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Gloucester BP Investments Limited

Registered number: 14094436
Annual Report
For the year ended 31 December 2023

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
COMPANY INFORMATION


Directors
R Barry 
A Fong 




Company secretary
Mourant Governance Services (UK) Limited



Registered number
14094436



Registered office
First Floor
14 Cork Street

London

United Kingdom

W1S 3NS




Independent auditor
Forvis Mazars LLP
Chartered Accountants & Statutory Auditor

2nd Floor

6 Sutton Plaza

Sutton Court Road

Sutton

Surrey

SM1 4FS





 
GLOUCESTER BP INVESTMENTS LIMITED
 

CONTENTS



Page
Directors' Report
 
1 - 3
Independent Auditor's Report
 
4 - 7
Statement of Comprehensive Income
 
8
Statement of Financial Position
 
9
Statement of Changes in Equity
 
10
Notes to the Financial Statements
 
11 - 28


 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their annual report and the audited financial statements of Gloucester BP Investments Limited (the 'Company') for the year ended 31 December 2023.

Principal activity

The principal activity of the Company during the year was that of real estate investment.
In the prior period, the Company shortened its accounting reference date from 31 May 2023 to 31 December 2022 to align with other group companies.
The prior year comparatives are for the 7 month period ended 31 December 2022 (the "period").

Results and dividends

The loss for the year, after taxation, amounted to £841,078 (period ended 31 December 2022: loss of £4,078,497).

The directors do not not propose any dividends for the period (period ended 31 December 2022: £nil).

Directors

The directors who served during the year and to the date of this report were:

R Barry 
A Fong 

Going concern

Having made appropriate enquiries, the directors consider it reasonable to assume that the Company has adequate resources to continue for the foreseeable future for at least 12 months from the date of signing these financials and, for this reason, have continued to adopt the going concern basis in preparing the financial statements.

Page 1

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Directors' responsibilities statement

The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. 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;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Economic impact of global events

UK businesses are facing many uncertainties and challenges caused by political, economic, social, technological, legal and environmental factors. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and concluded that the greatest impact on the business is expected to be from the economic ripple effect on the global economy. The directors have taken account of these potential impacts in their going concern assessment.
The Company continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.

Qualifying third party indemnity provisions

Gloucester BP Investments Limited has provided to all directors limited indemnities in respect of the cost of defending claims against them and third party liabilities. These are all third party indemnity provisions for the purpose of the Companies Act 2006 and are all currently in force.

Page 2

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware; and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

On 25 March 2024, the Company disposed of an investment property valued at £2.3m at 31 December 2023. 

Auditor

The auditor, Forvis Mazars LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf by:
 





R Barry
Director

Date: 28 August 2024

Page 3

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLOUCESTER BP INVESTMENTS LIMITED
 

Opinion

We have audited the financial statements of Gloucester BP Investments Limited (the ‘Company’) for the year ended 31 December 2023 which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the 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 FRS 101 "Reduced Disclosure Framework (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 December 2023 and of its loss 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 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.
Page 4

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLOUCESTER BP INVESTMENTS LIMITED
 

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 the audit:
 
the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In 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 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:

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.
the directors were not entitled to take advantage of the small companies’ exemption in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
Page 5

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLOUCESTER BP INVESTMENTS LIMITED
 

Responsibilities of Directors

As explained more fully in the Directors' Responsibilities Statement set out on page 2, 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 intend either 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.
 
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
 
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. 

Based on our understanding of the Company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.

To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.  

We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006. 
Page 6

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLOUCESTER BP INVESTMENTS LIMITED
 

In addition, we evaluated the directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of management override of controls, and determined that the principal risks related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to valuation of investment properties and significant one-off or unusual transactions. 

Our audit procedures in relation to fraud included but were not limited to:
Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
Gaining an understanding of the internal controls established to mitigate risks related to fraud;
Discussing amongst the engagement team the risks of fraud; and
Addressing the risks of fraud through management override of controls by performing journal entry testing.

There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.

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 auditor’s report.

Use of the audit 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.





  

Gerhard Bonthuys (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor 
2nd Floor
6 Sutton Plaza
Sutton Court Road
Sutton
SM1 4FS

28 August 2024
Page 7

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

Year ended
31 December
Period ended
31 December
2023
2022
Note
£
£

  

Turnover
 4 
6,125,817
541,038

Cost of sales
  
(156,694)
-

Gross profit
  
5,969,123
541,038

Administrative expenses
  
(459,951)
(150,269)

Loss on revaluation of investment properties
 5 
(3,468,687)
(5,621,721)

Operating loss
 5 
2,040,485
(5,230,952)

Interest receivable and similar income
 8 
918,693
25,667

Interest payable and similar expenses
 9 
(4,549,853)
(246,320)

Loss before tax
  
(1,590,675)
(5,451,605)

Tax on loss
 10 
749,597
1,373,108

Loss for the financial year/period
  
(841,078)
(4,078,497)

Change in fair value of hedging instrument
  
(287,615)
89,660

Deferred tax on change in fair value of hedging instrument
  
164,194
-

  

Total comprehensive expense for the year/period
  
(964,499)
(3,988,837)

The Statement of Comprehensive Income has been prepared on the basis that all operations are continuing operations.

The notes on pages 11 to 28 form part of these financial statements.

Page 8

 
GLOUCESTER BP INVESTMENTS LIMITED
REGISTERED NUMBER: 14094436

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

2023
Restated
2022
Note
£
£

Fixed assets
  

Investments
 11 
97
97

Investment property
 12 
77,825,000
80,096,061

Derivative financial instrument
 13 
1,518,756
2,053,031

  
79,343,853
82,149,189

Current assets
  

Debtors: amounts falling due after more than one year
 14 
2,287,251
1,429,620

Debtors: amounts falling due within one year
 14 
2,043,034
4,464,068

Cash at bank
 15 
5,449,459
1,415,020

  
9,779,744
7,308,708

Creditors: amounts falling due within one year
 16 
(2,792,175)
(2,562,807)

Net current assets
  
6,987,569
4,745,901

Total assets less current liabilities
  
86,331,422
86,895,090

Creditors: amounts falling due after more than one year
 17 
(49,584,758)
(49,183,927)

Net assets
  
36,746,664
37,711,163


Capital and reserves
  

Called up share capital 
 20 
41,700,000
41,700,000

Hedging reserve
 21 
(33,761)
89,660

Profit And Loss Account
 21 
(4,919,575)
(4,078,497)

Total equity
  
36,746,664
37,711,163


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

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




R Barry
Director

Date: 28 August 2024

The notes on pages 11 to 28 form part of these financial statements.

Page 9

 
GLOUCESTER BP INVESTMENTS LIMITED
 

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


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At incorporation on 9 May 2022
100
-
-
100


Comprehensive expense for the period

Loss for the period

-
-
(4,078,497)
(4,078,497)

Movement in hedge reserve
-
89,660
-
89,660


Other comprehensive income for the period
-
89,660
-
89,660


Total comprehensive expense for the period
-
89,660
(4,078,497)
(3,988,837)


Contributions by and distributions to owners

Shares issued during the period
41,699,900
-
-
41,699,900


Total transactions with owners
41,699,900
-
-
41,699,900



At 1 January 2023
41,700,000
89,660
(4,078,497)
37,711,163


Comprehensive expense for the year

Loss for the year

-
-
(841,078)
(841,078)

Movement in hedge reserve
-
(287,615)
-
(287,615)

Deferred tax on change in fair value of hedging instrument
-
164,194
-
164,194


Other comprehensive expense for the year
-
(123,421)
-
(123,421)


Total comprehensive expense for the year
-
(123,421)
(841,078)
(964,499)


Total transactions with owners
-
-
-
-


At 31 December 2023
41,700,000
(33,761)
(4,919,575)
36,746,664


The notes on pages 11 to 28 form part of these financial statements.

Page 10

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Gloucester BP Investments Limited (the 'Company') is a private company limited by shares, incorporated in England and Wales. The address of the registered office is First Floor, 14 Cork Street, London, United Kingdom, W1S 3NS.
The principal activity of the Company during the year was that of real estate investment.
In the prior period, the Company shortened its accounting reference date from 31 May 2023 to 31 December 2022 to align with other group companies.
The prior year comparatives are for the 7 month period ended 31 December 2022.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework'  and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements have been presented in Pounds Sterling as this is the currency of the primary economic environment in which the Company operates and is rounded to the nearest pound. 

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 101 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions under FRS 101:
the requirements of IFRS 7 Financial Instruments: Disclosures
the requirement in paragraph 38 of IAS 1 'Presentation of Financial Statements' to present comparative information in respect of:
 - paragraph 79(a)(iv) of IAS 1;
 - paragraphs 76 and 79(d) of IAS 40 Investment Property; and
the requirements of paragraphs 10(d), 10(f), 16, 38A, 38B, 38C, 38D, 40A, 40B, 40C, 40D, 111 and 134-136 of IAS 1 Presentation of Financial Statements
the requirements of IAS 7 Statement of Cash Flows
the requirements of paragraph 74A(b) of IAS 16
the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures
the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member

This information is included in the consolidated financial statements of Gloucester BP (Holdco) Limited as at 31 December 2023 and these financial statements may be obtained from Companies House.

Page 11

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.3

Going concern

Having made appropriate enquiries, the directors consider it reasonable to assume that the Company has adequate resources to continue for the foreseeable future for at least 12 months from the date of signing these financials and, for this reason, have continued to adopt the going concern basis in preparing the financial statements.

  
2.4

Restatement of prior year comparative

Prior year debtors and creditors have been restated to reflect the correct presentation of the bank and other financing costs capitalised in the prior year. The net effect on net assets and equity is £nil. 

  
2.5

Turnover

Turnover is measured at the fair value of the consideration received or receivable and represents the amount receivable from the letting of commercial property, net of value added taxes. Rental income that had been received in the period but relates to the subsequent year is treated as deferred income in the balance sheet. 

 
2.6

Operating leases: the Company as lessor

Rental income from operating leases is credited to Statement of Comprehensive Income on a straight-line basis over the lease term.

Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.

 
2.7

Interest receivable and similar income

Interest receivable and similar income is recognised in the Statement of Comprehensive Income using the effective interest method.

 
2.8

Interest payable and similar expenses

Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 12

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

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 income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

 
2.10

Investment property

Investment property is carried at fair value determined annually by external valuers and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.12

Associates and joint ventures

Associates and Joint Ventures are held at cost less impairment.

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Page 13

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.14

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.15

Creditors

Creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers.

Creditors are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method.

 
2.16

Financial instruments

The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when the contractual terms expire. The Company's accounting policies in respect of financial instruments transactions are explained below:

Financial assets and financial liabilities are initially measured at fair value. 

Financial assets

All recognised financial assets are subsequently measured in their entirety at either fair value or amortised cost, depending on the classification of the financial assets.

Fair value through profit or loss

All of the Company's financial assets are subsequently measured at fair value at the end of each reporting period, with any fair value gains or losses being recognised in profit or loss to the extent they are not part of a designated hedging relationship. The net gain or loss recognised in profit or loss includes any dividend or interest earned on the financial asset. 

Impairment of financial assets

The Company always recognises lifetime ECL for trade receivables and amounts due on contracts with customers. The expected credit losses on these financial assets are estimated based on the Company's historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate. Lifetime ECL represents the expected credit losses that will result from all possible default events over the expected life of a financial instrument.
 
Page 14

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.16
Financial instruments (continued)


Financial liabilities

Fair value through profit or loss

Financial liabilities are classified as at fair value through profit or loss, when the financial liability is held for trading, or is designated as at fair value through profit or loss. This designation may be made if such designation eliminates or significantly reduces a measurement or recognition inconsistency that would otherwise arise, or the financial liability forms part of a group of financial instruments which is managed and its performance is evaluated on a fair value basis, or the financial liability forms part of a contract containing one or more embedded derivatives, and IFRS 9 permits the entire combined contract to be designated as at fair value through profit or loss. Any gains or losses arising on changes in fair value are recognised in profit or loss to the extent that they are not part of a designated hedging relationship.

At amortised cost

Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.

Page 15

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.17

Hedge accounting

On initial designation of the Hedge, the Company formally documents the relationship between the hedging instruments and hedged items, including the risk management objectives and strategy in undertaking the hedge, together with the method that will be used to assess the effectiveness of the hedging relationship. The Company makes an assessment, both on inception of the hedging relationship and on an ongoing basis, of whether the hedging instruments are expected to be highly effecting in offsetting the changes in in the fair value or cash flows of the respective hedged items during the period for which the hedge is designated.
The effective portion of changes in the fair value of derivatives that are designated and qualified as cash flow hedges is recognised in other comprehensive income. The gain or loss relating to the ineffective portion is recognised immediately in profit or loss and is included in finance income or finance cost.
Amounts previously recognised in other comprehensive income and accumulated in equity are reclassified to profit or loss in periods when the hedged item is recognised in profit or loss.
Hedge accounting is discontinued when the Company revokes the hedging relationship, the hedging instrument expires or is sold, terminated, or exercised, or no longer qualifies for hedge accounting. Any gain or loss recognised in other comprehensive income at that the time is accumulated in equity and is recognised when the forecast transaction is ultimately recognised in profit or loss. When a forecast transaction is no longer expected to occur, the gain or loss accumulated in equity is recognised immediately in profit or loss.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines whether transfers have occurred between levels in the hierarchy by re assessing categorisation (based on the lowest level input that is significant to the fair value measurement as a whole) at the end of each reporting period.





Page 16

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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.
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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
3.1 Critical judgements in applying the Company's accounting policies
(i) Assessing indicators of impairment
In assessing whether there have been any indicators of impairment of assets, the directors have considered both external and internal sources of information such as market conditions, counterparty credit ratings and experience of recoverability. There have been no indicators of material impairments identified during the current financial period.
3.2 Key sources of estimation uncertainty
(ii) Valuation of investment properties
Estimation is exercised when determining fair value of the investment properties. The Company has decided that valuations will take place twice per year or where a significant change in circumstance is noted. The key assumptions and inputs include rental income and expense, related rental income and expense growth rates, occupancy levels, capital improvements costs, discount rates and capitalisation rates.
(iii) Valuation of derivative investments
The Company holds derivative financial instruments that are not quoted in active markets, such as interest rate caps. Fair values of such instruments are determined by using valuation techniques. Where valuation techniques (for example, models) are used to determine fair values, they are validated and periodically reviewed by experienced personnel at Standard Chartered Bank independent of the party that created them.

Page 17

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Turnover

An analysis of turnover by class of business is as follows:


Year ended
31 December
Period ended
31 December
2023
2022
£
£

Rental income
6,125,817
541,038


All turnover arose within the United Kingdom.


5.


Operating loss

The operating loss is stated after charging:

Year ended
31 December
Period ended
31 December
2023
2022
£
£

Loss on property revaluation
3,468,687
5,621,721

All direct operating expenses arose from investment property that generated rental income during the year/period.


6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


Year ended
31 December
Period ended
31 December
2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements

29,000
25,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 18

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

The Company has no employees other than the directors, who did not receive any remuneration (period ended 31 December 2022: £nil).
The directors consider themselves to be the only members of key management personnel. 


8.


Interest receivable and similar income

Year ended
31 December
Period ended
31 December
2023
2022
£
£


Interest received on derivative asset
836,121
24,427

Bank interest receivable
82,572
1,240

918,693
25,667


9.


Interest payable and similar expenses

Year ended
31 December
Period ended
31 December
2023
2022
£
£


Senior loan interest (note 17)
3,483,307
246,320

Amortised finance costs
1,066,546
-

4,549,853
246,320

Page 19

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


Year ended
31 December
Period ended
31 December
2023
2022
£
£



Current tax on loss for the period
-
32,322

Adjustments in respect of previous periods
(32,322)
-


Total current tax
(32,322)
32,322

Deferred tax


Origination and reversal of timing differences
(732,471)
(1,405,430)

Adjustments in respect of prior periods
15,196
-

Total deferred tax
(717,275)
(1,405,430)


Taxation on loss
(749,597)
(1,373,108)
Page 20

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
 
10.Taxation (continued)


Factors affecting tax charge for the year/period

The tax assessed for the year/period is lower than (period ended 31 December 2022: lower than) the standard rate of corporation tax in the UK of 23.5% (period ended 31 December 2022:19%). The differences are explained below:

Year ended
31 December
Period ended
31 December
2023
2022
£
£


Loss before tax
(1,590,675)
(5,451,605)


Loss before tax multiplied by standard rate of corporation tax in the UK of 23.5% (period ended 31 December 2022: 19%)
(374,005)
(1,035,805)

Effects of:


Expenses not deductible for tax purposes
6,987
-

Differences in deferred tax rates
-
(337,303)

Adjustments to tax charge in respect of prior periods
(32,322)
-

Adjustments to tax charge in respect of previous periods - deferred tax
15,196
-

Remeasurement of deferred tax for changes in tax rates
(84,107)
-

Group relief claimed
(281,346)
-

Total tax credit for the year/period
(749,597)
(1,373,108)


Factors that may affect future tax charges

The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom has increased from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply but with a marginal relief applying as profits increase.

Page 21

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Investments





Investments in subsidiary companies
Investments in associates
Unlisted investments
Total

£
£
£
£



Cost


At 1 January 2023
2
16
79
97



At 31 December 2023
2
16
79
97






Net book value



At 31 December 2023
2
16
79
97



At 31 December 2022
2
16
79
97

Associates
Investments in associates relate to the Company's shareholding in Regent Court (Gloucester) Management Limited, a company incorporated in England and Wales.
Unlisted investments relate to the Company's shareholding in Gloucester Business Park Management Limited, a company incorporated in England and Wales.


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Principal activity

Class of shares

Holding

Charlton Court (Gloucester BP) Management Limited
Minton Place, Station Road, Swindon, SN1 1DA
Property management
Ordinary A
9.09%

Page 22

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Investment property


Freehold investment property

£



Valuation


At 1 January 2023
80,096,061


Capitalised expenditure
117,430


Adjustment to acquisition costs
(134,863)


Deficit on revaluation (note 5)
(3,468,687)


Rent free debtor addition
1,215,059



At 31 December 2023
77,825,000

The investment properties were valued at £77,825,000 as at 31 December 2023 (2022: £80,096,061) by qualified professional valuers Knight Frank for internal purposes. All such valuers are Chartered Surveyors, being Members of the Royal Institute of Chartered Surveyors. The investment property was valued on the basis of market value and the valuation was carried out in accordance with RICS Appraisal and Valuation Standards.
During the year there was an adjustment to acquistion costs due to the renegotiation of fees. 




If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:

2023
2022
£
£


Historic cost
81,350,000
81,350,000

Accumulated depreciation and impairments
(3,510,754)
(267,452)

77,839,246
81,082,548

Page 23

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Derivative financial instrument

2023
2022
£
£



Opening balance
2,053,031
-

Initial payment of premium
-
2,022,475

Amortisation of premium charged to statement of comprehensive income
(689,688)
(59,104)

Fair value movement charged to other comprehensive income
(287,615)
89,660

Transfer from group company
443,028
-

31 December 2023
1,518,756
2,053,031

Derivative financial instruments include;
 
an interest rate cap, attracting an interest rate of 2.5% + SONIA (2022: 2.5% + SONIA), terminating on 28 November 2025; and



14.


Debtors

2023
Restated
2022
£
£

Due after more than one year

Deposits
352
24,190

Deferred tax asset (note 19)
2,286,899
1,405,430

2,287,251
1,429,620


2023
2022
£
£

Due within one year

Trade debtors
19,313
637,536

Amounts due from group companies
1,598,496
3,770,505

VAT receivable
351,190
54,561

Prepayments
74,035
1,466

2,043,034
4,464,068


Amounts owed by group undertakings are unsecured, interest-free and payable on demand.

Page 24

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

15.


Cash and cash equivalents

2023
2022
£
£

Cash at bank
5,449,459
1,415,020



16.


Creditors: amounts falling due within one year

2023
2022
£
£

Trade creditors
244,182
74,942

Amounts owed to group undertakings
-
177,127

Corporation tax
-
32,322

Other taxation and social security
252,702
-

Other creditors
379,142
-

Accruals
582,887
1,272,192

Deferred income
1,333,262
1,006,224

2,792,175
2,562,807


Amounts owed to group companies are unsecured, interest free and repayable on demand.


17.


Creditors: amounts falling due after more than one year

2023
Restated
2022
£
£

Bank loans (note 18)
50,270,000
50,270,000

Deposits
352
24,190

Prepaid finance costs
(685,594)
(1,110,263)

49,584,758
49,183,927


Bank loans consist of a loan amount of £50,270,000 (2022: £50,270,000) from Standard Chartered Bank, attracting an interest rate of SONIA + 2.35% (2022: SONIA + 2.35%). The loan is secured against the investment properties and is repayable on the facility termination date, 28 November 2025.

Page 25

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£


Amounts falling due 1-2 years

Bank loans
50,270,000
-

Amounts falling due 2-5 years

Bank loans
-
50,270,000


50,270,000
50,270,000



19.


Deferred taxation




2023
2022


£

£






At beginning of period
1,405,430
-


Credited to statement of comprehensive income
717,275
1,405,430


Charged to other comprehensive income
164,194
-



At end of year
2,286,899
1,405,430

The deferred tax asset is made up as follows:

2023
2022
£
£


Capital gains/(losses)
2,307,487
1,405,430

Fixed asset temporary differences
(193,222)
-

Short term temporary differences
172,634
-

2,286,899
1,405,430

Page 26

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Called up share capital

2023
2022
£
£
Allotted, called up and fully paid



41,700,000 (2022: 41,700,000) Ordinary shares of £1 each
41,700,000
41,700,000

The Company has one class of ordinary shares which carry voting rights but no rights to fixed income.
During the prior period at incorporation the Company issued 100 Ordinary shares at par value. Then later during the prior period the Company issued 41,699,900 Ordinary shares at par value.



21.


Reserves

Hedge reserve

The hedge reserve includes changes in the fair value of the interest rate cap instruments.

Profit and loss account

This reserve represents the cumulative losses of the Company.


22.


Operating lease arrangements

Lessor
The Company had contracted with tenants to receive the following minimum lease payments under non-cancellable operating leases:

2023
2022
£
£


Not later than 1 year
5,697,183
4,770,224

Later than 1 year and not later than 5 years
15,965,935
17,075,842

Later than 5 years
13,832,507
16,681,832

35,495,625
38,527,898

Page 27

 
GLOUCESTER BP INVESTMENTS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

23.


Related party transactions

The Company has taken advantage of exemption offered by FRS 101 from the requirements of paragraph 17 of IAS 24 Related Party Disclosures not to disclose key management personnel compensation and from the requirements in IAS 24 Related Party Disclosures not to disclose related party transactions entered into between two or more members of a group. 
During the year the Company entered into transactions with ARA Dunedin Asset Management LLP and incurred costs of £288,341 (period ended 31 December 2022: £nil). At the year end an amount of £351,543 (2022: £nil) was owed by ARA Dunedin Asset Management LLP and an amount of £66,219 (2022: £nil) was owed to ARA Dunedin Asset Management LLP, a related party by virtue of mutual directorship.


24.


Post balance sheet events

On 25 March 2024, the Company disposed of an investment property valued at £2.3m at 31 December 2023.  


25.


Controlling party

The immediate parent undertaking of Gloucester BP Investments Limited is Gloucester BP (Holdco) Limited, a company registered in England and Wales. The registered address of Gloucester BP (Holdco) Limited is First Floor, 14 Cork Street, London, United Kingdom, W1S 3NS.
The ultimate controlling party is The Straits Trading Company Limited, a company incorporated in Singapore whose registered address is 1 Wallich Street, #15-01, Guoco Tower, Singapore 078881.
The smallest group in which the results of the Company are consolidated is Gloucester BP (Holdco) Limited. Copies of these consolidated financial statements can be obtained from Companies House.
The largest group in which the results of the Company are consolidated is Straits Trading Company Limited. Copies of these consolidated financial statements can be obtained from 1 Wallich Street, #15-01, Guoco Tower, Singapore 078881.

Page 28