Company registration number 06615249 (England and Wales)
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 6
Profit and loss account
7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Statement of cash flows
11
Notes to the financial statements
12 - 15
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
COMPANY INFORMATION
Directors
K Acton
S Beck
A Crosbie Dawson
L Dalwood
O Hughes
E Latter
Company number
06615249
Registered office
5 New Street
London
EC4A 3TW
Auditor
Critchleys Audit LLP
Beaver House
23-38 Hythe Bridge Street
Oxford
OX1 2EP
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

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

Review of the business

The directors are satisfied with the financial performance of the company and the position of the business.

Principal risks and uncertainties

The directors believe that appropriate measures have been implemented to mitigate the principal risks of the business.

On behalf of the board

S Beck
Director
29 August 2024
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company is to act as the General Partner of Gresham House Forest Fund 1 LP, Gresham House Solar Generation 1 LLP, Gresham House Solar Parks 1 LLP, and Gresham House Sustainable Timber & Energy LP.

Results and dividends

The results for year are set out on page 4.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

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

K Acton
S Beck
A Crosbie Dawson
L Dalwood
O Hughes
E Latter
Statement of disclosure to auditor

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

On behalf of the board
S Beck
Director
29 August 2024
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -

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

 

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

 

 

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

GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER
LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
- 4 -
Opinion

We have audited the financial statements of Gresham House Forest Funds General Partner Limited (the 'company') for the year ended 31 December 2023 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

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

Conclusions relating to going concern

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

 

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

 

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

Other information

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

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER
LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
- 5 -
Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

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

Auditor's responsibilities for the audit of the financial statements

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

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 assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER
LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
- 6 -

To address the risk of fraud through management bias and override of controls, we:

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

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

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

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

Use of our report

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

Robert Kirtland
Senior Statutory Auditor
For and on behalf of Critchleys Audit LLP
29 August 2024
Chartered Accountants
Statutory Auditor
Beaver House
23-38 Hythe Bridge Street
Oxford
OX1 2EP
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
2023
2022
Notes
£
£
Turnover
3
1,100
1,100
Administrative expenses
(1,380)
(1,152)
Loss before taxation
(280)
(52)
Tax on loss
-
0
-
0
Loss for the financial year
(280)
(52)

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

GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
2023
2022
£
£
Loss for the year
(280)
(52)
Other comprehensive income
-
-
Total comprehensive income for the year
(280)
(52)
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 9 -
2023
2022
Notes
£
£
£
£
Current assets
Debtors
6
100
300
Cash at bank and in hand
3,011
19,599
3,111
19,899
Creditors: amounts falling due within one year
7
-
0
(16,508)
Net current assets
3,111
3,391
Capital and reserves
Called up share capital
8
1
1
Profit and loss reserves
3,110
3,390
Total equity
3,111
3,391
The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
S Beck
Director
Company registration number 06615249 (England and Wales)
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
3,442
3,443
Year ended 31 December 2022:
Loss and total comprehensive income
-
(52)
(52)
Balance at 31 December 2022
1
3,390
3,391
Year ended 31 December 2023:
Loss and total comprehensive income
-
(280)
(280)
Balance at 31 December 2023
1
3,110
3,111
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash absorbed by operations
11
(16,588)
(152)
Net decrease in cash and cash equivalents
(16,588)
(152)
Cash and cash equivalents at beginning of year
19,599
19,751
Cash and cash equivalents at end of year
3,011
19,599
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
1
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.

Management do not consider there to be any key judgements made within these accounts.

2
Accounting policies
Company information

Gresham House Forest Funds General Partner Limited is a private company limited by shares incorporated in England and Wales. The registered office is 5 New Street, London, EC4A 3TW.

2.1
Accounting convention

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

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

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

2.2
Going concern

Atruet the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

2.3
Turnover

Turnover represents the income due to the company for acting as a General Partner. General Partner fees are recognised on an accruals basis. The company recognises revenue when the amount can be reliably measured; it is probable that future economic benefit will flow to the entity; and specific criteria have been met for each of the company's activities.

2.4
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2
Accounting policies
(Continued)
- 13 -
2.5
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

2.6

Tax

The tax expense for the period comprises tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

 

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates taxable income.

Trade debtors

 

Trade debtors are amounts due from customers for merchandise sold or services performed in the ordinary course of business.

 

Trade debtors are recognised initially at the transaction price. They are subsequently measured at amortised cost using the effective interest method, less provision for impairment. A provision for the impairment of trade debtors is established when there is objective evidence that the Company will not be able to collect all amounts due according to the original terms of the receivables.

 

Trade creditors

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the Company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

 

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Dividends

Dividend distribution to the company’s shareholders is recognised as a liability in the financial statements in the reporting period in which the dividends are declared.

3
Turnover
2023
2022
£
£
Turnover analysed by class of business
General partner fees
1,100
1,100
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 14 -
4
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
1,380
1,152
5
Employees

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

2023
2022
Number
Number
Other department
6
6

Employees are the directors of the company. Remuneration to them is paid from other Gresham House entities.

6
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
100
300
7
Creditors: amounts falling due within one year
2023
2022
£
£
Other creditors
-
0
16,508
8
Share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
GRESHAM HOUSE FOREST FUNDS GENERAL PARTNER LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
9
Related party transactions

A general partner share of £100 (2022: £100) was receivable from Gresham House Forest Fund 1 LP (a partnership in which Gresham House Forest Funds General Partner Limited is a member). At the balance sheet date the amount due from Gresham House Forest Fund 1 LP was £100. (2022: £300).

 

A general partner share of £1,000 (2022: £1,000) was receivable from Gresham House Sustainable Timber & Energy LP (a partnership in which Gresham House Forest Funds General Partner Limited is a member). At the balance sheet date the amount due from Gresham House Sustainable Timber & Energy LP was £nil (2022: £nil).

 

A general partner share of £nil (2022: £nil) was receivable from Gresham House Solar Generation I LLP and Gresham House Solar Parks I LLP ( partnerships in which Gresham House Forest Funds General Partner Limited is a member). At the balance sheet date the amount due from Gresham House Solar Generation I LLP and Gresham House Solar Parks I LLP was £nil (2022: £nil).

10
Ultimate controlling party

The ultimate controlling entity was Gresham House plc (subsequently Gresham House Limited), a company registered in England and Wales. On December 2023, 100% of the share capital of Gresham House Limited (formerly Gresham House plc) was acquired by Seed Bidco Limited (a company incorporated in Guernsey), whose ultimate parent entity is Searchlight Capital Partners III GP, LLC (a company registered in Delaware, USA).

11
Cash absorbed by operations
2023
2022
£
£
Loss for the year after tax
(280)
(52)
Movements in working capital:
Decrease/(increase) in debtors
200
(100)
Decrease in creditors
(16,508)
-
0
Cash absorbed by operations
(16,588)
(152)
12
Analysis of changes in net funds
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
19,599
(16,588)
3,011
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