Company Registration No. 03408538 (England and Wales)
GENTIAN HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
GENTIAN HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
GENTIAN HOLDINGS LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investment properties
4
3,302,000
5,430,000
Investments
5
83,151
83,351
3,385,151
5,513,351
Current assets
Debtors falling due after more than one year
7
237,030
707,191
Debtors falling due within one year
7
196,248
186,663
Cash at bank and in hand
1,783,698
1,811,775
2,216,976
2,705,629
Creditors: amounts falling due within one year
8
(919,677)
(880,504)
Net current assets
1,297,299
1,825,125
Total assets less current liabilities
4,682,450
7,338,476
Creditors: amounts falling due after more than one year
9
(1,170,000)
(1,365,000)
Net assets
3,512,450
5,973,476
Capital and reserves
Called up share capital
11
501,000
501,000
Share premium account
99,000
99,000
Profit and loss reserves
2,912,450
5,373,476
Total equity
3,512,450
5,973,476

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

These financial statements have been prepared and delivered 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 13 August 2024 and are signed on its behalf by:
G Beazley-Long
Director
Company Registration No. 03408538
GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Gentian Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Acre House, 11-15 William Road, London, United Kingdom, NW1 3ER.

1.1
Accounting convention

These financial statements have been prepared in accordance with section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A 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 £.

The financial statements have been prepared under the historical cost convention, modified to include certain investment properties at fair value. The principal accounting policies adopted are set out below.

The financial statements present information about the company as an individual undertaking and not about its group. The company and its subsidiary undertakings comprise a small-sized group. The company has therefore taken advantage of the exceptions provided by section 399 of the Companies Act 2006 not to prepare group accounts.

1.2
Going concern

The directors have prepared forecasts and considered the rent contracts in preparing those. Rents are expected to increase slightly and cash reserves after payment of dividends are expected to remain significantly positive. They are therefore confident that the company can continue as a going concern for a period of at least twelve months from the date of approval of these financial statements. They also have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future.

 

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

1.3
Turnover

Turnover represents management charges from group companies, rental income and service charge income.

 

Management charges are recognised when the service has been provided, in the year in which it relates to and in accordance with the agreed terms.

 

Rental income represents rent receivable excluding VAT. Recognition of rental income takes into account the terms of the lease including any lease incentives which are spread over the length of the lease.

 

Service charge income represents service charges receivable excluding VAT. Recognition of service charge income is on an accruals basis.

1.4
Investment properties

Investment property, which is property held to earn rentals, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

1.5
Fixed asset investments

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

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.6
Financial instruments

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

 

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

 

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

Basic financial assets

Basic financial assets include debtors and cash and bank balances. Financial assets classified as receivable within one year are not amortised.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors and loans from group companies, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. Trade creditors are recognised initially at transaction.

Derecognition of financial liabilities

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

1.7
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.8
Taxation

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

Current tax

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

GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -
Deferred tax

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

 

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

Deferred tax is not recognised for investment properties that are measured at fair value that have a limited useful life and is held within a business model whose objective is to consume substantially all of the economic benefits embodied in the property over time.

1.9
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.

1.10

Leasehold premium

Short leasehold investment properties' improvement expenditure, including initial build expenditure, are included in prepayments and amortised over the period of the lease.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Fair Value of investment properties

Investment property comprises of retail units at various hospital sites. The valuation of the fair value of the investment property has been carried out by the directors and is based on discounting the future cash flows of the income-generating potential of the properties by a suitable discount rate. The discount rate applied is an estimate, and as such a change in the discount factor could result in a material change to the fair value of the property.

GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -
3
Employees

The company did not have any employees in the current or the prior financial year.

4
Investment property
2023
£
Fair value
At 1 January 2023
5,430,000
Transfers
(1,715,000)
Revaluations
(413,000)
At 31 December 2023
3,302,000

During the year, trade and assets relating to a particular trading site were transferred to one of the company's wholly owned subsidiary.

If investment properties were stated on an historical cost basis rather than a fair value basis, the value would have been £869,847 (2022: £953,121).

5
Fixed asset investments
2023
2022
£
£
Shares in group undertakings and participating interests
83,151
83,351
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2023
83,351
Disposals
(200)
At 31 December 2023
83,151
Carrying amount
At 31 December 2023
83,151
At 31 December 2022
83,351
6
Subsidiaries

These financial statements are separate company financial statements for Gentian Holdings Limited.

Details of the company's subsidiaries at 31 December 2023 are as follows:

GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Subsidiaries
(Continued)
- 6 -
Name of undertaking
Registered office key
Nature of business
Class of
% Held
shares held
Direct
Gentian (Cambridge) Limited
1
Investment property
Ordinary
100.00
Gentian (Tameside) Limited
1
Investment property
Ordinary
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Acre House, 11/15 William Road, London, NW1 3ER

Note: All of the above companies are incorporated in England and Wales.

 

Hospital Retail Services Limited was struck off on 11 April 2023.

 

On 10 October 2023, the following subsidiaries were struck off:

 

Gentian (Warrington) Limited was struck off on 7 November 2023.

7
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
78,874
20,474
Prepayments and accrued income
117,374
166,189
196,248
186,663
Amounts falling due after one year:
Amounts due from subsidiary undertakings
-
0
397,769
Prepayments and accrued income
237,030
309,422
237,030
707,191
Total debtors
433,278
893,854
GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
8
Creditors: amounts falling due within one year
2023
2022
Notes
£
£
Loans and overdrafts
10
195,000
195,000
Trade creditors
35,979
9,035
Amounts due to subsidiary undertakings
90,900
110
Corporation tax payable
22,678
75,587
Other taxation and social security
13,971
42,176
Other creditors
3,805
3,485
Accruals and deferred income
557,344
555,111
919,677
880,504
9
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Debenture loans
10
1,170,000
1,365,000

Debenture loans relates to amounts due to the parent undertaking.

Amounts included above which fall due after five years are as follows:
Payable by instalments
(390,000)
(585,000)
10
Loans and overdrafts
2023
2022
£
£
Debenture loans
1,365,000
1,560,000
Payable within one year
195,000
195,000
Payable after one year
1,170,000
1,365,000
11
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
20,100,000
20,100,000
201,000
201,000
Convertible shares of 1p each
30,000,000
30,000,000
300,000
300,000
50,100,000
50,100,000
501,000
501,000
GENTIAN HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was Gary Miller.
The auditor was HW Fisher LLP.
13
Financial commitments, guarantees and contingent liabilities

The directors are not aware of any contingent liabilities or provisions that require disclosure to be made in these accounts.

14
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases of £5,289,040 (2022: £5,155,370).

 

Operating lease commitments is calculated on the basis of rents payable up to the end of the contract. The rents are subject to increment in accordance with the Retail Price Index which is estimated for periods over 1 year to the end of the lease.

15
Controlling party

The ultimate and immediate parent entity is Innisfree M&G PPP LP, a limited partnership registered in England and Wales. The ultimate controlling party at the balance sheet date is Innisfree M&G PPP LP. The registered office address of Innisfree M&G PPP LP is: 1st Floor, Boundary House, 91-93 Charterhouse Street, London, United Kingdom, EC1M 6HR

 

 

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