
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 |
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 |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2023 | 2022 |
value: | £ | £ |
Ordinary | £1 | 1,000 | 1,000 |
9. | DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006 |
The Report of the Auditors was unqualified. |
for and on behalf of |
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. |