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G2M PRS Holdco Limited
Financial Statements
Consolidated Group Accounts
26 November 2023
Company Registration Number 14539562
G2M PRS Holdco Limited
Financial Statements
Period from 1 May 2023 to 26 November 2023
Contents
Pages
Officers and professional advisers
1
Strategic report
2 to 3
Directors' report
4 to 5
Independent auditor's report to the members
6 to 9
Consolidated statement of comprehensive income
10
Consolidated balance sheet
11
Company balance sheet
12
Consolidated statement of changes in equity
13
Company statement of changes in equity
14
Consolidated statement of cash flows
15
Notes to the financial statements
16 to 29
G2M PRS Holdco Limited
Officers and Professional Advisers
The board of directors
Paul Morton
Stephen Gardner
Stephen Pettit
Registered office
Habodel
Unit 1 Hayfield Business Park
Field Lane
Auckley
Doncaster
South Yorkshire
DN9 3FL
Auditor
KPMG LLP, Statutory Auditor
Chartered Accountants
1 Sovereign Square
Sovereign Street
Leeds
LS1 4DA
Bankers
Barclays
Leicester
Leicestershire
LE87 2BB
Accountants
Darbys Limited
7 Spring Gardens
Gainsborough
DN21 2AY
G2M PRS Holdco Limited
Strategic Report
Period from 1 May 2023 to 26 November 2023
The directors present their strategic report for the period ended 26 November 2023.
Overview
This shorter accounting period reflects a phase of organisational change by way of the Groups demerger re-structure which was ongoing in the period and completed immediately after (completion 28 November 2023 as detailed in note 24 to the financial statements). This period of accounts brings to an end the Groups reporting under the previous consolidated structure, with the next period of accounts to be reported on a basis that is fit-for-purpose for its distinct shareholder groups.
The sole purpose of the re-organisation is to reshape the existing legal group structure so that it is optimally positioned to execute on the future growth strategy. Clear division of ownership in the respective operating entity and its property investment vehicles leaves the group well placed to facilitate and manage portfolio expansion funded by new third-party investment.
G2M PRS Holdco Limited was incorporated and by virtue of a share-for-share exchange with G2M Captial Ltd is the new Group Top-co.
Operating performance
Operationally, this period ended 26 November 2023 has been a time of expansion in operating bandwidth and capabilities, as well as continued investment in underlying portfolio assets which continue to mature towards optimal performance.
The Group has continued to expand and develop the scope of its core operations so that it can reliably and effectively manage its principal portfolio, whilst ensuring that its processes and procedures are sufficient to facilitate further scaling of its assets under management. The Group has continued to invest significantly in its in-house ERP system, abode, which has developed in scope and functionality in response to the exacting requirements of the business.
The performance of the portfolio has improved considerably as its underlying assets mature. The Group has continued to invest in the portfolio to bring all assets towards maturity and drive the portfolio towards optimal performance. The Group has seen and continues to see strong rental demand, driving improved occupancy rates and strong year-on-year rental growth.
The Group has also made progress in the period and up to the date of approval of these financial statements, with its debt book restructuring, by reducing the level of high-cost debt and extending out facility periods, achieved by building on strong relationships with its preferred lending partners.
Risks & Uncertainties
The above operating successes were achieved against the backdrop of a difficult macro environment, with inflation and cost of living challenges impacting interest rates significantly. Whilst the Group has inevitably felt the effects of this, it is well placed to limit its impact with rents historically tracking inflation and sufficient hedging in place within its current debt structure.
Whilst the Groups funding program continues to gather momentum, it does recognise that there is a level of uncertainty around the timing, level & structure of new investment. The Directors are confident that given the opportunity for investors and the attractive returns that the Group can evidence, it will secure substantial funding in the near future. In the unlikely event that funding is not secured, the Group can move quickly to reduce overhead to a scale that supports its existing portfolio only.
In summary, the Group is now well placed structurally & operationally to take on further investment, it has made significant progress in the scope of its operation, and it looks forward to continuing to build upon this alongside new investor partnerships and further scaling of assets under management.
This report was approved by the board of directors on 28 October 2024 and signed on behalf of the board by:
Paul Morton
Director
Registered office:
Habodel
Unit 1 Hayfield Business Park
Field Lane
Auckley
Doncaster
South Yorkshire
DN9 3FL
G2M PRS Holdco Limited
Directors' Report
Period from 1 May 2023 to 26 November 2023
The directors present their report and the financial statements of the group for the period ended 26 November 2023 .
Directors
The directors who served the company during the period were as follows:
Paul Morton
Stephen Gardner
Stephen Pettit
Dividends
The directors do not recommend the payment of a dividend.
Events after the end of the reporting period
Particulars of events after the reporting date are detailed in note 24 to the financial statements.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. 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 group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies and then apply them consistently; - make judgments 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. Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 28 October 2024 and signed on behalf of the board by:
Paul Morton
Director
Registered office:
Habodel
Unit 1 Hayfield Business Park
Field Lane
Auckley
Doncaster
South Yorkshire
DN9 3FL
G2M PRS Holdco Limited
Independent Auditor's Report to the Members of G2M PRS Holdco Limited
Period from 1 May 2023 to 26 November 2023
Opinion
We have audited the financial statements of G2M PRS Holdco Limited ("the Company")for the period ended 26 November 2023 which comprise the consolidated statement of comprehensive income, consolidated balance sheet, consolidated statement of changes in equity, consolidated statement of cash flows, company balance sheet, company statement of changes in equity and related notes, including the accounting policies in note 3. In our opinion the financial statements: - give a true and fair view of the state of the Group's and of the parent Company's affairs as at 26 November 2023 and of the Group's loss for the year then ended; - have been properly prepared in accordance with UK accounting standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland; and - have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing(UK) ("ISAs (UK)") and applicable law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are independent of the Group in accordance with, UK ethical requirements including the FRC Ethical Standard. We believe that the audit evidence we have obtained is a sufficient and appropriate basis for our opinion.
Going concern
The directors have prepared the financial statements on the going concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as they have concluded that the Group and the Company's financial position means that this is realistic. They have also concluded that there are no material uncertainties that could have cast significant doubt over their ability to continue as a going concern for at least a year from the date of approval of the financial statements ("the going concern period").
In our evaluation of the directors' conclusions, we considered the inherent risks to the Group's business model and analysed how those risks might affect the Group and Company's financial resources or ability to continue operations over the going concern period.
Our conclusions based on this work:
- we consider that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate;
- we have not identified, and concur with the directors' assessment that there is not, a material uncertainty related to events or conditions that, individually or collectively, may cast significant doubt on the Group or the Company's ability to continue as a going concern for the going concern period.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are not a guarantee that the Group or the Company will continue in operation.
Fraud and breaches of laws and regulations - ability to detect
Identifying and responding to risks of material misstatement due to fraud To identify risks of material misstatement due to fraud ("fraud risks") we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included: - Enquiring of directors and inspection of policy documentation as to the Group's high-level policies and procedures to prevent and detect fraud that apply to this company as well as enquiring whether the directors have knowledge of any actual, suspected or alleged fraud; - Reading Board minutes; - Using analytical procedures to identify unusual or unexpected relationships. We communicated identified fraud risks throughout the audit team and remained alert to any indications of fraud throughout the audit. As required by auditing standards, we perform procedures to address the risk of management override of controls, in particular the risk that Group management may be in a position to make inappropriate accounting entries and the risk of bias in accounting estimates as valuation of investment properties. On this audit we do not believe there is a fraud risk related to revenue recognition because of the limited ability for revenue to be materially misrecognised in the year. We also performed procedures including: - Identifying journal entries to test based on risk criteria and comparing the identified entries to supporting documentation. These includes those posted to unusual accounts. - Identified investment properties to test based on a risk criteria and random sampling, before agreeing the samples to supporting documentation to support the year end valuation. Identifying and responding to risks of material misstatement due to non-compliance with laws and regulations We identified areas of laws and regulations that could reasonably be expected to have a material effect on the financial statements from our general commercial and sector experience and through discussion with the directors (as required by auditing standards) and discussed with the directors the policies and procedures regarding compliance with laws and regulations. We communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The potential effect of these laws and regulations on the financial statements varies considerably. Firstly, the Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation), distributable profits legislation and taxation legislation and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items. Secondly, the Group is subject to many other laws and regulations where the consequences of non-compliance could have a material effect on amounts or disclosures in the financial statements, for instance through the imposition of fines or litigation. We identified the following areas as those most likely to have such an effect: health and safety, data protection laws, anti-bribery, employment law, and certain aspects of company legislation recognising the nature of the Group's activities. Auditing standards limit the required audit procedures to identify non-compliance with these laws and regulations to enquiry of the directors and inspection of regulatory and legal correspondence, if any. Therefore, if a breach of operational regulations is not disclosed to us or evident from relevant correspondence, an audit will not detect that breach. Context of the ability of the audit to detect fraud or breaches of law or regulation Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. In addition, as with any audit, there remained a higher risk of non-detection of fraud, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and cannot be expected to detect non-compliance with all laws and regulations.
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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.
Strategic report and directors' report
The directors are responsible for the strategic report and the directors' report. Our opinion on the financial statements does not cover those reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the directors' report and, in doing so, consider whether, based on our financial statements audit work, the information therein is materially misstated or inconsistent with the financial statements or our audit knowledge. Based solely on that work:
- we have not identified material misstatements in the strategic report and the directors' report;
- in our opinion the information given in those reports for the financial year is consistent with the financial statements; and
- in our opinion those reports have been prepared in accordance with the Companies Act 2006
Matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion: - adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent Company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit. We have nothing to report in these respects.
Directors' responsibilities
As explained more fully in their statement set out on pages 4-5, the directors are responsible for: the preparation of the financial statements and for being satisfied that they give a true and fair view; such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error; assessing the Group and parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to to going concern; and using the going concern basis of accounting unless they either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so. Auditor's responsibilities
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 our opinion in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of the financial statements. A fuller description of our responsibilities is provided on the FRC's website at www.frc.org.uk/auditorsresponsibilities.
The purpose of our audit work and to whom we owe our responsibilities
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.
Oliver Stephenson
(Senior Statutory Auditor)
For and on behalf of
KPMG LLP, Statutory Auditor
Chartered Accountants
1 Sovereign Square
Sovereign Street
Leeds
LS1 4DA
28 October 2024
G2M PRS Holdco Limited
Consolidated Statement of Comprehensive Income
Period from 1 May 2023 to 26 November 2023
Period from
1 May 23 to
26 Nov 23
Note
£000
Turnover
4
7,328
Cost of sales
( 1,880)
-------
Gross profit
5,448
Administrative expenses
( 2,450)
Profit/ (loss) on disposal
( 2,814)
Gain from fair value adjustment on investment properties
( 2,121)
-------
Operating loss
5
( 1,937)
Interest payable and similar expenses
9
( 10,222)
--------
Loss before taxation
( 12,159)
Tax on loss
10
1,304
--------
Loss for the financial period and total comprehensive income
( 10,855)
--------
All the activities of the group are from continuing operations.
The Group was previously consolidated in G2M Capital Limited in periods prior to this accounting period.
G2M PRS Holdco Limited
Consolidated Balance Sheet
26 November 2023
26 Nov 23
Note
£000
Fixed assets
Tangible assets
12
196,737
Current assets
Debtors
14
903
Cash at bank and in hand
3,630
-------
4,533
Creditors: amounts falling due within one year
15
( 28,283)
--------
Net current liabilities
( 23,750)
---------
Total assets less current liabilities
172,987
Creditors: amounts falling due after more than one year
16
( 124,692)
Provisions
18
( 7,640)
---------
Net assets
40,655
---------
Capital and reserves
Called up share capital
21
197,178
Other reserves
22
( 159,810)
Profit and loss account
22
3,287
---------
Shareholders funds
40,655
---------
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 28 October 2024 , and are signed on behalf of the board by:
Paul Morton
Director
Company registration number: 14539562
G2M PRS Holdco Limited
Company Balance Sheet
26 November 2023
26 Nov 23
Note
£000
Fixed assets
Intangible assets
11
175
Investments
13
197,178
---------
197,353
Creditors: amounts falling due within one year
15
( 175)
----
Net current liabilities
( 175)
---------
Total assets less current liabilities
197,178
---------
Capital and reserves
Called up share capital
21
197,178
---------
Shareholders funds
197,178
---------
The profit for the financial period of the parent company was £Nil.
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the medium companies regime.
These financial statements were approved by the board of directors and authorised for issue on 28 October 2024 , and are signed on behalf of the board by:
Paul Morton
Director
Company registration number: 14539562
G2M PRS Holdco Limited
Consolidated Statement of Changes in Equity
Period from 1 May 2023 to 26 November 2023
Called up share capital
Other reserves
Profit and loss account
Total
£000
£000
£000
£000
At 1 May 2023
197,178
( 159,810)
14,142
51,510
Loss for the period
( 10,855)
( 10,855)
---------
---------
--------
--------
Total comprehensive income for the period
( 10,855)
( 10,855)
---------
---------
--------
--------
At 26 November 2023
197,178
( 159,810)
3,287
40,655
---------
---------
--------
--------
The Group was previously consolidated in G2M Capital Limited in periods prior to this accounting period.
G2M PRS Holdco Limited
Company Statement of Changes in Equity
Period from 1 May 2023 to 26 November 2023
Called up share capital
Profit and loss account
Total
£000
£000
£000
At 1 May 2023
Profit for the period
Issue of shares
197,178
197,178
---------
----
---------
Total investments by and distributions to owners
197,178
197,178
---------
----
---------
At 26 November 2023
197,178
197,178
---------
----
---------
G2M PRS Holdco Limited
Consolidated Statement of Cash Flows
Period from 1 May 2023 to 26 November 2023
26 Nov 23
£000
Cash flows from operating activities
Loss for the financial period
( 10,855)
Adjustments for:
Depreciation of tangible assets
67
Fair value adjustment of investment property
2,121
Interest payable and similar expenses
10,222
Loss on disposal of tangible assets
2,814
Tax on profit
( 1,304)
Accrued expenses
614
Changes in:
Trade and other debtors
( 19)
Trade and other creditors
( 70)
--------
Cash generated from operations
3,590
Interest paid
( 9,393)
-------
Net cash used in operating activities
( 5,803)
-------
Cash flows from investing activities
Purchase of tangible assets
( 1,179)
Proceeds from sale of tangible assets
9,814
-------
Net cash from investing activities
8,635
-------
Cash flows from financing activities
Proceeds from borrowings
( 3,842)
Accrued interest on non-cash bearing loan instrument
4,153
Capitalised funding costs
( 369)
-------
Net cash used in financing activities
( 58)
-------
Net increase in cash and cash equivalents
2,774
Cash and cash equivalents at beginning of period
856
-------
Cash and cash equivalents at end of period
3,630
-------
G2M PRS Holdco Limited
Notes to the Financial Statements
Period from 1 May 2023 to 26 November 2023
1. General information
The company is a private company limited by shares, registered in England. The address of the registered office is Habodel, Unit 1 Hayfield Business Park, Field Lane, Auckley, Doncaster, South Yorkshire, DN9 3FL.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
12 month rolling Cash Flow Forecast The Group prepares a rolling 12-month cash flow forecast, which is updated fortnightly, and a five-year budget which is updated annually as a minimum and more often if the operating environment of the Group changes. Both the fortnightly cashflows and five-year budget are regularly reviewed by the Directors and senior management and progress against milestones assessed. In this scenario, the 12-month cash flow forecast includes an internal allocation of capital expenditure to be invested in the stabilisation of its existing portfolio assets. This will allow the Group to fully mature its existing assets to drive maximum performance and provide longevity in its returns to shareholders. Whilst not an obligatory liability, this cash flow scenario includes generating funds from disposals of property where necessary to meet its working capital requirements. In reality the Group has a number of options available to it, including: - Scaling back its investment in the portfolio to a level that can be supported by existing cash flows only. - Seeking funding from current shareholders. This is currently being explored. - Fund the proposed investment by way of asset disposal. Given the relatively low funding requirement, any disposal programme can be selective and rolled out on a timely basis, limiting possible value erosion. Upon completion of these stabilisation works and having a strongly performing portfolio, the Group is forecast to be cash generative from Q4 of 2025. In the unlikely event that this is not the case, the Group can move quickly to mitigate the risk profile by restructuring its current overhead base, aligning it with the requirement to purely support the existing portfolio only. Debt Refinancing In August 2024, the Group completed on its whole debt book refinancing with Barclays, securing sufficient debt funding over the medium term. The Group committed to a 3-year facility with an option of signing two 1-year extensions, which would give the Group security of funding until late 2029. As part of this, the Group were able to secure preferential interest rates through economies of scale, and have since used hedging instruments to fix the rate of interest at 5.715% for 95% of total debt. This gives the Group a consistent and predictable interest cost. As part of this process, the Group has ensured that it can maintain headroom on all banking covenants for the term of the facility. The Group were also able to negotiate an interest only facility, where in previous years capital repayments had been a significant cash drain on operations. Going Concern review After reviewing both the rolling 12-month cash forecast and five-year budget, taking account of reasonably possible downsides on the operations and its financial resources, the Directors have a reasonable and realistic expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. On the basis of these reviews, the projected ability to meet all loan interest and covenants, the Directors are confident that the Group will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis.
Disclosure exemptions
The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:
(a) Disclosures in respect of each class of share capital have not been presented.
(b) No cash flow statement has been presented for the company.
(c) Disclosures in respect of financial instruments have not been presented.
(d) No disclosure has been given for the aggregate remuneration of key management personnel.
Consolidation
The financial statements consolidate the financial statements of G2M PRS Holdco Limited and all of its subsidiary undertakings.
The results of subsidiaries acquired or disposed of during the period are included from or to the date that control passes.
The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are outlined below. Investment property The Directors adopt an evidence based methodology to estimate the fair value of investment property based on comparable evidence in the local market, properties being ready to rent and a 3-6 month marketing period.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Land and buildings (excluding investment property)
-
50 years
Fixtures and fittings
-
4 years
Equipment
-
10 years
Investment property
Investment property is initially recorded at cost, which includes purchase price and any directly attributable expenditure. Investment property is revalued to its fair value at each reporting date and any changes in fair value are recognised in profit or loss.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Investments in joint ventures
Investments in joint ventures are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the joint venture.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset.
Financial instruments
A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
4. Turnover
Turnover arises from:
Period from
1 May 23 to
26 Nov 23
£000
Gross rental income from investment property
7,324
Ground rents and fees
4
-------
7,328
-------
The Group's investment property consists of residential housing for the private rent sector and has multiple tenants across multiple sites. The Group, therefore, does not have any single significant resident. The Group does not have any houses in multiple occupancy.
5. Operating profit
Operating profit or loss is stated after charging:
Period from
1 May 23 to
26 Nov 23
£000
Depreciation of tangible assets
68
Impairment of trade debtors
20
Loss on disposal of tangible assets
2,814
Fair value adjustments to investment property
2,121
-------
5,023
-------
6. Auditor's remuneration
Period from
1 May 23 to
26 Nov 23
£000
Fees payable for the audit of the financial statements
119
----
7. Staff costs
The average number of persons employed by the group during the period, including the directors, amounted to:
26 Nov 23
No.
Directors
2
Operations
42
----
44
----
The aggregate payroll costs incurred during the period, relating to the above, were:
Period from
1 May 23 to
26 Nov 23
£000
Wages and salaries
1,347
Social security costs
145
Other pension costs
49
-------
1,541
-------
8. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
Period from
1 May 23 to
26 Nov 23
£000
Remuneration
254
Company contributions to defined contribution pension plans
6
----
260
----
Remuneration of the highest paid director in respect of qualifying services:
Period from
1 May 23 to
26 Nov 23
£000
Aggregate remuneration
133
Company contributions to defined contribution pension plans
6
----
139
----
The pension schemes available to the Directors are offered on the same terms as to other staff. There are no different pension arrangements for the Directors.
9. Interest payable and similar expenses
Period from
1 May 23 to
26 Nov 23
£000
Interest on banks loans and overdrafts
4,456
Amortisation of capitalised funding costs
829
Mark to market fair value movement
515
Other interest payable and similar charges
4,422
--------
10,222
--------
10. Tax on profit
Major components of tax income
Period from
1 May 23 to
26 Nov 23
£000
Deferred tax:
Origination and reversal of timing differences
( 1,304)
-------
Tax on profit
( 1,304)
-------
Reconciliation of tax income
The tax assessed on the loss on ordinary activities for the period is higher than the standard rate of corporation tax in the UK of 25 %.
Period from
1 May 23 to
26 Nov 23
£000
Loss on ordinary activities before taxation
( 12,159)
--------
Loss on ordinary activities by rate of tax
( 3,040)
Effect of expenses not deductible for tax purposes
780
Movement in deferred tax assets not recognised
956
--------
Tax on profit
( 1,304)
--------
11. Intangible assets
The group has no intangible assets.
Company
Goodwill
£000
Cost
At 1 May 2023
Additions
175
----
At 26 November 2023
175
----
Amortisation
At 1 May 2023 and 26 November 2023
----
Carrying amount
At 26 November 2023
175
----
12. Tangible assets
Group
Land and buildings
Fixtures and fittings
Equipment
Total
£000
£000
£000
£000
Cost
At 1 May 2023
210,059
298
426
210,783
Additions
1,179
1,179
Disposals
( 12,628)
( 12)
( 12,640)
Revaluations
( 2,120)
( 2,120)
---------
----
----
---------
At 26 November 2023
196,490
298
414
197,202
---------
----
----
---------
Depreciation
At 1 May 2023
124
164
121
409
Charge for the period
28
20
20
68
Disposals
( 12)
( 12)
---------
----
----
---------
At 26 November 2023
152
184
129
465
---------
----
----
---------
Carrying amount
At 26 November 2023
196,338
114
285
196,737
---------
----
----
---------
Included within the above is investment property as follows:
Group
Company
£000
£000
At 1 May 2023
206,778
Additions
1,179
Fair value adjustments
( 2,080)
Disposals
( 12,448)
---------
----
At 26 November 2023
193,429
---------
----
The investment properties are valued by the directors at fair value at the balance sheet date. Any gain or loss arising from a change in fair value is recognised in profit or loss. Freehold investments are included within investment property and represent the book cost of freehold assets acquired by the company.
The company has no tangible assets.
13. Investments
The group has no investments.
Company
Shares in group undertakings
£000
Cost
At 1 May 2023
Additions
197,178
---------
At 26 November 2023
197,178
---------
Impairment
At 1 May 2023 and 26 November 2023
---------
Carrying amount
At 26 November 2023
197,178
---------
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Class of share
Percentage of shares held
Subsidiary undertakings
Habodel Property Services Limited - 14539554
ordinary
100
G2M PRS Limited - 10069645
ordinary
100
G2M Holdings Limited^ - 08475952
ordinary
100
G2M Retrofit Limited* - 08381508
ordinary
100
Habodel Limited^ - 13049302
ordinary
100
Habodel 1 Limited* - 08490596
ordinary
100
Habodel 2 Limited* - 08455864
ordinary
100
Habodel 3 Limited* - 08456082
ordinary
100
Habodel 4 Limited* - 08492705
ordinary
100
Habodel 5 Limited* - 08644997
ordinary
100
Habodel 6 Limited* - 08921994
ordinary
100
Habodel 7 Limited* - 08959620
ordinary
100
Habodel 8 Limited^ - 10148928
ordinary
100
Habodel 9 Limited^ - 10179531
ordinary
100
Habodel 10 Limited^ - 10653180
ordinary
100
Habodel 11 Limited^ - 10653052
ordinary
100
Habodel 14 Limited* - 06069639
ordinary
100
G2M PRS Holdco Limited ultimately owns 100% of the share capital of each group undertaking. The investment in subsidiaries marked with an ^ are held via G2M PRS Limited and with an * are held via G2M Holdings Limited. The subsidiary undertakings listed above are exempt from the Companies Act 2006 requirements relating to the audit of their individual accounts by virtue of Section 479A of the Act as this company has guaranteed the subsidiary companies under Section 479C of the Act.
14. Debtors
Group
Company
26 Nov 23
26 Nov 23
£000
£000
Trade debtors
218
Prepayments and accrued income
224
Other debtors
461
----
----
903
----
----
15. Creditors: amounts falling due within one year
Group
Company
26 Nov 23
26 Nov 23
£000
£000
Bank loans and overdrafts
26,206
Trade creditors
298
Amounts owed to group undertakings
175
Accruals and deferred income
948
Social security and other taxes
104
Other creditors
727
--------
----
28,283
175
--------
----
16. Creditors: amounts falling due after more than one year
Group
Company
26 Nov 23
26 Nov 23
£000
£000
Bank loans and overdrafts
72,112
Private loan notes
55,629
Capitalised fund raising costs
( 2,198)
Other creditors
( 851)
---------
----
124,692
---------
----
Included within creditors: amounts falling due after more than one year is an amount of £13,735,000 in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
17. Borrowings
The Group's borrowings comprise:
26 Nov 23
Lender Maturity date Effective interest rate £000
Unsecured private debt
Private Loan Note Feb-26 15% fixed 50,206
Private Loan Notes Apr-40 8/10% fixed 5,423
Subtotal 55,629
Secured bank debt
Barclays Bank plc Jul-25 2.50% 34,430
Shawbrook Bank Dec-23-Sep-28 2.99-4.70% 29,370
Lloyds Bank plc Sep-24 2.60% 20,483
Paragon Bank Dec-23 4.95% 5,723
Aldermore Bank plc Dec-24-Jan-29 2.93% 3,506
Reward Bank rolling 13.20% 3,446
Metro Bank Jun-45 3.50% 1,055
Shawbrook Bank Dec-29 5.85% fixed 305
Subtotal 98,318
Group total 153,947
The private loan notes are provided by ordinary B shareholders, and other private individuals, and may be repaid by the borrower without notice or with 90 days notice provided by the lender and are unsecured.
The private loan note is a non-cash bearing instrument and accrues interest that is on the principal amount of the notes outstanding. The note has no defined repayment period and may be repaid by the borrower without notice.
The Shawbrook Bank loans consist of individual loans secured either against individual properties or portfolios of properties. The commercial terms within each agreement vary on a facility by facility basis.
On 9 August 2024 all secured bank debt was refinanced and consolidated, with expiry at August 2027 with a two year extension option.
18. Provisions
Group
Deferred tax (note 19)
£000
At 1 May 2023
8,944
Charge against provision
( 1,304)
-------
At 26 November 2023
7,640
-------
The company does not have any provisions.
19. Deferred tax
The deferred tax included in the company balance sheet is as follows:
Group
Company
26 Nov 23
26 Nov 23
£000
£000
Included in provisions (note 18)
7,640
-------
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
26 Nov 23
26 Nov 23
£000
£000
Accelerated capital allowances
100
Fair value adjustment of investment property
11,782
Unused tax losses
( 403)
Short term timing differences
( 3,839)
--------
----
7,640
--------
----
In addition to the deferred tax liability above there is unrecognised gross restricted interest of £12,225,000 for the group.
20. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 49,387 .
21. Called up share capital
Issued, called up and fully paid
26 Nov 23
No. £
Deferred Ordinary shares of £1 each 1 1
X1 Ordinary shares of £2,778.78 each 25 69,470
X2 Ordinary shares of £2,778.78 each 39 108,372
A1 Ordinary shares of £2.53 each 25 63
A2 Ordinary shares of £2.53 each 39 99
B Ordinary shares of £2.53 each 77,865,550 196,999,841
Y Ordinary shares of £0.00000001 each 77,865,550 1
--------- ---------
155,731,229 197,177,847
--------- ---------
22. Reserves
Profit and loss account - This reserve records retained earnings and accumulated losses. Merger reserve - This reserve records the difference between the nominal value of shares issued and the nominal value of shares received in exchange together with the existing balances on the share premium account of the new subsidiary.
23. Analysis of changes in net debt
At 1 May 2023
Cash flows
At 26 Nov 2023
£000
£000
£000
Cash at bank and in hand
3,630
3,630
Debt due within one year
(26,206)
(26,206)
Debt due after one year
(72,112)
(72,112)
----
--------
--------
( 94,688)
( 94,688)
----
--------
--------
24. Events after the end of the reporting period
Demerger & Reorganisation In the period following the reporting period and before the date of signing these accounts, the G2M group carried out a demerger of its operations and a reorganisation of its group structure. The sole purpose of this activity is to reshape the existing legal group structure so that it is optimally positioned to execute on the future growth strategy. Clear division of ownership in the respective operating entity and its property investment vehicles leaves the group well placed to facilitate and manage portfolio expansion funded by new third-party investment. The following actions and timeline outline the changes that have occurred: On 28 November 2023 a capital reduction demerger was undertaken which separated the ownership of the two distinct 'opco' and 'propco' business streams, with the result that the property holding business stream and the operating business stream became owned by separate holding companies. Immediately following the demerger, the entire issued share capital of Habodel Property Services Limited was held by a new holding company, G2M Asset Management Limited. The property holding business continued to be held by G2M PRS Holdco Limited and its subsidiaries (including G2M PRS Limited). Following completion of the capital reduction demerger, shareholders exchanged their shares in (a) G2M PRS Holdco Limited ; and (b) Habodel Property Services Limited for membership interests in a new limited liability partnership, G2M Group LLP. All of the above steps have followed the relevant legal and regulatory requirements and have been carried out with the approval of shareholders. Other post balance sheet events On 9 August 2024, the Group completed on a whole debt book refinance and lender consolidation, with Barclays as preferred partner. The new facility replaces all secured debt lenders in favour of a single facility with Barclays. On completion, the Group have extended the life of it's debt funding for a minimum of 3 years from the completion date. All unsecured debt facilities existing at the period end remain in place.
G2M PRS Holdco Limited
Notes to the Financial Statements (continued)
Period from 1 May 2023 to 26 November 2023
25. Related party transactions
Company
The number of shares owned by the Directors is as follows. 26 Nov 23 Deferred Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 1 Stephen Gardner 0 Stephen Pettit (via Whiteberry Properties 1 Limited) 0 A1 Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 25 Stephen Gardner 0 Stephen Pettit (via Whiteberry Properties 1 Limited) 0 A2 Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 0 Stephen Gardner 13 Stephen Pettit (via Whiteberry Properties 1 Limited) 13 X1 Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 25 Stephen Gardner 0 Stephen Pettit (via Whiteberry Properties 1 Limited) 0 X2 Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 0 Stephen Gardner 13 Stephen Pettit (via Whiteberry Properties 1 Limited) 13 B Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 8,250,989 Stephen Gardner 378,453 Stephen Pettit (via Whiteberry Properties 1 Limited) 38,932,775 Y Ordinary Shares Paul Morton (via PVM Investments Limited and G2M Unilets Limited) 8,250,989 Stephen Gardner 378,453 Stephen Pettit (via Whiteberry Properties 1 Limited) 38,932,775