Company Registration No. 14593218 (England and Wales)
GHL (SELLY OAK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
GHL (SELLY OAK) LIMITED
COMPANY INFORMATION
Directors
S S Conway
(Appointed 16 January 2023)
G Nock
(Appointed 16 January 2023)
Company number
14593218
Registered office
3rd Floor
Sterling House
Langston Road
Loughton
Essex
UK
IG10 3TS
Auditor
Buzzacott LLP
130 Wood Street
London
EC2V 6DL
GHL (SELLY OAK) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 6
Statement of comprehensive income
7
Statement of financial position
8
Statement of changes in equity
9
Notes to the financial statements
10 - 13
GHL (SELLY OAK) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024
- 1 -

The directors present their annual report and financial statements for the period from incorporation on 16 January 2023 to 31 March 2024.

Principal activities

The principal activity of the company continued to be that of property development.

Directors

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

S S Conway
(Appointed 16 January 2023)
G A Conway
(Appointed 16 January 2023 and resigned 26 March 2024)
D E Conway
(Appointed 16 January 2023 and resigned 26 March 2024)
R M Conway
(Appointed 16 January 2023 and resigned 26 March 2024)
G Nock
(Appointed 16 January 2023)
Post reporting date events

In August 2024, the Company sold off it's inventories for £29,750,000 and used the proceeds to settle the loan facility.

Auditor

Buzzacott LLP were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

Statement of directors' responsibilities

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.

Statement of disclosure to auditor

All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information needed by the company's auditor for the purposes of their audit and to establish that the auditors are aware of that information. The directors are not aware of any relevant audit information of which the auditors are unaware.

GHL (SELLY OAK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 2 -
Going concern

In their assessment of going concern, the directors have prepared forecasts for a period of at least 12 months from the date of approval of the financial statements.

 

The company’s loan facility of £6,629,286 is due for repayment on 13 March 2025, which is within the going concern assessment period. The company has a net liability position. However, in August 2024, the Company sold off it's inventories for £29,750,000 and used the proceeds to repay the loan facility in August 2024. Accordingly, the directors consider it appropriate for the financial statements to be prepared on a going concern basis.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

On behalf of the board
S S Conway
Director
16 October 2024
GHL (SELLY OAK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GHL (SELLY OAK) LIMITED
- 3 -
Opinion

We have audited the financial statements of GHL (Selly Oak) Limited (the 'company') for the period ended 31 March 2024 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 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 United Kingdom, including the Financial Reporting Council’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.

GHL (SELLY OAK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GHL (SELLY OAK) LIMITED
- 4 -

Opinion on other matters prescribed by the Companies Act 2006

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

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 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 statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine 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:

 

How the audit was considered capable of detecting irregularities including fraud

 

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

 

 

 

GHL (SELLY OAK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GHL (SELLY OAK) LIMITED
- 5 -

 

We assessed the extent of compliance with the laws and regulations identified above through:

 

 

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:

 

 

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

 

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditor’s report.

 

GHL (SELLY OAK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GHL (SELLY OAK) LIMITED
- 6 -

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.

Philip Westerman (Senior Statutory Auditor)
For and on behalf of Buzzacott LLP, Statutory Auditor
16 October 2024
130 Wood Street
London
EC2V 6DL
GHL (SELLY OAK) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 MARCH 2024
- 7 -
Period
ended
31 March
2024
Notes
£
Cost of sales
(497,361)
Administrative expenses
(4,484)
Operating loss
2
(501,845)
Investment income
7,616
Finance costs
(1,872,674)
Loss before taxation
(2,366,903)
Tax on loss
-
0
Loss for the financial period
(2,366,903)

The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.

The notes on pages 10 to 13 form part of these financial statements.
GHL (SELLY OAK) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 8 -
2024
Notes
£
£
Current assets
Inventories
13,302,344
Trade and other receivables
4
162,471
Cash and cash equivalents
13,946
13,478,761
Current liabilities
5
(15,845,662)
Net current liabilities
(2,366,901)
Equity
Called up share capital
6
2
Retained earnings
(2,366,903)
Total equity
(2,366,901)

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

The financial statements were approved by the board of directors and authorised for issue on 16 October 2024 and are signed on its behalf by:
S S Conway
Director
Company Registration No. 14593218
The notes on pages 10 to 13 form part of these financial statements.
GHL (SELLY OAK) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024
- 9 -
Share capital
Retained earnings
Total
Notes
£
£
£
Balance at 16 January 2023
-
-
-
Period ended 31 March 2024:
Loss and total comprehensive expense for the period
-
(2,366,903)
(2,366,903)
Issue of share capital
6
2
-
2
Balance at 31 March 2024
2
(2,366,903)
(2,366,901)
The notes on pages 10 to 13 form part of these financial statements.
GHL (SELLY OAK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information

GHL (Selly Oak) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 3rd Floor, Sterling House, Langston Road, Loughton, Essex, UK, IG10 3TS.

1.1
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 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. The principal accounting policies adopted are set out below.

The preparation of financial statements in compliance with FRS102 Section 1A Small Entities requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the accounting policies. The following principal accounting policies have been applied:

1.2
Going concern

In their assessment of going concern, the directors have prepared forecasts for a period of at least 12 months from the date of approval of the financial statements.true

 

The company’s loan facility of £6,629,286 is due for repayment on 13 March 2025, which is within the going concern assessment period. The company has a net liability position. However, in August 2024, the Company sold off it's inventories for £29,750,000 and used the proceeds to repay the loan facility in August 2024. Accordingly, the directors consider it appropriate for the financial statements to be prepared on a going concern basis.

1.3
Inventories

Inventories are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost comprises the purchase cost of land and buildings and development expenditure.

 

Profit on sales of developed properties are taken on receipt of sales proceeds at legal completion. Costs attributable to each sale comprises an appropriate proportion of total costs of the development.

1.4
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.

GHL (SELLY OAK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 11 -
1.5
Financial instruments

Financial assets, other than investments, are initially measured at transaction price and subsequently held at cost, less any impairment.

 

Financial liabilities are measured initially at transaction price and subsequently at amortised cost.

 

Financial liabilities and equity are classified according to the substance of the instrument's contractual obligation, rather than its legal form.

 

Finance costs are charged to profit and loss over the term of the debt using the effective interest rate method so that the amount charged is at a constant rate on the carrying amount.

1.6
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.

1.7

Finance Costs

Finance costs are charged to profit over the term of the debt so that the amount charged is at a constant rate on the carrying amount. Finance costs include issue costs, which are initially recognised as a reduction in the proceeds of the associated capital instrument.

2
Operating loss
2024
Operating loss for the period is stated after charging:
£
Fees payable to the company's auditor for the audit of the company's financial statements
2,000
3
Employees

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

2024
Number
Total
-
0
4
Trade and other receivables
2024
Amounts falling due within one year:
£
Amounts owed by shareholders and undertakings in any participating interests
46,148
Other receivables
116,323
162,471
GHL (SELLY OAK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 12 -
5
Current liabilities
2024
£
Loan
6,629,286
Trade payables
352,586
Amounts owed to group undertakings
316,012
Other payables
8,547,778
15,845,662

Included within other payables is 7,440,938 preference shares of £1. The preference shares accumulate dividends interest at 15%, and at the year end accrued amounts of £1,106,840 were outstanding.

 

The loan is secured over the assets of the Company. Please see note 1.2 for further detail in respect to the loan.

6
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary A shares of £1 each
1
1
Ordinary B shares of £1 each
1
1
2
2
2024
2024
Preference share capital
Number
£
Issued and fully paid
Preference shares of £1 each
7,440,938
7,440,938
Preference shares classified as liabilities
7,440,938

On the 16th January 2023 the company allotted 2 ordinary shares of £1 each.

 

During the period, the company allotted 1 ordinary A share of £1 and 1 ordinary B share of £1 on 4th April 2023.

 

7,440,938 preference shares of £1 each were also allotted at par on 4th April 2023. These shares accumulate dividends interest at 15% which has been accrued and expensed in the year.

 

The ordinary A and B shares rank pari-passu in all respects.

GHL (SELLY OAK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024
- 13 -
7
Related party transactions

Transactions with Related Party Undertakings

At the balance sheet date the Company owed £16,012 to Galliard Holdings limited, a company in which S S Conway is a director. During the year £16,012 of additional funding was paid to the Company.

 

At the balance sheet date the Company owed £300,000 to Galliard Homes Limited, a company in which S S Conway is a director. During the year £300,000 of additional funding was paid to the Company.

 

At the balance sheet date the Company owed £6,629,286 to Reflex Bridging Limited, a company in which S S Conway is a director. During the year interest costs of £765,834 were incurred by the Company.

8
Parent company

The immediate parent company is Galliard Holdings Limited, a company registered in England and Wales, and the ultimate holding company is Galliard Group Limited, a company registered in England and Wales.

 

Galliard Group Limited prepares group financial statements and copies can be obtained from 3rd floor Sterling House, Langston Road, Loughton, Essex, IG10 3TS or from Companies House.

 

In the opinion of the directors, the controlling party is Stephen Conway, a director who holds more than 50% of voting rights.

9
Events after the reporting date

In August 2024, the Company sold off it's inventories for £29,750,000 and used the proceeds to settle the loan facility.

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