Company Registration No. 13533398 (England and Wales)
GHL (MILTON KEYNES) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
GHL (MILTON KEYNES) LIMITED
COMPANY INFORMATION
Directors
S A G Miller
G A Conway
S S Conway
Company number
13533398
Registered office
3rd Floor
Sterling House
Langston Road
Loughton
Essex
UK
IG10 3TS
Auditor
Buzzacott LLP
130 Wood Street
London
EC2V 6DL
GHL (MILTON KEYNES) 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 - 14
GHL (MILTON KEYNES) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -
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 property development.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
S A G Miller
G A Conway
S S 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.
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.
GHL (MILTON KEYNES) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR 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 directors are satisfied that there is sufficient available cash for at least the next twelve months to meet the operating needs of the company. Amounts of £6,546,603 are due to its parent company, however these will not be called in within the next twelve months.
The company’s loan facility of £4,211,397 was due for repayment in March 2024. The company has since agreed new terms and the facility has been extended to March 2025 with the existing lender. The directors then expect to refinance the facility. Written confirmation has also been received by the directors from Galliard Group Limited confirming their intention to support the company to ensure it can meet its liabilities as they fall due (including any loan repayments if required) for a period of not less than one year from the date of signing these financial statements. 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
18 October 2024
GHL (MILTON KEYNES) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GHL (MILTON KEYNES) LIMITED
- 3 -
Opinion
We have audited the financial statements of GHL (Milton Keynes) 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 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.
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 (MILTON KEYNES) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GHL (MILTON KEYNES) 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:
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 has 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 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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 (MILTON KEYNES) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GHL (MILTON KEYNES) LIMITED
- 5 -
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, building safety and health and safety legislation.
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.
GHL (MILTON KEYNES) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GHL (MILTON KEYNES) LIMITED
- 6 -
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
18 October 2024
130 Wood Street
London
EC2V 6DL
GHL (MILTON KEYNES) LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2024
- 7 -
2024
2023
Notes
£
£
Cost of sales
(153,952)
(4,549)
Administrative expenses
(2,692)
(2,721)
Other operating expenses
3
(319,265)
(282,849)
Operating loss
5
(475,909)
(290,119)
Investment income
78
6
Finance costs
(575,223)
(460,860)
Loss before taxation
(1,051,054)
(750,973)
Tax on loss
Loss for the financial year
(1,051,054)
(750,973)
The statement of comprehensive income has been prepared on the basis that all operations are continuing operations.
The notes on pages 10 to 14 form part of these financial statements.
GHL (MILTON KEYNES) LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 MARCH 2024
31 March 2024
- 8 -
2024
2023
Notes
£
£
£
£
Current assets
Inventories
10,881,191
10,338,705
Trade and other receivables
6
58,085
66,437
Cash and cash equivalents
56,968
68,422
10,996,244
10,473,564
Current liabilities
7
(12,190,991)
(10,617,257)
Net current liabilities
(1,194,747)
(143,693)
Equity
Called up share capital
8
905,005
905,005
Retained earnings
(2,099,752)
(1,048,698)
Total equity
(1,194,747)
(143,693)
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 18 October 2024 and are signed on its behalf by:
S S Conway
Director
Company Registration No. 13533398
The notes on pages 10 to 14 form part of these financial statements.
GHL (MILTON KEYNES) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Share capital
Retained earnings
Total
£
£
£
Balance at 1 April 2022
905,005
(297,725)
607,280
Year ended 31 March 2023:
Loss and total comprehensive expense for the year
-
(750,973)
(750,973)
Balance at 31 March 2023
905,005
(1,048,698)
(143,693)
Year ended 31 March 2024:
Loss and total comprehensive expense for the year
-
(1,051,054)
(1,051,054)
Balance at 31 March 2024
905,005
(2,099,752)
(1,194,747)
The notes on pages 10 to 14 form part of these financial statements.
GHL (MILTON KEYNES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information
GHL (Milton Keynes) 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.
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 directors are satisfied that there is sufficient available cash for at least the next twelve months to meet the operating needs of the company. Amounts of £6,546,603 are due to its parent company, however these will not be called in within the next twelve months.
The company’s loan facility of £4,211,397 was due for repayment in March 2024. The company has since agreed new terms and the facility has been extended to March 2025 with the existing lender. The directors then expect to refinance the facility. Written confirmation has also been received by the directors from Galliard Group Limited confirming their intention to support the company to ensure it can meet its liabilities as they fall due (including any loan repayments if required) for a period of not less than one year from the date of signing these financial statements. 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 (MILTON KEYNES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR 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
Leases
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Inventory valuation
In applying the company’s accounting policy for the valuation of inventories the Directors are required to assess the expected selling price and costs to sell each of the units that constitute the company’s work in progress. Cost includes the cost of acquisition of sites, the cost of infrastructure and construction works, and legal and professional fees incurred during development prior to sale. Estimation of the selling price is subject to significant inherent uncertainties, in particular the prediction of future trends in the market value of property.
GHL (MILTON KEYNES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 12 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Total
4
Other operating income
2024
2023
£
£
Rent receivable
77,161
81,940
Expenses of rented property
(396,426)
(364,789)
(319,265)
(282,849)
5
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
2,000
2,000
6
Trade and other receivables
2024
2023
Amounts falling due within one year:
£
£
Trade receivables
6,811
Other receivables
51,274
66,437
58,085
66,437
GHL (MILTON KEYNES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 13 -
7
Current liabilities
2024
2023
£
£
Trade payables
39,777
35,468
Amounts owed to group undertakings
6,546,603
4,335,523
Amounts owed to joint developer
1,385,815
1,083,429
Taxation and social security
267
Deferred income
7,132
5,238
Other payables
4,211,397
5,157,599
12,190,991
10,617,257
There are no amounts included under current liabilities in respect of which any security has been given by the entity.
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A shares of £1 each
4
4
4
4
Ordinary B shares of £1 each
1
1
1
1
5
5
5
5
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
905,000
905,000
905,000
905,000
Preference shares classified as equity
905,000
905,000
Total equity share capital
905,005
905,005
The ordinary A and B shares rank pari passu in all respects.
The preference shares do not carry a mandatory preferential dividend per annum. The preference shares have no redemption entitlement, but do hold voting rights. On a winding-up, the holders have priority before all other classes of shares to receive repayment of capital.
9
Related party transactions
As at the reporting date, amounts of £4,211,397 (2023: £5,157,599) were due to Reflex Bridging Limited, a company controlled by S S Conway. During the year, the company was charged interest of £521,425 (2023: £447,526) by Reflex Bridging Limited. The company also made repayments of £1,467,627 (2023: £682,500) to Reflex Bridging Limited during the year.
GHL (MILTON KEYNES) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 14 -
10
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.
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