Company registration number 03368629 (England and Wales)
GALLIARD HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
GALLIARD HOLDINGS LIMITED
COMPANY INFORMATION
Directors
P L Huberman
J P White
R M Conway
G A Conway
S S Conway
D E Conway
Secretary
D J Hirschfield
Company number
03368629
Registered office
3rd Floor
Sterling House
Langston Road
Loughton
Essex
IG10 3TS
Auditor
Buzzacott LLP
130 Wood Street
London
EC2V 6DL
Solicitors
Howard Kennedy LLP
1 London Bridge
London
SE1 9BG
GALLIARD HOLDINGS LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Statement of comprehensive income
9
Statement of financial position
10
Statement of changes in equity
11
Notes to the financial statements
12 - 22
GALLIARD HOLDINGS LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
The directors present the strategic report for the year ended 31 March 2024.
Fair review of the business
The company continues to be a holding company for subsidiaries and joint ventures involved in the development of residential property. This activity is complemented by various ancillary services that the group provides to its customers such as facilities management, aftercare and lettings agency support. The construction division provides a full range of construction services, primarily to the group’s development companies but also to joint ventures and third party customers.
The geographical focus of group activities remains the London and Birmingham areas. The imbalance between supply and demand in the housing market is the main factor contributing to the sustained buoyancy of prices in the regions but local demand has also been supplemented by the enduring popularity of London property to overseas investors which further supports values in the capital.
Our Stakeholders
The directors have always paid due regard to the effect of their actions on the various stakeholders who have an interest in the business. Section 172 of the Companies Act now requires us to report each year on the steps taken to fulfil these obligations towards our stakeholders.
There are a great many parties who may be affected by the decisions made in the day-to-day running of the business and, as such, can be considered stakeholders. It is the responsibility of the board of directors to balance these interests in order to deliver the best possible outcome for all concerned.
Shareholders
Shareholders will look for annual income in the form of dividends as well as capital appreciation from growth in the net assets of the group. Robustness in moral awareness and social responsibility are also increasingly important considerations for this group.
JV Partners
Our joint venture partners are equity investors in specific projects. They will expect to be kept informed of the progress of their investment and to receive their agreed share of profits at its conclusion. They will also want to ensure that appropriate social and moral protocols are being followed.
Funders
The financial institutions that fund our debt requirement each have their own commercial and ethical frameworks within which they work. We would be required to conform to their standards of management in relation to any outstanding borrowing.
Local Community
It is important to appreciate and respect the views of the communities in which we work. Each has its own issues that have local significance and should not be ignored.
GALLIARD HOLDINGS LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 2 -
Principal risks and uncertainties
The Board has a number of protocols in place to mitigate against the risks inherent in a business that operates in the property development sector.
Credit risk
The majority of contract work undertaken by the company's subsidiaries and joint ventures (group) is on behalf of other group companies. Contracts with third parties are restricted mainly to Housing Associations, for the social housing element of residential developments, who fund the construction work as it progresses. The most significant risk inherent in the speculative development of residential property, the group’s core business, is the possibility of stock remaining unsold for a long period after construction is completed. Exposure to this risk is minimised by the group’s policy of preselling developments wherever possible. Of the units currently being built, sales contracts have either completed or been exchanged on 74%.
Liquidity risk
Development projects are funded on an individual basis from two main sources. In general, equity funding for any given project is spread across two or more joint venture partners thus reducing the group’s exposure in the event of unforeseen problems. Debt funding is project specific and, whenever possible, ring-fenced within the corporate vehicle used to undertake the development. Cash flow forecasts are prepared, maintained and monitored on a regular basis to ensure that adequate funding is always available to fulfil the group’s commitments.
Market risk
The group’s policy of preselling developments wherever possible reduces considerably its exposure to short term fluctuations on the demand side of the economy. It also provides greater control over longer term strategic planning as the scheduling of works can be based on a much more certain outcome. Fixed price contracts are used to minimise the effect of upward movements on the supply side of the economy, where prices are monitored closely, but the policy of preselling does provide a degree of upward pressure on costs.
Operational risk
Close supervision and management is key to the minimising of any operational risks associated with complex construction projects. The group uses a number of management tools to ensure it is able to respond in a timely manner to external stimuli that have the potential to disrupt the planned progress of its schemes.
Key Performance Indicators
The company’s income statement is set out on page 9.
The investment income for the year has increased from £24.3m to £55.1m. The increase is due to more developments in the company's investee companies completing during the year, resulting in increased dividend distributions.
Impairments on investments in the year decreased from £59.7m to £59.4m. Several of the company's investments are participants of the Developer Remediation Contract which commits development companies to addressing life-critical fire-safety issues on all buildings over 11 meters that have been completed in the last 30 years. These investments will allocate funding to the remediation works.
The directors are satisfied that the company has a sound financial foundation and that its diverse portfolio of development sites will yield significant returns in the form of dividends in the medium term based on current market conditions.
S S Conway
Director
7 October 2024
GALLIARD HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
The directors present their annual report and financial statements for the year ended 31 March 2024.
Principal activities
The principal activity of the company continued to be that of a holding company.
Results and dividends
The results for the year are set out on page 9.
No ordinary dividends were paid (2023 - £nil).
Directors
The directors who held office during the year and up to the date of signature of the financial statements were:
P L Huberman
J P White
R M Conway
G A Conway
S S Conway
D E Conway
Auditor
The auditor, Buzzacott LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
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:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
GALLIARD HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
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.
Going Concern
The directors have assessed the company’s cashflow forecasts from future sales and operations and with continued support from Galliard Group Limited, they are satisfied that there is sufficient available cash for at least the next twelve months to meet the operating needs of the company.
On behalf of the board
S S Conway
Director
7 October 2024
GALLIARD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBER OF GALLIARD HOLDINGS LIMITED
- 5 -
Opinion
We have audited the financial statements of Galliard Holdings Limited (the 'company') for the year 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:
give a true and fair view of the state of the company's affairs as at 31 March 2024 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.
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.
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.
GALLIARD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GALLIARD HOLDINGS LIMITED
- 6 -
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
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 and the directors' report.
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit
Responsibilities of directors
As explained more fully in the 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:
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:
GALLIARD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GALLIARD HOLDINGS LIMITED
- 7 -
the Senior Statutory Auditor ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we made enquiries of management as to where they considered there was susceptibility to fraud, and their knowledge of actual, suspected and alleged fraud;
we identified the laws and regulations that could reasonably be expected to have a material effect on the financial statements of the company through discussions with directors and key management at the planning stage;
the audit team held a discussion to identify any particular areas that were considered to be susceptible to misstatement, including with respect to fraud and non-compliance with laws and regulations;
we focused our planned audit work on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the Company, including the Companies Act 2006, and taxation.
We assessed the extent of compliance with the laws and regulations identified above through:
making enquiries of management;
inspecting legal correspondence for any potential material litigation or claims; and
considering the internal controls in place that are designed to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
determined the susceptibility of the company financial statements to management override of controls by evaluating the design and implementation of controls and enquiring of individuals involved in the financial reporting process
tested journal entries and the rationale behind significant or unusual transactions;
performed analytical procedures to identify any unusual or unexpected relationships and tested any material variances from the prior period; and
tested accounting estimates and evaluated whether judgements or decisions made by management indicated bias on the part of the Company’s management.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
agreeing financial statement disclosures to underlying supporting documentation;
enquiry of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and the company’s legal advisors.
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.
GALLIARD HOLDINGS LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBER OF GALLIARD HOLDINGS LIMITED
- 8 -
This report is made solely to the company's member 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 member those matters we are required to state to the member 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 member, 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
7 October 2024
130 Wood Street
London
EC2V 6DL
GALLIARD HOLDINGS LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
2024
2023
Notes
£
£
Investment income
6
55,135,444
24,322,449
Administrative expenses
(2,067,414)
(149,471)
Other operating income
2,457,592
663,201
Impairment of fixed asset investments
3
(59,354,493)
(59,670,098)
Operating loss
4
(3,828,871)
(34,833,919)
Finance costs
7
(416,280)
(560,409)
Loss before taxation
(4,245,151)
(35,394,328)
Tax on loss
8
(356,878)
4,013,844
Loss for the financial year and total comprehensive income
(4,602,029)
(31,380,484)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 12 to 22 form part of these financial statements.
GALLIARD HOLDINGS LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 10 -
2024
2023
Notes
£
£
£
£
Non-current assets
Investments
9
245,274,772
261,837,335
Current assets
Trade and other receivables
10
11,655,804
13,191,111
Investments
11
715,639
715,639
Cash and cash equivalents
1,750,661
13,504,377
14,122,104
27,411,127
Current liabilities
12
(208,241,968)
(234,940,694)
Net current liabilities
(194,119,864)
(207,529,567)
Total assets less current liabilities
51,154,908
54,307,768
Provisions for liabilities
Provisions
13
(2,889,582)
(1,440,413)
(2,889,582)
(1,440,413)
Net assets
48,265,326
52,867,355
Equity
Called up share capital
14
20,208
20,208
Share premium account
59,078
59,078
Other reserves
15
21,337,300
21,337,300
Retained earnings
26,848,740
31,450,769
Total equity
48,265,326
52,867,355
The financial statements were approved by the board of directors and authorised for issue on 7 October 2024 and are signed on its behalf by:
S S Conway
Director
Company registration number 03368629 (England and Wales)
GALLIARD HOLDINGS LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 11 -
Share capital
Share premium account
Other reserves
Retained earnings
Total
£
£
£
£
£
Balance at 1 April 2022
20,208
59,078
21,337,300
62,831,253
84,247,839
Year ended 31 March 2023:
Loss and total comprehensive expense
-
-
-
(31,380,484)
(31,380,484)
Balance at 31 March 2023
20,208
59,078
21,337,300
31,450,769
52,867,355
Year ended 31 March 2024:
Loss and total comprehensive expense
-
-
-
(4,602,029)
(4,602,029)
Balance at 31 March 2024
20,208
59,078
21,337,300
26,848,740
48,265,326
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
1
Accounting policies
Company information
Galliard Holdings 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, 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.
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.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Galliard Group Limited. These consolidated financial statements are available from its registered office, 3rd Floor, Sterling House, Langston Road, IG10 3TS.
The company has taken advantage of s400 of the Companies Act not to produce group financial statements, as it is included in the consolidated financial statements of Galliard Group Limited, a company registered in England and Wales.
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 and with the continued support of Galliard Group Limited, the directors are satisfied that there is sufficient available cash for at least the next twelve months to meet the operating needs of the company.true
Accordingly, the director's consider it appropriate for the financial statements to be prepared on a going concern basis and that there is no material uncertainty in reaching this conclusion.
1.3
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
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.
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.
Changes in the fair value of derivatives that are designated and qualify as fair value hedges are recognised in profit or loss immediately, together with any changes in the fair value of the hedged asset or liability that are attributable to the hedged risk.
1.7
Taxation
Current tax
The current tax charge is calculated on the basis of tax rates and laws that have been enacted or substantially enacted by the reporting date.
Deferred tax
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except:
the recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against to reversal of deferred tax liabilities or other future taxable profits;
any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met, and
where timing differences relate to interests in subsidiaries, associates, branches and joint ventures and the group can control their reversal and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences.
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.8
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.9
Investment income consists of dividends and interest receivable for the year.
2
Judgements and key sources of estimation uncertainty
The company makes certain estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. In preparing these financial statements, the directors have had to make the following judgements and estimates:
Investments
Investments held as fixed assets by the company are stated at cost less any provision for impairment. Directors' have assessed the recoverability of investments made and economic benefit of the investments based on market conditions, economic forecasts and cashflow estimates.
3
Exceptional items
2024
2023
£
£
Income
Profit/(loss) on disposal of fixed asset investments
-
(485,000)
Expenditure
Impairment of fixed asset investments
59,354,493
59,670,098
4
Operating loss
2024
2023
Operating loss for the year is stated after charging:
£
£
Fees payable to the company's auditor for the audit of the company's financial statements
2,500
2,500
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
5
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
6
Investment income
2024
2023
£
£
Interest income
Interest on bank deposits
734,706
2,382,549
Other interest income
1,077,483
1,296,585
Total interest revenue
1,812,189
3,679,134
Income from fixed asset investments
Income from shares in group undertakings
53,323,255
20,643,315
Total income
55,135,444
24,322,449
7
Finance costs
2024
2023
£
£
Other interest
416,280
560,409
8
Taxation
2024
2023
£
£
Current tax
UK corporation tax on loss for the current period
356,878
Adjustments in respect of prior periods
(4,013,844)
Total current tax
356,878
(4,013,844)
The corporation tax rate for the year has been updated to reflect the change in the standard UK rate from 1 April 2023. The UK standard rate increased from 19% to 25% on 1 April 2023.
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
8
Taxation
(Continued)
- 16 -
The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Loss before taxation
(4,245,151)
(35,394,328)
Expected tax credit based on the standard rate of coporation tax in the UK of 25% (2023: 19%)
(1,061,288)
(6,724,922)
Group relief
(351,403)
Dividend income
(13,396,223)
(4,354,991)
Impairment of investments
14,814,389
11,337,318
Profit on disposal of fixed asset investments
90,927
Profits from LLP
3,071
Adjustments to previous periods
(4,013,844)
Taxation charge/(credit) for the year
356,878
(4,013,844)
9
Fixed asset investments
2024
2023
Notes
£
£
Investments in subsidiaries
18
152,310,323
187,188,654
Investments in joint ventures and associates
92,964,449
74,648,681
245,274,772
261,837,335
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Fixed asset investments
(Continued)
- 17 -
Movements in fixed assets investments
Investment in subsidiaries
Investments in joint ventures and associates
Total
£
£
£
Cost
At 1 April 2023
187,188,654
74,648,681
261,837,335
Additions
81,464,882
50,796,348
132,261,230
Return of capital
(69,357,038)
(19,978,675)
(89,335,713)
Impairment
(46,854,661)
(12,499,832)
(59,354,493)
Disposals
(131,514)
(2,073)
(133,587)
At 31 March 2024
152,310,323
92,964,449
245,274,772
Carrying amount
At 31 March 2024
152,310,323
92,964,449
245,274,772
At 31 March 2023
187,188,654
74,648,681
261,837,335
10
Trade and other receivables
2024
2023
Other receivables
11,489,395
12,369,626
Prepayments and accrued income
166,409
821,485
11,655,804
13,191,111
11
Current asset investments
2024
2023
£
£
Unlisted investments
715,639
715,639
12
Current liabilities
2024
2023
£
£
Trade payables
90,000
Amounts due to group undertakings
207,128,491
220,960,325
Amounts due to joint venture partners
10,870,988
Corporation tax
84,966
Other payables
1,110,595
2,934,415
Accruals and deferred income
2,882
208,241,968
234,940,694
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
13
Provisions for liabilities
2024
2023
£
£
2,889,582
1,440,413
Movements on provisions:
£
At 1 April 2023
1,440,413
Additional provisions in the year
1,449,169
At 31 March 2024
2,889,582
Provision includes estimated costs of remediation works on improving building safety on historic developments.
14
Share capital
2024
2023
Ordinary share capital
£
£
Issued and fully paid
20,208 Ordinary shares of £1 each
20,208
20,208
15
Other Reserves
2024
2023
£
£
At the beginning and end of the year
21,337,300
21,337,300
Other reserves consists of the merger relief provision which was elected to offset against the goodwill which arose on the acquisition of Galliard Homes Limited in accordance with S131 of the Companies Act 1985.
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
16
Related party transactions
The company has taken advantage of the exemption allowed by FRS 102 not to disclose any transactions with entities that are in the consolidated financial statements of Galliard Group Limited on the grounds that 100% of the voting rights in the company are controlled within the group and the company is included within those financial statements.
Included in other debtors are amounts due from Reflex Bridging Limited of £1,012,769 (2023: included in other payables was amounts due of £2,216,120). During the year £3,228,889 was repaid to Reflex Bridging Limited. Further during the year net interest was payable to Reflex Bridging Limited of £272,277 (2023: £526,974). D E Conway is a director of Reflex Bridging Limited and Galliard Holdings Limited.
Amounts of £2,927,425 and £7,943,563 were fully repaid in the year to the joint venture partners FREP 4 H2 Limited and C J O'Shea Group Limited respectively. Resulting in amounts due to joint venture partners being £nil (2023: FREP 4 H2 Limited £2,927,425 and C J O'Shea Group Limited £7,943,563).
17
Ultimate controlling party
The immediate and ultimate parent 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.
In the opinion of the directors, Stephen Conway is the controlling party, a director who holds more than 50% of voting rights.
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
18
Subsidiaries, joint ventures and associates
Details of the company's subsidiaries, joint ventures and associates at 31 March 2024 are as follows:
Subsidiaries
% Held
Subsidiaries
% Held
Acorn & GH (RF) Limited
66.7%
#
GHL (Lisburn NI) Limited
100%
#
Bath Road Properties Limited
75%
#
GHL (Mallorca West) Limited
100%
#
Baltimore Wharf SLP
50%
*
GHL (Nine Elms) Limited
51%
#
Baltimore Ground Rent Limited
100%
*
GHL (Nine Elms) Developments Limited
51%
*
Baltimore GP Limited
100%
*
GHL (TCRW) Limited
100%
#
Bear Lane Arches Limited
50%
*
GHL (THV) Limited
100%
#
Bestzone Limited
100%
#
GHL Sunnyside Limited
100%
#
Bluecroft Riverdale LLP
60%
#
GHL Trinity Square GP Limited
100%
#
Brentwood Developments Limited
50%
*
GHL Trinity Square LP
100%
#
Carlton House Developments Limited
100%
#
Gladstone Court Developments Limited
100%
#
Chiltern Court Properties Limited
100%
#
Goldenmill Limited
50%
*
Choicetime Limited
100%
#
Goodmayes 19 Limited
50%
*
Dalton Properties Limited
60%
*
Goodmayes 40 Limited
100%
#
Derby Terrace Limited
100%
*
Haywards Heath Developments Limited
100%
#
Dunford Court Management Limited
100%
#
Heartpride Limited
33%
*
Drayton Park Developments Limited
100%
*
Honiton Developments Limited
100%
#
Evolve (Colchester) Limited
100%
#
Iconshield Limited
100%
*
Evolve (Milton Keynes) Limited
100%
#
Jessica House Developments Limited
100%
#
Felcon Blackheath Limited
75%
*
Jewelside Limited
100%
*
FGA Developments Limited
100%
#
Kewdeal Limited
67%
*
Fieldfind Limited
100%
#
Kilmorie Investments LLP
100%
*
Freshplant Limited
100%
*
Kilmorie Properties Limited
100%
*
Friars Developments Limited
100%
#
Lastzone Limited
100%
*
Galliard Apsley EV (Kingsbury) Limited
50%
*
Life At limited
64%
#
Galliard (Cheltenham) Limited
100%
*
Liftzone Limited
100%
#
Galliard (Southwark) Limited
100%
#
Limetown Limited
49%
*
Galliard Creative Limited
100%
#
Lionstar Limited
100%
*
Galliard Caldecotte Limited
56.7%
#
Lodgeshine Limited
100%
#
Galliard Caldecotte Holdco Limited
56.7%
#
Ludgate Broadway Limited
100%
#
Galliard Construction Limited
100%
*
Merton Acquisitions Limited
100%
*
Galliard Estate Management Limited
100%
#
Merton Acquisitions 2 Limited
100%
#
Galliard Homes Limited
100%
#
Merton Catalyst LLP
50%
#
Galliard Homes (DM) Limited
100%
#
Metrosold Limited
100%
#
Galliard Hotels Limited
100%
#
Mill Link Developments Limited
100%
#
GDL Chiswick LLP
67%
#
Millharbour Developments Limited
100%
*
GDL Creekside Limited
52%
#
NCQ Developments Limited
100%
*
GDL (Luton) Developments Limited
90%
#
Netcircle Limited
100%
#
GDL (Slough) Developments Limited
100%
#
Netlink Limited
49%
*
GH/AH Bear Lane Limited
50%
#
Norlington Road Developments limited
100%
#
GHL (Bedminster Bristol) Limited
50%
#
Northwood Street Limited
50%
#
GHL (Berkhamstead) Limited
62%
#
Northwood Street 2 Limited
50%
#
GHL (BPC) Limited
100%
#
Ovingdean Hall College Limited
100%
#
GHL (Bristol) Limited
100%
#
Prestage Development Limited
100%
#
GHL (Brook Road) Limited
50%
#
Pingrade Limited
50%
#
GHL (Chigwell) Limited
100%
#
Quickdrop Limited - Marine Wharf
100%
#
GHL (Hampshire) Limited
100%
#
Red Lion Court Developments Limited
100%
#
GHL (Kilmorie) Limited
100%
#
Risedale Properties Limited
50%
#
GHL (Leegate) Limited
100%
#
Roamquest Limited
100%
*
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
18
Subsidiaries, joint ventures and associates
(Continued)
- 21 -
Subsidiaries
% Held
Joint ventures
% Held
Rosebery House Developments Limited
100%
#
Markhome Limited
50%
*
Shenley Developments Limited
100%
#
McGrath Bros. Waste Control (Hackney) Limited
50%
*
St Edwards Court (Romford) Limited
100%
#
New Road (Crouch End) Limited
25%
#
Starbones limited
54%
*
Paddington Street LP
50%
*
Stratford High Street Limited
100%
*
Pershore Street Limited
37.5%
#
Stratford High Street Ventures Limited
100%
#
Redington Developments (Apsley) Limited
45%
#
Swingdeal Limited
100%
*
Ridgeton Limited
67%
*
Tallack Road Developments Limited
100%
#
Signature Resorts (UK) Limited
71%
*
Targetplace Limited
100%
#
Signature Resorts Limited
100%
*
Thorney Leys Developments Limited
100%
#
Stamford Hounslow Ltd
30%
#
Vitalcharm Limited
100%
*
Triland (Chiltern Street) Limited
60%
*
Wapping Riverside Limited
100%
#
Workout Limited
100%
*
Yasfind Limited
100%
#
Zerodown Limited
100%
#
Joint ventures
% Held
Associates
% Held
Acorn (Trinity Square) Limited
50%
*
Chester Real Estate Limited
50%
*
Brooks Laundry LLP
50%
#
Galliard East Grinstead Limited
57%
#
Caxton Works Development Limited
50%
#
Galliard Estate Limited
50%
*
Finchley Road (Smiths) Limited
50%
*
Kingsbridge Property Developments Limited
33%
#
GHL (Carlow) Limited
33%
#
Lower Essex Street Limited
25%
#
GHL (Crescent Lane) Limited
50%
#
The Stage Shoreditch LLP
16%
#
GHL Connectivity and Infrastructure Limited
33%
#
Yolkstone Limited
25%
*
GHL (Coolsilk) Limited
50%
#
GHL (Eagle Wharf Rd) Limited
25%
*
GHL (Hackney Wick) Limited
30%
*
GHL (Wood Green) Limited
33%
#
Hope House (Bath) Limited
50%
*
Kelsworth Limited
67%
*
Land & Site Acquisitions Limited
25%
*
# Directly held
* Indirectly held
GALLIARD HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
18
Subsidiaries, joint ventures and associates
(Continued)
- 22 -
All subsidiary undertakings, associates and joint ventures are registered at 3rd floor, Sterling House, Langston Road, Loughton, IG10 3TS with the exception of the following:
Baltimore Wharf GP - 2 Milcaster Street, St Helier, JE2 3NJ
Baltimore Wharf SLP - 2 Milcaster Street, St Helier, JE2 3NJ
Baltimore Wharf Ground Rent Limited - 2 Milcaster Street, St Helier, JE2 3NJ
Stamford Hounslow Limited – 3rd Floor, Paternoster House, 65 St Paul's Churchyard, London, EC4M 8AB
Paddington Street LP - 2 Milcaster Street, St Helier, JE2 3NJ
Hope House (Bath) Limited - Bridge House 4 Borough High Street, London, SE1 9QR
New Road (Crouch End) Limited - Bridge House 4 Borough High Street, London, SE1 9QR
Acorn (Trinity Square) Limited - Bridge House 4 Borough High Street, London, SE1 9QR
Drayton Park Developments Limited - 11-15 Wigmore Street, London, WIA 2JZ
GHL (Eagle Wharf Rd) Limited - 28 Manchester Street, London, W1U 7LF
Markhome Limited - 50 Lancaster Road, Enfield, Middlesex, EN2 0BY
Vasthouse Limited - 28 Manchester Street, London, W1U 7LF
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