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REGISTERED NUMBER: 00623417 (England and Wales)












GREENCLOSE HOTELS LIMITED

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023






GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

CONTENTS OF THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023










Page

Company Information 1

Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Income Statement 10

Other Comprehensive Income 11

Balance Sheet 12

Statement of Changes in Equity 13

Notes to the Financial Statements 14


GREENCLOSE HOTELS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 OCTOBER 2023







DIRECTORS: Miss P A Leach
J A C Leach
Mrs C R Gibson
R A C Leach
J R Hiley-Jones
R J Haycocks


SECRETARY: Miss P A Leach


REGISTERED OFFICE: Pennington House
Ridgeway Lane
Lymington
Hampshire
SO41 8AA


REGISTERED NUMBER: 00623417 (England and Wales)


SENIOR STATUTORY AUDITOR: Gary Brown FCCA


AUDITORS: Hopper Williams & Bell Limited
Statutory Auditor
Chartered Accountants
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR


BANKERS: Santander
Bridle Road
Bootle
Merseyside
L30 4GB

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023


The directors present their strategic report for the year ended 31 October 2023.

Greenclose Hotels Limited is the operator of three four-star hotels: Careys Manor Hotel and Senspa (in Brockenhurst, Hampshire), which includes an award-winning destination spa, the Montagu Arms Hotel (in Beaulieu, Hampshire) and the Imperial Hotel (in Llandudno, North Wales). Across these properties the company operates six restaurants. All are open to non-residents. It also operates a small retail outlet.

REVIEW OF BUSINESS
The results of the company during the year were sales of £16.5m (2022: £16.1m) and a pre-tax profit of £474,763 (2022: £190,211).

Business Environment
The four-star hotel market in each of the company's locations is highly competitive with comparisons between competitors made readily available to consumers through on-line distribution and review websites.

Within this competitive environment, the company continues to differentiate itself from its competitors by promoting its attractive buildings and locations and providing excellent customer service and dining propositions.

Strategy
The company's overriding objective is to achieve attractive and sustainable rates of growth and returns primarily from organic growth but also to explore other growth opportunities.

There are four key elements to the company's strategy for growth. They are:
- Developing the properties to respond to evolving consumer tastes and demands;
- Investment in the properties in terms of increasing and updating bedroom stock, enhancing public areas and
improving infrastructure assets;
- A continued focus remains on reducing energy consumption and payback of 12 months has been achieved on
implementing voltage optimisation with a 9% saving per property.
- Targeted and agile marketing across the various customer market sectors to maximise occupancy and yield.

FUTURE OUTLOOK
Whilst the COVID-19 pandemic seems some time ago now and memories are fading as to the immediate impact that it had, the longer-term economic impact that it, combined with Brexit and the war in Ukraine, are significant on the hospitality sector and on the UK economy as a whole.

The shortage of labour created by Brexit and compounded by COVID-19 is still being felt across the hospitality industry, coupled with what has been a highly inflationary economy. This will continue to put pressure on the company's cost base, along with a considerable uplift in minimum wage.

Notwithstanding the above factors, revenues have the potential to be resilient. It is acknowledged that constrained consumer spending resulting from those inflationary forces combined with unpredictable UK weather and a post "Staycation Boom" slump, has the ability to negatively impact the company's revenues. Nevertheless, there are opportunities to generate upsides for businesses and a greater focus on the wellness market will assist greatly.

In light of these and other future uncertainties, our continued focus is to make the businesses more agile, more flexible and more efficient, investing in market leading technology wherever possible, in order to maximise profitability and cash reserves throughout the coming few years.

This focus on efficiency, which we expect to have no negative impact on the guest experience, coupled with our continuing commitment to providing excellent customer service, high quality facilities, and actively maintaining and improving our hotel properties, will help us maintain our market leading position into the future in each of the company's locations.


GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the company's strategy are subject to a number of risks. The key business risks affecting the company are set out below:

Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate them.

Economic Environment
The challenges of the inflationary economy are outlined above but have thankfully now backed off to a more normal level. The lead in time for forward bookings continues to be late and can be heavily impacted by weather. Price resistance from a cautious consumer continues, although certain sectors appear more resilient than others, with wellness and spa activities exceeding expectations.

Competition
The company operates in a highly competitive market in each of its locations. Accordingly, the company seeks to price competitively, market effectively, deliver excellent customer service and obtain positive feedback in public forums such as TripAdvisor in order to maintain and grow market share. To deliver this, the company has employed dedicated marketing and yield management personnel with a customer focussed General Manager leading each business unit. Furthermore, the company undertakes mystery shopping research and targeted sales and customer service training to ensure it consistently delivers on its objectives.

Employees
The company's performance depends largely on its managers and staff and we recognise that our employees are our most valuable asset. The resignation of key individuals and the inability to recruit people with the required experience and skills could adversely impact the company's results. To mitigate these risks the company operates an induction and learning programme for all employees and has implemented and continues to develop a number of incentive schemes linked to the company's results that are designed to retain key individuals. In addition, the company's move to developing multi-skilled team members provides resilience across each property's operations in addition to providing greater efficiency.

Supply Chain
The company purchases from a large number of suppliers to provide high quality and whenever possible, organic, free range and locally sourced food to serve to its guests. There are a few significant suppliers and as such the company is potentially exposed to potential supply chain disruptions due to high reliance on these suppliers. The company mitigates this risk through having multiple sources for various key requirements, and employs effective supplier selection and procurement processes supplemented by appropriate insurance coverage.

Financing and interest costs
The wider group of companies is primarily financed by a bullet repayment loan due for repayment in October 2025, and currently enjoys a fixed rate of interest of 4%. Credit conditions have tightened over the last 12 months and the Bank of England has increased its base rate of interest, such that, the cost of borrowings may be materially higher when the facility falls due for repayment. The directors have embarked on a strategic planning process, which will deal with the strategic financing risk through exploring opportunities to drive better returns from the existing estate, evaluate assets and commercial activities, and present the best possible case for potential funders.


GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

KEY PERFORMANCE INDICATORS
The main key performance indicators used by the company are turnover and gross margin percentage. In 2023 these KPIs were as follows:

Turnover - £16.5m (2022: £16.1m)
Gross margin percentage - 45.4% (2022: 45.4%)

ON BEHALF OF THE BOARD:





J A C Leach - Director


29 July 2024

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 OCTOBER 2023


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

DIVIDENDS
Interim dividends in respect of the year ended 31 October 2023 were paid on 31 October 2023 in respect of the company's Ordinary "A", "C", "D" & "E" £1 shares.

The total distribution of dividends for the year ended 31 October 2023 was £1,174,076 (2022: £350,000).

FUTURE DEVELOPMENTS
Information in respect of the company's future developments has been included within the strategic report.

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

Miss P A Leach
J A C Leach
Mrs C R Gibson
R A C Leach
J R Hiley-Jones
R J Haycocks

Other changes in directors holding office are as follows:

Ms L M Lotto - resigned 1 September 2023
M Lashmar - appointed 3 January 2023

M Lashmar and G S Lofthouse ceased to be directors after 31 October 2023 but prior to the date of this report.

EMPLOYMENT POLICIES
The employment policies of the company embody the principles of equal opportunity and are tailored to meet the needs of its different businesses and the local areas in which they operate. This includes suitable procedures to support the company's policy that disabled persons (whether registered or not) shall be considered for employment and subsequent training, career development and promotion on the basis of their aptitudes and abilities.

The company has adopted a policy of encouraging each business, together with its employees, to create communication, consultation and involvement groups so ensuring that each employee has a role in receiving and giving feedback on those matters that are important to all employees. At least twice a year, via the management of each business, employees are given the chance to give feedback on all areas of the business. This commitment to involve more employees in the consultation, communication and involvement forums reflects the company's philosophy of encouragement and participation in the success of its business and the important part that each employee plays in its long term success.


GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 OCTOBER 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Strategic Report, the Report of the Directors 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:

- 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 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 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 company'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 company's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J A C Leach - Director


29 July 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOTELS LIMITED


Opinion
We have audited the financial statements of Greenclose Hotels Limited (the 'company') for the year ended 31 October 2023 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity 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 company's affairs as at 31 October 2023 and of its 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 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 directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOTELS LIMITED


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 Report of the Directors.

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, or returns adequate for our audit have not been received from branches not visited by us; or
- the 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 set out on page six, 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 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.

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 a Report of the Auditors 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.

Extent to which the audit was capable of detecting irregularities, including fraud
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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the company, and the industry in which it operates. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the company.

- We obtained an understanding of how the company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

- We assessed the susceptibility of the company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOTELS LIMITED

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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 Report of the Auditors.

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 a Report of the Auditors 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.




Gary Brown FCCA (Senior Statutory Auditor)
for and on behalf of Hopper Williams & Bell Limited
Statutory Auditor
Chartered Accountants
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR

29 July 2024

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023

2023 2022
Notes £ £

TURNOVER 16,533,804 16,109,765

Cost of sales (9,021,294 ) (8,797,685 )
GROSS PROFIT 7,512,510 7,312,080

Administrative expenses (6,834,412 ) (6,317,964 )
678,098 994,116

Other operating income 129,662 108,647
OPERATING PROFIT 4 807,760 1,102,763

Provision against intercompany
balance 5 (504,373 ) -
303,387 1,102,763

Income from shares in group undertakings 1,074,076 -
Interest receivable and similar income 5,045 419
1,382,508 1,103,182

Interest payable and similar expenses 6 (901,745 ) (891,971 )
Other finance costs 21 (6,000 ) (21,000 )
PROFIT BEFORE TAXATION 474,763 190,211

Tax on profit 7 (5,335 ) (74,472 )
PROFIT FOR THE FINANCIAL YEAR 469,428 115,739

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023

2023 2022
Notes £ £

PROFIT FOR THE YEAR 469,428 115,739


OTHER COMPREHENSIVE INCOME
Actuarial gains/(losses) on pension (292,000 ) 897,000
Income tax relating to other comprehensive
income

62,000

(230,000

)
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(230,000

)

667,000
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

239,428

782,739

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

BALANCE SHEET
31 OCTOBER 2023

2023 2022
Notes £ £
FIXED ASSETS
Intangible assets 9 57,049 24,268
Tangible assets 10 1,476,366 1,786,111
Investments 11 1,251,617 1,251,617
2,785,032 3,061,996

CURRENT ASSETS
Stocks 12 203,719 215,990
Debtors 13 10,994,418 11,129,249
Cash at bank and in hand 360,720 942,329
11,558,857 12,287,568
CREDITORS
Amounts falling due within one year 14 (3,810,307 ) (4,073,756 )
NET CURRENT ASSETS 7,748,550 8,213,812
TOTAL ASSETS LESS CURRENT
LIABILITIES

10,533,582

11,275,808

CREDITORS
Amounts falling due after more than one
year

15

(63,808

)

(47,721

)

PROVISIONS FOR LIABILITIES 18 (127,448 ) (137,113 )

PENSION LIABILITY 21 (279,000 ) (93,000 )
NET ASSETS 10,063,326 10,997,974

CAPITAL AND RESERVES
Called up share capital 19 1,009,448 1,009,448
Share premium 20 106,404 106,404
Retained earnings 20 8,947,474 9,882,122
SHAREHOLDERS' FUNDS 10,063,326 10,997,974

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





J A C Leach - Director


GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023

Called up
share Retained Share Total
capital earnings premium equity
£ £ £ £
Balance at 1 November 2021 1,009,448 9,449,383 106,404 10,565,235

Changes in equity
Dividends - (350,000 ) - (350,000 )
Total comprehensive income - 782,739 - 782,739
Balance at 31 October 2022 1,009,448 9,882,122 106,404 10,997,974

Changes in equity
Dividends - (1,174,076 ) - (1,174,076 )
Total comprehensive income - 239,428 - 239,428
Balance at 31 October 2023 1,009,448 8,947,474 106,404 10,063,326

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023


1. STATUTORY INFORMATION

Greenclose Hotels 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.

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 to the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, the principal accounting policies adopted are set out below.

The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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 £1.

Financial Reporting Standard 102 - reduced disclosure exemptions
The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

the requirements of Section 7 Statement of Cash Flows.

Preparation of consolidated financial statements
The financial statements contain information about Greenclose Hotels Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent, Greenclose Holdings Limited, whose registered office is: Pennington House, Ridgeway Lane, Lymington, Hampshire, SO41 8AA.

Related party exemption
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.

Turnover
Turnover represents net invoiced sales of goods and services, excluding value added tax. Turnover in respect of hotel accommodation and bar and restaurant takings is recognised over the duration of the stay. Turnover in respect of spa and health club memberships is recognised evenly over the duration of the membership.

Goodwill
Goodwill arises in the company due to an intra-group hive up of assets and liabilities from a subsidiary company, Imperial Hotel (Llandudno) Limited, to Greenclose Hotels Limited in a prior year.

Amortisation is charged so as to allocate the cost of goodwill less its residual value over the estimated useful life, using the straight-line method. Goodwill has been fully amortised.

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website development costs are being amortised evenly over their estimated useful life of three years.

Computer software is being amortised evenly over its estimated useful life of three years.

Amortisation charges are included in administrative expenses in the Income Statement.

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over the useful lives on the following bases:

Leasehold property- Over the period of the lease
Fixtures and fittings- 6-33% straight line and 15% reducing balance
Computer equipment- 33% straight line
Motor vehicles- 25% reducing balance

Long leasehold property has been fully depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset and is recognised in the income statement.

Fixed asset investments
Interests in subsidiaries 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 the income statement.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stocks are valued using the FIFO basis.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.


GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued
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.

Hire purchase and leasing commitments
Hire purchase agreements:
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account.

Operating lease agreements:
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits as incurred.

Pension costs and other post-retirement benefits
The company operates a defined benefit pension scheme for employees. The company has adopted the full provisions of FRS102. The standard requires the company to recognise the fair value of the pension scheme's assets and liabilities, net of the associated deferred tax credit. Scheme assets are measured at fair value. Scheme liabilities are measured using the projected unit method, and are discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability.

The Greenclose Pension Fund is a funded scheme and the assets are held separately from those of the company in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent term and currency to the liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The amounts charged to the operating surplus are the current service costs and the costs of scheme introductions, benefit changes, settlements and curtailments. They are included as part of staff costs as incurred. Net interest on the net defined benefit liability/asset is also recognised in the income statement and comprises the interest cost on the defined benefit obligation and interest income on the scheme assets, calculated by multiplying the fair value of the scheme assets at the beginning of the period by the rate used to discount the benefit obligations. The difference between the interest income on the scheme assets and the actual return on scheme assets is recognised in other comprehensive income. Actuarial gains and losses are recognised immediately in other comprehensive income.

In February 2016, the defined benefit pension scheme was closed to future accrual.

The company also operates a defined contribution pension scheme. Contributions payable to the scheme are charged to profit or loss in the period to which they relate.

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued

Financial assets
The Company has elected to apply the provision of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include trade and other receivables and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities
Basic financial liabilities which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of the proceeds received net of direct issue costs. Dividend's payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3. EMPLOYEES AND DIRECTORS
2023 2022
£ £
Wages and salaries 6,902,691 6,616,489
Social security costs 552,991 605,630
Other pension costs 335,933 325,806
7,791,615 7,547,925

The average number of employees during the year was as follows:
2023 2022

Administration 23 23
Hotel Staff 309 289
332 312

2023 2022
£ £
Directors' remuneration 397,387 407,389
Directors' pension contributions to money purchase schemes 111,661 138,994

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 4 4
Defined benefit schemes 1 1

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


3. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
2023 2022
£ £
Emoluments etc 158,758 156,753
Pension contributions to money purchase schemes 38,994 38,994

4. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£ £
Other operating leases 58,361 55,165
Depreciation - owned assets 415,153 417,471
Loss on disposal of fixed assets 96,376 17,436
Website development costs amortisation 15,827 10,088
Computer software amortisation 5,334 -
Auditors' remuneration 36,385 34,650
Auditors' remuneration for non audit work 31,818 35,678

Further analysis of the amounts payable to the company's auditors is given below:
20232022
£   £   

Fees payable to the company's auditor for the audit of the company
and the consolidated financial statements36,38534,650

Fees payable to the company's auditor for other services:
- Taxation services2,9502,950
- Other services28,86832,728
68,20370,328

5. EXCEPTIONAL ITEMS
2023 2022
£ £
Provision against intercompany
balance (504,373 ) -

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


6. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£ £
Loan interest 883,196 882,746
Other interest 12,375 183
Hire purchase 6,174 9,042
901,745 891,971

All loans were hived up to the parent company, Greenclose Holdings Limited, in a prior year, however, the interest was charged to Greenclose Hotels Limited.

7. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2023 2022
£ £
Deferred tax 5,335 74,472
Tax on profit 5,335 74,472

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£ £
Profit before tax 474,763 190,211
Profit multiplied by the standard rate of corporation tax in the UK of
22.500% (2022 - 19%)

106,822

36,140

Effects of:
Expenses not deductible for tax purposes 5,949 7,877
Income not taxable for tax purposes (241,667 ) -
Adjustments to tax charge in respect of previous periods - (2,631 )
Expenditure timing differences (243 ) 117
Impact of capital allowances super deduction (312 ) (9,437 )
Depreciation on assets not qualifying for capital allowances 7,268 6,919
Deferred tax on employee benefit scheme 15,000 8,000
Effect of different rate of tax for corporation tax and deferred tax (966 ) 16,585
Losses not utilised - 10,902
Provision against intercompany balance not deductible for tax purposes 113,484 -
Total tax charge 5,335 74,472

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


7. TAXATION - continued

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£ £ £
Actuarial gains/(losses) on pension (292,000 ) 62,000 (230,000 )

2022
Gross Tax Net
£ £ £
Actuarial gains/(losses) on pension 897,000 (230,000 ) 667,000

The average rate of corporation tax for the year was 22.5%. The rate increased from 19% to 25% on 1 April 2023.

8. DIVIDENDS

20232022
£   £   
Ordinary "A" shares of £1 each- interim1,074,076-
Ordinary "B" shares of £1 each- interim-275,000
Ordinary "C" shares of £1 each- interim50,00045,000
Ordinary "D" shares of £1 each- interim25,00015,000
Ordinary "E" shares of £1 each- interim25,00015,000
1,174,076350,000

9. INTANGIBLE FIXED ASSETS
Website
development Computer
Goodwill costs software Totals
£ £ £ £
COST
At 1 November 2022 750,000 48,770 - 798,770
Additions - 17,500 36,442 53,942
At 31 October 2023 750,000 66,270 36,442 852,712
AMORTISATION
At 1 November 2022 750,000 24,502 - 774,502
Amortisation for year - 15,827 5,334 21,161
At 31 October 2023 750,000 40,329 5,334 795,663
NET BOOK VALUE
At 31 October 2023 - 25,941 31,108 57,049
At 31 October 2022 - 24,268 - 24,268

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


10. TANGIBLE FIXED ASSETS
Fixtures
Long and Motor Computer
leasehold fittings vehicles equipment Totals
£ £ £ £ £
COST
At 1 November 2022 219,307 4,775,770 63,964 323,943 5,382,984
Additions - 157,921 - 43,863 201,784
Disposals - (53,069 ) (9,179 ) (67,760 ) (130,008 )
At 31 October 2023 219,307 4,880,622 54,785 300,046 5,454,760
DEPRECIATION
At 1 November 2022 219,307 3,168,605 39,551 169,410 3,596,873
Charge for year - 353,293 6,104 55,756 415,153
Eliminated on disposal - - (8,490 ) (25,142 ) (33,632 )
At 31 October 2023 219,307 3,521,898 37,165 200,024 3,978,394
NET BOOK VALUE
At 31 October 2023 - 1,358,724 17,620 100,022 1,476,366
At 31 October 2022 - 1,607,165 24,413 154,533 1,786,111

The net book value of assets held on hire purchase contracts included within the above was £123,558 (2022: £64,129). The depreciation charge relating to these assets amounted to £28,660 (2022: £48,674).

11. FIXED ASSET INVESTMENTS

The company's investments at the balance sheet date in the share capital of companies include the following:

Company Nature of business

Greenclose Management Services Limited Dormant
Ocean Passages Limited Dormant
Ocean Passages (Charter) Limited Vessel chartering
T C L Construction Limited Dormant
Imperial Hotel (Llandudno) Limited Dormant
Careys Manor Hotel (Brockenhurst) Limited Dormant
Montagu Arms Hotel (Beaulieu) Limited Dormant

All of the above companies are incorporated in England and Wales. All investments are a 100% holding of the issued share capital. The registered office and principal place of business of all subsidiaries is Pennington House, Ridgeway Lane, Lymington, Hampshire, SO41 8AA.

12. STOCKS
2023 2022
£ £
Stocks 203,719 215,990

Stock recognised in cost of sales during the year as an expense was £1,921,486 (2022: £1,833,989).

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£ £
Trade debtors 46,490 71,135
Amounts owed by group undertakings 10,181,240 10,557,708
Other debtors 33,893 20,571
Directors' current accounts 348,487 15,000
Prepayments and accrued income 384,308 464,835
10,994,418 11,129,249

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2023 2022
£ £
Hire purchase contracts (see note 16) 57,938 60,174
Trade creditors 1,297,372 1,291,685
Amounts owed to group undertakings 8,838 -
Social security and other taxes 887,724 759,440
Other creditors 564,315 640,649
Directors' current accounts 1,586 9,763
Accruals and deferred income 992,534 1,312,045
3,810,307 4,073,756

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2023 2022
£ £
Hire purchase contracts (see note 16) 63,808 47,721

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


16. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Hire purchase contracts
2023 2022
£ £
Gross obligations repayable:
Within one year 63,183 63,091
Between one and five years 71,604 51,285
134,787 114,376

Finance charges repayable:
Within one year 5,245 2,917
Between one and five years 7,796 3,564
13,041 6,481

Net obligations repayable:
Within one year 57,938 60,174
Between one and five years 63,808 47,721
121,746 107,895

Non-cancellable
operating leases
2023 2022
£ £
Within one year 52,958 54,075
Between one and five years 147,104 146,111
In more than five years 8,580 41,580
208,642 241,766

17. SECURED DEBTS

The following secured debts are included within creditors:

2023 2022
£ £
Hire purchase contracts 121,746 107,895

The hire purchase liability is secured against the assets to which the borrowing relates.

18. PROVISIONS FOR LIABILITIES
2023 2022
£ £
Deferred tax 127,448 137,113

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


18. PROVISIONS FOR LIABILITIES - continued

Deferred tax
£
Balance at 1 November 2022 137,113
Accelerated capital allowances (62,493 )
Tax losses 52,828
Balance at 31 October 2023 127,448

19. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number: Class: Nominal 2023 2022
value: £    £   
1,007,428 Ordinary "A" £1 1,007,428 1,007,428
1,000 Ordinary "B" £1 1,000 1,000
1,000 Ordinary "C" £1 1,000 1,000
10 Ordinary "D" £1 10 10
10 Ordinary "E" £1 10 10
1,009,448 1,009,448

20. RESERVES
Retained Share
earnings premium Totals
£ £ £

At 1 November 2022 9,882,122 106,404 9,988,526
Profit for the year 469,428 - 469,428
Dividends (1,174,076 ) - (1,174,076 )
Actuarial gains / (losses) (230,000 ) - (230,000 )
At 31 October 2023 8,947,474 106,404 9,053,878

21. EMPLOYEE BENEFIT OBLIGATIONS

The Greenclose Pension Fund is a funded defined-benefit scheme, with the assets held in separate trustee administered funds. The total contributions are as noted below. The estimated value of employer contributions for the forthcoming year is £107,000.

Total contributions made 2023 2022
£    £   
Employer's contributions 65,000 53,000
Employee's contributions - -
65,000 53,000

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


21. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2023 2022
£ £
Current service cost - -
Net interest from net defined benefit
asset/liability

6,000

21,000
Past service cost - -
6,000 21,000

Actual return on plan assets (307,000 ) (537,000 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2023 2022
£ £
Opening defined benefit obligation 3,056,000 4,634,000
Interest cost 152,000 91,000
Actuarial losses/(gains) (146,000 ) (1,496,000 )
Benefits paid (145,000 ) (173,000 )
2,917,000 3,056,000

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2023 2022
£ £
Opening fair value of scheme assets 2,932,000 3,589,000
Contributions by employer 65,000 53,000
Expected return 146,000 70,000
Actuarial gains / (losses) (453,000 ) (607,000 )
Benefits paid (145,000 ) (173,000 )
2,545,000 2,932,000

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


21. EMPLOYEE BENEFIT OBLIGATIONS - continued

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2023 2022
£ £
Actuarial gains / (losses) (292,000 ) 897,000
Income tax relating to other comprehensive
income

62,000

(230,000

)
(230,000 ) 667,000

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined benefit
pension plans
2023 2022
Equities 9.80% 51.00%
UK Government Bonds 4.20% 22.10%
Corporate Bonds 85.10% 25.30%
Cash 0.90% 1.60%
100.00% 100.00%

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2023 2022
Discount rate 5.90% 5.10%
Inflation (RPI) 3.30% 3.40%
Inflation (CPI) 2.80% 2.90%
Pension increases in payment (CPI) 2.80% 2.80%

Defined contribution scheme

The company operates a defined contribution pension scheme. The employer's contributions payable during the year totalled £335,932 (2022: £320,166). Contributions totalling £24,748 (2022: £25,826) were unpaid at the balance sheet date.

22. ULTIMATE PARENT COMPANY

Greenclose Holdings Limited is regarded by the directors as being the company's ultimate parent company.

Copies of the accounts can be obtained from the company's registered office at Pennington House, Ridgeway Lane, Lymington, Hampshire, SO41 8AA.

23. CONTINGENT LIABILITIES

The company has a cross guarantee in place for a loan in Greenclose Holdings Limited, the parent company. The loan for Greenclose Holdings Limited is secured by fixed and floating charges over the group's property. At the balance sheet date, the total borrowing outstanding in respect of this loan was £19,050,000 (2022: £19,050,000).

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


24. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 October 2023 and 31 October 2022:

2023 2022
£ £
J A C Leach
Balance outstanding at start of year (3,394 ) 20,404
Amounts advanced 419,501 273,584
Amounts repaid (74,026 ) (297,382 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 342,081 (3,394 )

Miss P A Leach
Balance outstanding at start of year (3,594 ) (18,396 )
Amounts advanced 63,403 60,315
Amounts repaid (53,403 ) (45,513 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 6,406 (3,594 )

Mrs C R Gibson
Balance outstanding at start of year (1,282 ) (11,335 )
Amounts advanced 25,891 25,071
Amounts repaid (25,132 ) (15,018 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (523 ) (1,282 )

R A C Leach
Balance outstanding at start of year (1,493 ) (11,493 )
Amounts advanced 25,430 25,000
Amounts repaid (25,000 ) (15,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (1,063 ) (1,493 )

Ms L M Lotto
Balance outstanding at start of year 15,000 29,943
Amounts repaid - (14,943 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 15,000 15,000

GREENCLOSE HOTELS LIMITED (REGISTERED NUMBER: 00623417)

NOTES TO THE FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


24. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

The balance due from J A C Leach was repaid after the year end.

The balance due from Ms L M Lotto has been reallocated to other debtors as she ceased to be a director on 1 September 2023.

No interest is charged on the loans to the directors.

25. RELATED PARTY DISCLOSURES

R J Haycocks
Director

During the year, R J Haycocks provided services to the company totalling £6,494 (2022: £3,930).

Willow Beauty Products Limited
A company under the control of a close family member of J A C Leach.

During the year, Willow Beauty Products Limited provided services to the company totalling £130,800 (2022: £128,100) and sold goods to the company totalling £43,670 (2022: £47,301).

T Stowell
Close family member of J A C Leach.

During the year, T Stowell provided services to the company totalling £Nil (2022: £649).

N Lofthouse
Close family member of G S Lofthouse.

During the year, the company paid sponsor fees to N Lofthouse totalling £29,464 (2022: £28,675).

Spring Green London Limited
A company under the control of a close family member of J A C Leach.

During the year, Spring Green London Limited provided services to the company totalling £1,200 (2022: £Nil).

26. ULTIMATE CONTROLLING PARTY

The company was under the control of Mr J A C Leach and Miss P A Leach, directors, by virtue of their majority interest in the issued share capital of the ultimate parent company.