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COMPANY REGISTRATION NUMBER: 11619725
Greenstone Noble Limited
Filleted Financial Statements
31 October 2023
Greenstone Noble Limited
Financial Statements
Year ended 31 October 2023
Contents
Page
Consolidated statement of financial position
1
Company statement of financial position
3
Consolidated statement of changes in equity
5
Company statement of changes in equity
6
Notes to the financial statements
7
Greenstone Noble Limited
Consolidated Statement of Financial Position
31 October 2023
2023
2022
Note
£
£
£
Fixed assets
Tangible assets
5
53,280,078
51,700,800
Current assets
Debtors
7
1,604,308
837,878
Cash at bank and in hand
2,087,184
3,066,423
------------
------------
3,691,492
3,904,301
Creditors: amounts falling due within one year
8
975,990
1,331,469
------------
------------
Net current assets
2,715,502
2,572,832
-------------
-------------
Total assets less current liabilities
55,995,580
54,273,632
Creditors: amounts falling due after more than one year
9
50,334,868
48,161,486
Provisions
Taxation including deferred tax
1,421,932
1,045,374
-------------
-------------
Net assets
4,238,780
5,066,772
-------------
-------------
Capital and reserves
Called up share capital
2,981,652
2,819,304
Share premium account
262,986
102,122
Other reserves
( 1,344,883)
( 39,180)
Profit and loss account
2,339,025
2,184,526
------------
------------
Shareholders funds
4,238,780
5,066,772
------------
------------
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the consolidated income statement has not been delivered.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
Greenstone Noble Limited
Consolidated Statement of Financial Position (continued)
31 October 2023
These financial statements were approved by the board of directors and authorised for issue on 7 March 2024 , and are signed on behalf of the board by:
Mr A D L Price
Director
Company registration number: 11619725
Greenstone Noble Limited
Company Statement of Financial Position
31 October 2023
2023
2022
Note
£
£
£
Fixed assets
Tangible assets
5
42,825,800
Investments
6
4,004,707
2
------------
-------------
4,004,707
42,825,802
Current assets
Debtors
7
25,318,194
8,642,144
Cash at bank and in hand
998,846
3,032,911
-------------
-------------
26,317,040
11,675,055
Creditors: amounts falling due within one year
8
118,691
1,115,799
-------------
-------------
Net current assets
26,198,349
10,559,256
-------------
-------------
Total assets less current liabilities
30,203,056
53,385,058
Creditors: amounts falling due after more than one year
9
26,834,868
48,161,486
Provisions
Taxation including deferred tax
899,492
-------------
-------------
Net assets
3,368,188
4,324,080
-------------
-------------
Capital and reserves
Called up share capital
2,981,652
2,819,304
Share premium account
262,986
102,122
Other reserves
( 569,492)
( 569,492)
Profit and loss account
693,042
1,972,146
------------
------------
Shareholders funds
3,368,188
4,324,080
------------
------------
The loss for the financial year of the parent company was £ 10,741 (2022: £ 2,333,260 profit).
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
Greenstone Noble Limited
Company Statement of Financial Position (continued)
31 October 2023
These financial statements were approved by the board of directors and authorised for issue on 7 March 2024 , and are signed on behalf of the board by:
Mr A D L Price
Director
Company registration number: 11619725
Greenstone Noble Limited
Consolidated Statement of Changes in Equity
Year ended 31 October 2023
Called up share capital
Share premium account
Other reserves
Profit and loss account
Total
£
£
£
£
£
At 1 November 2021
2,631,389
21,010
( 1,453,642)
1,771,599
2,970,356
Profit for the year
3,064,142
3,064,142
Other comprehensive income for the year:
Non-distributable reserves movement
1,414,462
( 1,414,462)
------------
--------
------------
------------
------------
Total comprehensive income for the year
1,414,462
1,649,680
3,064,142
Issue of shares
187,915
81,112
269,027
Dividends paid and payable
( 1,236,753)
( 1,236,753)
------------
--------
------------
------------
------------
Total investments by and distributions to owners
187,915
81,112
( 1,236,753)
( 967,726)
At 31 October 2022
2,819,304
102,122
( 39,180)
2,184,526
5,066,772
Profit for the year
117,159
117,159
Other comprehensive income for the year:
Non-distributable reserves movement
( 1,305,703)
1,305,703
------------
---------
------------
------------
------------
Total comprehensive income for the year
( 1,305,703)
1,422,862
117,159
Issue of shares
162,348
160,864
323,212
Dividends paid and payable
( 1,268,363)
( 1,268,363)
---------
---------
----
------------
------------
Total investments by and distributions to owners
162,348
160,864
( 1,268,363)
( 945,151)
------------
---------
------------
------------
------------
At 31 October 2023
2,981,652
262,986
( 1,344,883)
2,339,025
4,238,780
------------
---------
------------
------------
------------
Greenstone Noble Limited
Company Statement of Changes in Equity
Year ended 31 October 2023
Called up share capital
Share premium account
Other reserves
Profit and loss account
Total
£
£
£
£
£
At 1 November 2021
2,631,389
21,010
( 1,450,480)
1,756,627
2,958,546
Profit for the year
2,333,260
2,333,260
Other comprehensive income for the year:
Non-distributable reserves movement
880,988
( 880,988)
------------
--------
------------
------------
------------
Total comprehensive income for the year
880,988
1,452,272
2,333,260
Issue of shares
187,915
81,112
269,027
Dividends paid and payable
( 1,236,753)
( 1,236,753)
------------
--------
------------
------------
------------
Total investments by and distributions to owners
187,915
81,112
( 1,236,753)
( 967,726)
At 31 October 2022
2,819,304
102,122
( 569,492)
1,972,146
4,324,080
Loss for the year
( 10,741)
( 10,741)
------------
---------
------------
------------
------------
Total comprehensive income for the year
( 10,741)
( 10,741)
Issue of shares
162,348
160,864
323,212
Dividends paid and payable
( 1,268,363)
( 1,268,363)
---------
---------
----
------------
------------
Total investments by and distributions to owners
162,348
160,864
( 1,268,363)
( 945,151)
------------
---------
---------
------------
------------
At 31 October 2023
2,981,652
262,986
( 569,492)
693,042
3,368,188
------------
---------
---------
------------
------------
Greenstone Noble Limited
Notes to the Financial Statements
Year ended 31 October 2023
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Bradstowe House, 35 Middle Wall, Whitstable, Kent, CT5 1BJ, England.
2. Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of Greenstone Noble Limited and all of its subsidiary undertakings. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.
Investment property
Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure.
Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Revenue recognition
Turnover comprises the fair value of the consideration received or receivable for the rental of investment property in the ordinary course of the company's activities. Turnover is shown net of sales/value added tax,returns, rebates and discounts. The company recognises revenue when: The amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the company's activities.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Fixtures and fittings
-
5% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.
Financial instruments
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at transaction price. Any losses arising from impairment are recognised in the profit and loss account in other administrative expenses. Loans and borrowings are initially recognised at transaction price including transaction costs. Subsequently, they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement constitutes a finance transaction it is measured at present value.
4. Employee numbers
The average number of persons employed by the company during the year amounted to 3 (2022: 3 ).
5. Tangible assets
Group
Land and buildings
Fixtures and fittings
Total
£
£
£
Cost
At 1 November 2022
51,700,800
51,700,800
Additions
1,194,145
14,639
1,208,784
Acquisitions through business combinations
1,300,000
1,300,000
Revaluations
( 929,145)
( 929,145)
-------------
--------
-------------
At 31 October 2023
53,265,800
14,639
53,280,439
-------------
--------
-------------
Depreciation
At 1 November 2022
Charge for the year
361
361
-------------
--------
-------------
At 31 October 2023
361
361
-------------
--------
-------------
Carrying amount
At 31 October 2023
53,265,800
14,278
53,280,078
-------------
--------
-------------
At 31 October 2022
51,700,800
51,700,800
-------------
--------
-------------
Company
Land and buildings
£
Cost
At 1 November 2022
42,825,800
Disposals through business combinations
( 42,825,800)
-------------
At 31 October 2023
-------------
Depreciation
At 1 November 2022 and 31 October 2023
-------------
Carrying amount
At 31 October 2023
-------------
At 31 October 2022
42,825,800
-------------
6. Investments
The group has no investments.
Company
Shares in group undertakings
£
Cost
At 1 November 2022
2
Additions
4,004,705
------------
At 31 October 2023
4,004,707
------------
Impairment
At 1 November 2022 and 31 October 2023
------------
Carrying amount
At 31 October 2023
4,004,707
------------
At 31 October 2022
2
------------
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Greenstone Noble Propco 1 Ltd
Ordinary
100
Greenstone Noble Propco 2 Ltd
Ordinary
100
Greenstone Noble Resco Limited
Ordinary
100
Greenstone Torquay Limited
Ordinary
100
7. Debtors
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade debtors
80,117
85,901
37,200
76,517
Amounts owed by group undertakings and undertakings in which the company has a participating interest
25,143,291
7,894,406
Other debtors
1,524,191
751,977
137,703
671,221
------------
---------
-------------
------------
1,604,308
837,878
25,318,194
8,642,144
------------
---------
-------------
------------
8. Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
9,602
Trade creditors
192,829
171,531
69,303
118,213
Corporation tax
147,917
247,311
201,006
Social security and other taxes
128,283
142,067
5,298
121,713
Other creditors
497,359
770,560
44,090
674,867
---------
------------
---------
------------
975,990
1,331,469
118,691
1,115,799
---------
------------
---------
------------
The bank holds a fixed and floating charge over the assets of the company.
9. Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans and overdrafts
23,500,000
22,787,750
22,787,750
Other creditors
26,834,868
25,373,736
26,834,868
25,373,736
-------------
-------------
-------------
-------------
50,334,868
48,161,486
26,834,868
48,161,486
-------------
-------------
-------------
-------------
The bank holds a fixed and floating charge over the assets of the company.
10. Financial instruments
During the year, the company entered into an interest rate swap agreement, designated as a derivative financial instrument held at fair value through profit or loss, on a nominal amount of £21,150,000 to reduce variable interest rate risk. This swap aims to mitigate the exposure to fair value losses arising from adverse movements in interest rates. At the year end,the swap had a fair value of £412,447 asset (2022: nil). Hedge accounting has not been adopted for the above derivative and so the full gain of £414,447 has been recognised in the statement of profit or loss during the year.
11. Investment units
Investment Units comprise of shares and a linked loan. A share and its linked loan can only be dealt with together as an Investment Unit as outlined in the Articles of Association. A share and a linked loan cannot be dealt with separately. The original cost of an Investment Unit in the company was £10 split as £1 Ordinary Share and £9 of linked loans. A total of 2,981,652 (2022: 2,819,304) units have been issued as at the date of these financial statements. At the balance sheet date, the pro-rata book value of an Investment Unit was £10.42 (2022: £10.80). This value is based on the company's balance sheet value excluding the shareholder loans that make up an Investment Unit.
2023
2022
£
£
Net Asset Value
4,238,780
5,066,772
Shareholder Loans
26,834,868
25,373,736
Book Value of Investment Units at Balance Sheet date
31,073,648
30,440,508
Value per Investment Unit
10
11
12. Summary audit opinion
The auditor's report dated 7 March 2024 was unqualified .
The senior statutory auditor was Robert Field FCA CTA , for and on behalf of Burgess Hodgson LLP .