Company registration number SC478614 (Scotland)
GMSS HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
GMSS HOLDINGS LIMITED
CONTENTS
Page
Company information
1
Strategic report
2
Directors' report
3 - 4
Independent auditor's report
5 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 16
GMSS HOLDINGS LIMITED
COMPANY INFORMATION
- 1 -
Directors
Mr G F Smith
Mr M A Smith
Mr A Bone
Mr M Woods
Company number
SC478614
Registered office
C/O Scotia Double Glazing Limited
Unit 2
Moorfield Park
Kilmarnock
Scotland
KA2 0FJ
Auditor
Consilium Audit Limited
169 West George Street
Glasgow
Scotland
G2 2LB
GMSS HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 2 -

The directors present the strategic report for the year ended 30 June 2023.

Review of Business and Key Performance Indicators

The results for the year and the financial position of the Company are shown in the financial statements.

 

The result for the year has arisen as a consequence of a dividend received from a subsidiary company from which there has been deductions in the form of interest on loans and bank charges. A deal for the Company to buy-back the remainder of the investment made in 2014 by UK Steel Enterprise in the form of A Ordinary shares concluded in the year under review. There were no other transactions and, from a trading perspective, the Company was effectively dormant.

 

As a result of the above transactions and taking account of dividends payable to shareholders, the net asset figure has reduced from £389k as at 30 June 2022 to £68k at 30 June 2023.

 

On behalf of the board

Mr G F Smith
Director
4 March 2024
GMSS HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 JUNE 2023
- 3 -

The directors present their annual report and financial statements for the year ended 30 June 2023.

Principal activities

The principal activity of the company was that of an intermediate holding company.

Results and dividends

The results for the year are set out on page 8.

Ordinary dividends were paid amounting to £1,500,000 (2022: £1,100,000). The directors do not recommend payment of a further dividend.

Directors

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

Mr G F Smith
Mr M A Smith
Mr A Bone
Mr M Woods
Auditor

The auditor, Consilium Audit Limited, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of directors' responsibilities

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

 

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

 

 

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

Statement of disclosure to auditor

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

GMSS HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 4 -
On behalf of the board
Mr G F Smith
Director
4 March 2024
GMSS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GMSS HOLDINGS LIMITED
- 5 -
Opinion

We have audited the financial statements of GMSS Holdings Limited (the 'company') for the year ended 30 June 2023 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

GMSS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GMSS HOLDINGS LIMITED
- 6 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

GMSS HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GMSS HOLDINGS LIMITED
- 7 -

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.

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence.

 

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

 

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

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

David Holt
Senior Statutory Auditor
For and on behalf of Consilium Audit Limited
Statutory Auditor
169 West George Street
Glasgow
Scotland
G2 2LB
4 March 2024
GMSS HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 JUNE 2023
- 8 -
2023
2022
Notes
£
£
Interest receivable and similar income
4
1,500,000
1,100,000
Interest payable and similar expenses
5
(14,650)
(16,534)
Profit before taxation
1,485,350
1,083,466
Tax on profit
6
-
0
-
0
Profit for the financial year
1,485,350
1,083,466

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

The notes on pages 11 to 16 form part of these financial statements.

GMSS HOLDINGS LIMITED
BALANCE SHEET
AS AT
30 JUNE 2023
30 June 2023
- 9 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
8
2,287,765
2,287,765
Current assets
Cash at bank and in hand
5,270
-
0
Creditors: amounts falling due within one year
10
(2,045,394)
(1,718,949)
Net current liabilities
(2,040,124)
(1,718,949)
Total assets less current liabilities
247,641
568,816
Creditors: amounts falling due after more than one year
11
(180,000)
(180,000)
Net assets
67,641
388,816
Capital and reserves
Called up share capital
12
30,000
36,511
Capital redemption reserve
20,000
13,489
Profit and loss reserves
17,641
338,816
Total equity
67,641
388,816

The notes on pages 11 to 16 form part of these financial statements.

The financial statements were approved by the board of directors and authorised for issue on 4 March 2024 and are signed on its behalf by:
Mr A Bone
Director
Company Registration No. SC478614
GMSS HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 JUNE 2023
- 10 -
Share capital
Capital redemption reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2021
36,511
13,489
355,350
405,350
Year ended 30 June 2022:
Profit and total comprehensive income for the year
-
-
1,083,466
1,083,466
Dividends
7
-
-
(1,100,000)
(1,100,000)
Balance at 30 June 2022
36,511
13,489
338,816
388,816
Year ended 30 June 2023:
Profit and total comprehensive income for the year
-
-
1,485,350
1,485,350
Dividends
7
-
-
(1,500,000)
(1,500,000)
Own shares acquired
(6,511)
6,511
(306,525)
(306,525)
Balance at 30 June 2023
30,000
20,000
17,641
67,641

The notes on pages 11 to 16 form part of these financial statements.

GMSS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2023
- 11 -
1
Accounting policies
Company information

GMSS Holdings Limited is a private company limited by shares incorporated in Scotland. The registered office is Unit 2, Moorfield Park, Kilmarnock, Scotland, KA2 0FJ. The company's registration number is SC478614.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of GMSS Holdings (2) Limited. These consolidated financial statements are available from its registered office, Unit 2 Moorfield North Industrial Park, Kilmarnock, Scotland, KA2 0FJ.

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Atruet 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. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.3
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

GMSS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 12 -
1.4
Financial instruments

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

 

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

 

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

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in the profit and loss account, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through the profit and loss account are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the profit and loss account.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the profit and loss account.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.5
Taxation

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

Current tax

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

GMSS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
1
Accounting policies
(Continued)
- 13 -
Deferred tax

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

 

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

2
Auditor's remuneration

The audit fee in the current and prior year was borne by a fellow group company.

3
Employees

The average monthly number of persons (including directors) employed by the company during the year was:

2023
2022
Total
-
0
-
0
4
Interest receivable and similar income
2023
2022
£
£
Income from fixed asset investments
Income from shares in group undertakings
1,500,000
1,100,000
5
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
250
-
Preference share dividend
-
0
2,134
Loan interest
14,400
14,400
14,650
16,534
GMSS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 14 -
6
Taxation

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

2023
2022
£
£
Profit before taxation
1,485,350
1,083,466
Expected tax charge based on the standard rate of corporation tax in the UK of 20.50% (2022: 19.00%)
304,497
205,859
Tax effect of expenses that are not deductible in determining taxable profit
-
0
405
Tax effect of income not taxable in determining taxable profit
(307,280)
(209,000)
Group relief
2,783
2,736
Taxation charge for the year
-
-
7
Dividends
2023
2022
£
£
Final paid
1,500,000
1,100,000
8
Fixed asset investments
2023
2022
Notes
£
£
Investments in subsidiaries
9
2,287,765
2,287,765
9
Subsidiaries

Details of the company's subsidiaries at 30 June 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Ayrshire Aluminium Co. Limited
Unit 2, Moorfield Park, Kilmarnock, Scotland, KA2 0FJ
Holding company
Ordinary
100.00
-
Scotia Double Glazing Limited
Unit 2, Moorfield Park, Kilmarnock, Scotland, KA2 0FJ
Double glazing products
Ordinary
-
100.00
GMSS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 15 -
10
Creditors: amounts falling due within one year
2023
2022
£
£
Amounts owed to group undertakings
2,033,902
1,532,899
Other creditors
2,372
182,450
Accruals and deferred income
9,120
3,600
2,045,394
1,718,949
11
Creditors: amounts falling due after more than one year
2023
2022
£
£
Other creditors
180,000
180,000
12
Share capital
2023
2022
2023
2022
Number
Number
£
£
Ordinary share capital
Issued and fully paid
Ordinary shares of £1 each
30,000
30,000
30,000
30,000
A Ordinary shares of £1 each
-
6,511
-
6,511
30,000
36,511
30,000
36,511

Share rights

 

At a general meeting of the Company, every holder of Ordinary shares and Ordinary A shares shall have one vote for each share.

 

A Ordinary shares are entitled to a cumulative participating dividend equal to 6.51% (2022: 6.51%) of the net profit of the Company and its subsidiaries.

 

During the year. the Company repurchased the 6,511 A ordinary shares for £306,525.

GMSS HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2023
- 16 -
13
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Transactions and balances with related parties
2023
2022
£
£
Dividends paid to related company
-
100,000
Interest paid to related company
250
2,134
Interest paid to directors
14,400
14,400
Amounts owed to related company
-
180,078
Amounts owed to directors
180,000
180,000

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.

 

No other transaction were undertaken such as are required to be disclosed under Financial Reporting Standard 102 'The financial Reporting Standard applicable in the UK and Republic of Ireland'.

14
Parent company

The Company's immediate and ultimate parent company is GMSS Holdings (2) Limited.

15
Ultimate controlling party

The Company is under the control of the shareholders in the ultimate parent company GMSS Holdings (2) Limited. No individual shareholder has a controlling interest.

16
Contingent liabilities

The Company has given a cross guarantee in respect of the bank loan of Scotia Double Glazing Limited. As at 30 June 2023 the outstanding balance was £262,685 (2022: £487,998).

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