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REGISTERED NUMBER: 12505230 (England and Wales)















GREEN AND BLUE HOLDINGS LIMITED

Group Strategic Report,

Directors' Report and

Consolidated Financial Statements

for the Year Ended 31 March 2023






GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Contents of the Consolidated Financial Statements
for the year ended 31 March 2023










Page

Company Information 1

Group Strategic Report 2

Directors' Report 3

Independent Auditors' Report 4

Consolidated Statement of Comprehensive Income 7

Consolidated Balance Sheet 8

Company Balance Sheet 9

Consolidated Statement of Changes in Equity 10

Company Statement of Changes in Equity 11

Consolidated Cash Flow Statement 12

Notes to the Consolidated Financial Statements 13


GREEN AND BLUE HOLDINGS LIMITED

Company Information
for the year ended 31 March 2023







Directors: J B Ellis
D Ellis





Registered office: 178 Buckingham Avenue
Slough
Buckinghamshire
SL1 4RD





Registered number: 12505230 (England and Wales)





Auditors: Cooper Parry Group Limited
Statutory Auditor
178 Buckingham Avenue
Slough
Berkshire
SL1 4RD

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Group Strategic Report
for the year ended 31 March 2023


The directors present their strategic report of the company and the group for the year ended 31 March 2023.

Review of business
Green and Blue Holdings Limited was incorporated to act as an investment holding company. The company did not trade in the financial period and is not expecting to trade going forward.

The majority of the money for the prior year sale of subsidiaries has been received in the current year. Part of this balance not yet received has been loaned to the the shareholders of Bardia BV and post year end declared as a dividend. No other significant plans have been made for the money received.

On behalf of the board:





D Ellis - Director


29 March 2024

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Directors' Report
for the year ended 31 March 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 March 2023.

Dividends
No dividends will be distributed for the year ended 31 March 2023.

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

J B Ellis
D Ellis

Statement of directors' responsibilities
The directors are responsible for preparing the Group Strategic Report, the Directors' 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 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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

Auditors
The audit business of Haines Watts Farnborough (2020) LLP was acquired by Cooper Parry Group Limited on 14 November 2023. Haines Watts Farnborough (2020) LLP has resigned as auditor and Cooper Parry Group Limited has been appointed in its place.

On behalf of the board:





D Ellis - Director


29 March 2024

Independent Auditors' Report to the Members of
Green and Blue Holdings Limited


Opinion
We have audited the financial statements of Green and Blue Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 March 2023 which comprise the Consolidated Statement of 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 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 31 March 2023 and of the group's profit 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 Directors' Report, but does not include the financial statements and our Auditors' Report 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Independent Auditors' Report to the Members of
Green and Blue 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 Directors' Report.

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, 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 an Auditors' 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.

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:

We gained an understanding of the legal and regulatory framework applicable to the company and the industry in which it operates, and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed with the Directors the policies and procedures in place regarding compliance with laws and regulations. We discussed amongst the audit team the identified laws and regulations, and remained alert to any indications of non-compliance.

During the audit we focussed on laws and regulations which could reasonably be expected to give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation and enquiries with management.

Our procedures in relation to fraud included but were not limited to: inquires of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in
accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

Independent Auditors' Report to the Members of
Green and Blue 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 an Auditors' 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.




Tara Mellett (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
178 Buckingham Avenue
Slough
Berkshire
SL1 4RD

29 March 2024

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Consolidated
Statement of Comprehensive
Income
for the year ended 31 March 2023

2023 2022
Notes £ £

Turnover - -

Administrative expenses (162,084 ) (4,205 )
(162,084 ) (4,205 )

Other operating income 4,095,300 25,553,376
Operating profit and
Profit before taxation 3,933,216 25,549,171

Tax on profit 5 (26,925 ) -
Profit for the financial year 3,906,291 25,549,171

Other comprehensive income - -
Total comprehensive income for the year 3,906,291 25,549,171

Profit attributable to:
Owners of the parent 3,906,291 25,549,171

Total comprehensive income attributable to:
Owners of the parent 3,906,291 25,549,171

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Consolidated Balance Sheet
31 March 2023

2023 2022
Notes £ £ £ £
Fixed assets
Investments 8 1 1

Current assets
Debtors 9 26,458,563 48,627,187
Cash at bank 26,138,312 -
52,596,875 48,627,187
Creditors
Amounts falling due within one year 10 146,046 82,649
Net current assets 52,450,829 48,544,538
Total assets less current liabilities 52,450,830 48,544,539

Capital and reserves
Called up share capital 11 23,000,000 23,000,000
Retained earnings 12 29,450,830 25,544,539
Shareholders' funds 52,450,830 48,544,539

The financial statements were approved by the Board of Directors and authorised for issue on 29 March 2024 and were signed on its behalf by:





D Ellis - Director


GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Company Balance Sheet
31 March 2023

2023 2022
Notes £ £ £ £
Fixed assets
Investments 8 22,999,998 22,999,998

Current assets
Debtors 9 24,491,484 2
Cash at bank 1,752,344 -
26,243,828 2
Creditors
Amounts falling due within one year 10 16,655,140 -
Net current assets 9,588,688 2
Total assets less current liabilities 32,588,686 23,000,000

Capital and reserves
Called up share capital 11 23,000,000 23,000,000
Retained earnings 9,588,686 -
Shareholders' funds 32,588,686 23,000,000

Company's profit for the financial year 9,588,686 -

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

The financial statements were approved by the Board of Directors and authorised for issue on 29 March 2024 and were signed on its behalf by:





D Ellis - Director


GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Consolidated Statement of Changes in Equity
for the year ended 31 March 2023

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 April 2021 23,000,000 (4,632 ) 22,995,368

Changes in equity
Total comprehensive income - 25,549,171 25,549,171
Balance at 31 March 2022 23,000,000 25,544,539 48,544,539

Changes in equity
Total comprehensive income - 3,906,291 3,906,291
Balance at 31 March 2023 23,000,000 29,450,830 52,450,830

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Company Statement of Changes in Equity
for the year ended 31 March 2023

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 April 2021 23,000,000 - 23,000,000

Changes in equity
Balance at 31 March 2022 23,000,000 - 23,000,000

Changes in equity
Total comprehensive income - 9,588,686 9,588,686
Balance at 31 March 2023 23,000,000 9,588,686 32,588,686

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Consolidated Cash Flow Statement
for the year ended 31 March 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 13 36,726,113 (48,723,520 )
Dividend received - 25,306,221
Net cash from operating activities 36,726,113 (23,417,299 )

Cash flows from investing activities
Sale of fixed asset investments 4,095,300 23,417,299
Net cash from investing activities 4,095,300 23,417,299

Cash flows from financing activities
Amount withdrawn by directors (14,683,101 ) -
Net cash from financing activities (14,683,101 ) -

Increase in cash and cash equivalents 26,138,312 -
Cash and cash equivalents at beginning
of year

14

-

-

Cash and cash equivalents at end of year 14 26,138,312 -

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Notes to the Consolidated Financial Statements
for the year ended 31 March 2023


1. Statutory information

Green and Blue Holdings 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 General Information page.

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.

Basis of consolidation
The financial statements consolidate the accounts of Green and Blue Holdings Limited and it's subsidiary undertakings ('subsidiaries').

At the prior period end, a number of the subsidiaries were sold and one is immaterial. The subsidiaries that have been excluded in both periods are:


Company name


Ownership %
Registered
office

Status
Bardia N.V. 100 Curacoa Immaterial
Diamond Despatch Ltd 100 UK Sold
Deltec International Courier Ltd 100 UK Sold
Deltec International Courier Inc. 100 USA Sold
Deltec International Courier inc. GmbH 100 Germany Sold
Skynet (London) Ltd 100 UK Sold

The sale of subsidiaries occurred in October 2021.

The following subsidiary is included in the consolidation for both periods:

Company name Ownership % Registered office
Bardia B.V. 100 Netherlands

Investments in subsidiaries
Investments in subsidiary undertakings are recognised at cost.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or 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 have been enacted or substantively enacted by the balance sheet date.

Foreign currencies
Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the balance sheet date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

Going concern
The financial statements have been prepared on a going concern basis. The director has reviewed and considered relevant information, including the future results of the company and the parent. In particular, the director has continued to monitor the cash requirements of the company. The remaining subsidiary of the company has cash reserves exceeding £27m and further the company in its own right has loans receivable of £9.5m. Based on this the directors believe this is sufficient to sustain the group and at the time of approving the financial statement, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future hence the director has concluded that they can continue to adopt the going concern basis in preparing the financial statements.

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2023


2. Accounting policies - continued

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

Trade and other debtors and creditors are classified as basic financial instruments and measured at 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 will 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 and bank overdrafts which are an integral part of the company's cash management.

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.

3. Employees and directors

There were no staff costs or employees for the period ended 31 March 2023 as well as the prior year.

2023 2022
£ £
Directors' remuneration - -

4. Operating profit

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

2023 2022
£ £
Profit on disposal of fixed assets (4,095,300 ) (247,155 )
Foreign exchange differences 7,171 4,205

5. Taxation

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£ £
Current tax:
Prior period sub tax 26,925 -
Tax on profit 26,925 -

6. Individual statement of comprehensive income

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.


7. Exceptional items

During the year ended 31 March 2022, Bardia BV sold its subsidiaries this sale was recognised in that accounting period. Included within profit from sale of fixed asset investments in the current period is the remaining balance of proceeds paid. This amount could not be confirmed as due until the agreement of completion accounts to assess the ongoing working capital requirements of the sold entities and excess cash balance due as proceeds to Bardia BV, this occurred in the current period.

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2023


8. Fixed asset investments

Group
Shares in
group
undertakings
£
Cost
At 1 April 2022
and 31 March 2023 1
Net book value
At 31 March 2023 1
At 31 March 2022 1
Company
Shares in
group
undertakings
£
Cost
Additions 22,999,998
At 31 March 2023 22,999,998
Net book value
At 31 March 2023 22,999,998

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

Subsidiary

Company name Ownership % Registered office

Bardia B.V. 100 Netherlands



9. Debtors

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts falling due within one year:
Trade debtors 1,961,884 36,520,034 - -
Amounts owed by group undertakings - 100,995 - -
Other debtors 9,813,578 10,020,055 9,808,383 2
Directors' loan accounts 14,683,101 - 14,683,101 -
26,458,563 46,641,084 24,491,484 2

Amounts falling due after more than one year:
Trade debtors - 1,986,103 - -

Aggregate amounts 26,458,563 48,627,187 24,491,484 2

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2023


9. Debtors - continued

£14.7 million in loans to the shareholders has been declared as a dividend post year end.

10. Creditors: amounts falling due within one year

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts owed to group undertakings 59,269 56,789 16,655,140 -
Tax 54,645 25,860 - -
Other creditors 32,132 - - -
146,046 82,649 16,655,140 -

11. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
23,000,000 Ordinary £1 23,000,000 23,000,000

12. Reserves

Group
Retained
earnings
£

At 1 April 2022 25,544,539
Profit for the year 3,906,291
At 31 March 2023 29,450,830


13. Reconciliation of profit before taxation to cash generated from operations
2023 2022
£ £
Profit before taxation 3,933,216 25,549,171
Profit on disposal of fixed assets (4,095,300 ) (247,155 )
Dividend received - (25,306,221 )
(162,084 ) (4,205 )
Decrease/(increase) in trade and other debtors 36,851,725 (48,627,295 )
Increase/(decrease) in trade and other creditors 36,472 (92,020 )
Cash generated from operations 36,726,113 (48,723,520 )

GREEN AND BLUE HOLDINGS LIMITED (REGISTERED NUMBER: 12505230)

Notes to the Consolidated Financial Statements - continued
for the year ended 31 March 2023


14. 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 31 March 2023
31/3/23 1/4/22
£ £
Cash and cash equivalents 26,138,312 -
Year ended 31 March 2022
31/3/22 1/4/21
£ £


15. Analysis of changes in net funds

At 1/4/22 Cash flow At 31/3/23
£ £ £
Net cash
Cash at bank - 26,138,312 26,138,312
- 26,138,312 26,138,312
Total - 26,138,312 26,138,312