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REGISTERED NUMBER: 08255582 (England and Wales)












GREENCLOSE HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2023






GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 11

Consolidated Balance Sheet 12

Company Balance Sheet 13

Consolidated Statement of Changes in Equity 14

Company Statement of Changes in Equity 15

Consolidated Cash Flow Statement 16

Notes to the Consolidated Cash Flow Statement 17

Notes to the Consolidated Financial Statements 19


GREENCLOSE HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 OCTOBER 2023







DIRECTORS: J A C Leach
Miss P A Leach
Mrs C R Gibson
R A C Leach
R J Haycocks
J R Hiley-Jones


SECRETARY: Miss P A Leach


REGISTERED OFFICE: Pennington House
Ridgeway Lane
Lymington
Hampshire
SO41 8AA


REGISTERED NUMBER: 08255582 (England and Wales)


SENIOR STATUTORY AUDITOR: Gary Brown FCCA


AUDITORS: Hopper Williams & Bell Limited
Statutory Auditor
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR


BANKERS: Santander
Bridle Road
Bootle
Merseyside
L30 4GB

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023


The directors present their strategic report of the company and the group for the year ended 31 October 2023.

Greenclose Holdings Limited is the parent of a group consisting of Greenclose Hotels Limited, T.C. L. Construction Limited, Ocean Passages (Charter) Limited and several dormant companies. Greenclose Hotels Limited is the operator of three four-star hotels: Careys Manor Hotel and Senspa (in Brockenhurst, Hampshire), which includes an award winning destination spa, the Montagu Arms Hotel (in Beaulieu, Hampshire) and the Imperial Hotel (in Llandudno, North Wales). Across these properties the group operates six restaurants. All are open to non-residents. It also operates a small retail outlet. T.C. L. Construction Limited provides construction services to other companies within the group. Ocean Passages (Charter) Limited operates a yacht charter business.

REVIEW OF BUSINESS
The results of the group during the year were sales of £16.5m (2022: £16.1m) and a pre-tax loss of £326,404 (2022: £119,349).

Business Environment
The four-star hotel market in each of the group's locations is highly competitive with comparisons between competitors made readily available to consumers through on-line distribution and review websites.

Within this competitive environment, the group continues to differentiate itself from its competitors by promoting its attractive buildings and locations and providing excellent customer service and dining propositions.

Strategy
The group's overriding objective is to achieve attractive and sustainable rates of growth and returns primarily from organic growth but also to explore other growth opportunities.

There are four key elements to the group's strategy for growth. They are:
- Developing the properties to respond to evolving consumer tastes and demands;
- Investment in the properties in terms of increasing and updating bedroom stock, enhancing public areas and
improving infrastructure assets;
- A continued focus remains on reducing energy consumption and payback of 12 months has been achieved on
implementing voltage optimisation with a 9% saving per property.
- Targeted and agile marketing across the various customer market sectors to maximise occupancy and yield.

FUTURE OUTLOOK
Whilst the COVID-19 pandemic seems some time ago now and memories are fading as to the immediate impact that it had, the longer-term economic impact that it, combined with Brexit and the war in Ukraine, are significant on the hospitality sector and on the UK economy as a whole.

The shortage of labour created by Brexit and compounded by COVID-19 is still being felt across the hospitality industry, coupled with what has been a highly inflationary economy. This will continue to put pressure on the group's cost base, along with a considerable uplift in minimum wage.

Notwithstanding the above factors, revenues have the potential to be resilient. It is acknowledged that constrained consumer spending resulting from those inflationary forces combined with unpredictable UK weather and a post "Staycation Boom" slump, has the ability to negatively impact the group's revenues. Nevertheless, there are opportunities to generate upsides for businesses and a greater focus on the wellness market will assist greatly.

In light of these and other future uncertainties, our continued focus is to make the businesses more agile, more flexible and more efficient, investing in market leading technology wherever possible, in order to maximise profitability and cash reserves throughout the coming few years.

This focus on efficiency, which we expect to have no negative impact on the guest experience, coupled with our continuing commitment to providing excellent customer service, high quality facilities, and actively maintaining and improving our hotel properties, will help us maintain our market leading position into the future in each of the group's locations.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks affecting the group are set out below:

Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate them.

Economic Environment
The challenges of the inflationary economy are outlined above but have thankfully now backed off to a more normal level. The lead in time for forward bookings continues to be late and can be heavily impacted by weather. Price resistance from a cautious consumer continues, although certain sectors appear more resilient than others, with wellness and spa activities exceeding expectations.

Competition
The group operates in a highly competitive market in each of its locations. Accordingly, the group seeks to price competitively, market effectively, deliver excellent customer service and obtain positive feedback in public forums such as TripAdvisor in order to maintain and grow market share. To deliver this, the group has employed dedicated marketing and yield management personnel with a customer focussed General Manager leading each business unit. Furthermore, the group undertakes mystery shopping research and targeted sales and customer service training to ensure it consistently delivers on its objectives.

Employees
The group's performance depends largely on its managers and staff and we recognise that our employees are our most valuable asset. The resignation of key individuals and the inability to recruit people with the required experience and skills could adversely impact the group's results. To mitigate these risks the group operates an induction and learning programme for all employees and has implemented and continues to develop a number of incentive schemes linked to the group's results that are designed to retain key individuals. In addition, the group's move to developing multi-skilled team members provides resilience across each property's operations in addition to providing greater efficiency.

Supply Chain
The group purchases from a large number of suppliers to provide high quality and whenever possible, organic, free range and locally sourced food to serve to its guests. There are a few significant suppliers and as such the group is potentially exposed to potential supply chain disruptions due to high reliance on these suppliers. The group mitigates this risk through having multiple sources for various key requirements, and employs effective supplier selection and procurement processes supplemented by appropriate insurance coverage.

Financing and interest costs
The group is primarily financed by a bullet repayment loan due for repayment in October 2025, and currently enjoys a fixed rate of interest of 4%. Credit conditions have tightened over the last 12 months and the Bank of England has increased its base rate of interest, such that, the cost of borrowings may be materially higher when the facility falls due for repayment. The directors have embarked on a strategic planning process, which will deal with the strategic financing risk through exploring opportunities to drive better returns from the existing estate, evaluate assets and commercial activities, and present the best possible case for potential funders.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2023

KEY PERFORMANCE INDICATORS
The main key performance indicators used by the group are turnover and gross margin percentage. In 2023 these KPIs were as follows:

Turnover - £16.5m (2022: £16.1m)
Gross margin percentage - 44.3% (2022: 43.7%)

ON BEHALF OF THE BOARD:



J A C Leach - Director


30 October 2024

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 OCTOBER 2023


The directors present their report with the financial statements of the company and the group for the year ended 31 October 2023.

DIVIDENDS
Interim dividends in respect of the year ended 31 October 2023 were paid on 31 October 2023 in respect of the company's Ordinary "C", "D" & "E" £1 shares.

The total distribution of dividends for the year ended 31 October 2023 was £100,000 (2022: £350,000).

FUTURE DEVELOPMENTS
Information in respect of the company's future developments has been included within the strategic report.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2022 to the date of this report.

J A C Leach
Miss P A Leach
Mrs C R Gibson
R A C Leach
R J Haycocks
J R Hiley-Jones

Other changes in directors holding office are as follows:

M Lashmar - appointed 3 January 2023

M Lashmar ceased to be a director after 31 October 2023 but prior to the date of this report.

EMPLOYMENT POLICIES
The employment policies of the Group embody the principles of equal opportunity and are tailored to meet the needs of its different businesses and the local areas in which they operate. This includes suitable procedures to support the Group's policy that disabled persons (whether registered or not) shall be considered for employment and subsequent training, career development and promotion on the basis of their aptitudes and abilities.

The Group has adopted a policy of encouraging each business, together with its employees, to create communication, consultation and involvement groups so ensuring that each employee has a role in receiving and giving feedback on those matters that are important to all employees. At least twice a year, via the management of each business, employees are given the chance to give feedback on all areas of the business. This commitment to involve more employees in the consultation, communication and involvement groups reflects the group's philosophy of encouragement and participation in the success of its business and the important part that each employee plays in its long term success.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 OCTOBER 2023

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of 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 judgements and accounting estimates that are reasonable and prudent;
- state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements;
- 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J A C Leach - Director


30 October 2024

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED


Opinion
We have audited the financial statements of Greenclose Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2023 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 group's and of the parent company affairs as at 31 October 2023 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
- the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page six, 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 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 group's and the parent 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' 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 a Report of the Auditors 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.

Extent to which the audit was capable of detecting irregularities, including fraud
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. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company, and the industry in which they operate. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the group and the parent company.

- We obtained an understanding of how the group and the parent company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED

- We assessed the susceptibility of the group's and the parent company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.

- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group and the parent company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

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 Report of the Auditors.

Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Gary Brown FCCA (Senior Statutory Auditor)
for and on behalf of Hopper Williams & Bell Limited
Statutory Auditor
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR

30 October 2024

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023

2023 2022
Notes £ £

TURNOVER 16,533,804 16,059,630

Cost of sales (9,206,412 ) (9,049,232 )
GROSS PROFIT 7,327,392 7,010,398

Administrative expenses (6,880,962 ) (6,325,964 )
446,430 684,434

Other operating income 129,662 108,647
OPERATING PROFIT 4 576,092 793,081

Interest receivable and similar income 5,249 541
581,341 793,622

Interest payable and similar expenses 5 (901,745 ) (891,971 )
Other finance costs 21 (6,000 ) (21,000 )
LOSS BEFORE TAXATION (326,404 ) (119,349 )

Tax on loss 6 (5,335 ) (74,472 )
LOSS FOR THE FINANCIAL YEAR (331,739 ) (193,821 )
Loss attributable to:
Owners of the parent (331,739 ) (193,821 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2023

2023 2022
Notes £ £

LOSS FOR THE YEAR (331,739 ) (193,821 )


OTHER COMPREHENSIVE INCOME
Actuarial (losses) / gains on pension (292,000 ) 897,000
Revaluation of fixed assets (2,911,836 ) -
Income tax relating to components of other
comprehensive income

62,000

(230,000

)
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(3,141,836

)

667,000
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(3,473,575

)

473,179

Total comprehensive income attributable to:
Owners of the parent (3,473,575 ) 473,179

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED BALANCE SHEET
31 OCTOBER 2023

2023 2022
Notes £ £
FIXED ASSETS
Intangible assets 9 57,049 24,268
Tangible assets 10 35,784,195 39,026,264
Investments 11 - -
35,841,244 39,050,532

CURRENT ASSETS
Stocks 12 203,719 215,990
Debtors 13 1,389,930 1,234,247
Cash at bank and in hand 433,924 1,327,240
2,027,573 2,777,477
CREDITORS
Amounts falling due within one year 14 (4,335,921 ) (4,388,767 )
NET CURRENT LIABILITIES (2,308,348 ) (1,611,290 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

33,532,896

37,439,242

CREDITORS
Amounts falling due after more than one
year

15

(19,113,808

)

(19,622,914

)

PROVISIONS FOR LIABILITIES 19 (127,448 ) (137,113 )

PENSION LIABILITY 22 (279,000 ) (93,000 )
NET ASSETS 14,012,640 17,586,215

CAPITAL AND RESERVES
Called up share capital 20 1,009,448 1,009,448
Share premium 21 106,404 106,404
Retained earnings (unrealised) 21 15,081,513 17,993,349
Retained earnings 21 (2,184,725 ) (1,522,986 )
SHAREHOLDERS' FUNDS 14,012,640 17,586,215

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2024 and were signed on its behalf by:





J A C Leach - Director


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

COMPANY BALANCE SHEET
31 OCTOBER 2023

2023 2022
Notes £ £
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 33,600,000 36,608,345
Investments 11 1,009,447 1,009,447
34,609,447 37,617,792

CURRENT ASSETS
Debtors 13 1,308,533 1,389,867
Cash at bank and in hand 71,343 383,011
1,379,876 1,772,878
CREDITORS
Amounts falling due within one year 14 (12,526,771 ) (13,467,277 )
NET CURRENT LIABILITIES (11,146,895 ) (11,694,399 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

23,462,552

25,923,393

CREDITORS
Amounts falling due after more than one
year

15

(19,050,000

)

(19,575,193

)
NET ASSETS 4,412,552 6,348,200

CAPITAL AND RESERVES
Called up share capital 20 1,009,448 1,009,448
Retained earnings (unrealised) 21 2,264,637 5,272,982
Retained earnings 21 1,138,467 65,770
SHAREHOLDERS' FUNDS 4,412,552 6,348,200

Company's profit for the financial year 1,172,697 360,646

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2024 and were signed on its behalf by:





J A C Leach - Director


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023

Called up Retained
share Retained Share earnings Total
capital earnings premium (unrealised) equity
£ £ £ £ £
Balance at 1 November 2021 1,009,448 (1,646,165 ) 106,404 17,993,349 17,463,036

Changes in equity
Dividends - (350,000 ) - - (350,000 )
Total comprehensive income - 473,179 - - 473,179
Balance at 31 October 2022 1,009,448 (1,522,986 ) 106,404 17,993,349 17,586,215

Changes in equity
Dividends - (100,000 ) - - (100,000 )
Total comprehensive income - (561,739 ) - (2,911,836 ) (3,473,575 )
Balance at 31 October 2023 1,009,448 (2,184,725 ) 106,404 15,081,513 14,012,640

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2023

Called up Retained
share Retained earnings Total
capital earnings (unrealised) equity
£ £ £ £
Balance at 1 November 2021 1,009,448 55,124 5,272,982 6,337,554

Changes in equity
Dividends - (350,000 ) - (350,000 )
Total comprehensive income - 360,646 - 360,646
Balance at 31 October 2022 1,009,448 65,770 5,272,982 6,348,200

Changes in equity
Dividends - (100,000 ) - (100,000 )
Total comprehensive income - 1,172,697 (3,008,345 ) (1,835,648 )
Balance at 31 October 2023 1,009,448 1,138,467 2,264,637 4,412,552

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023

2023 2022
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 1,080,571 981,345
Interest paid (895,571 ) (882,929 )
Interest element of hire purchase payments
paid

(6,174

)

(9,042

)
Interest from net defined benefit (6,000 ) (21,000 )
Pension adjustment (59,000 ) (32,000 )
Net cash from operating activities 113,826 36,374

Cash flows from investing activities
Purchase of intangible fixed assets (53,942 ) (18,076 )
Purchase of tangible fixed assets (122,254 ) (1,052,439 )
Interest received 204 541
Net cash from investing activities (175,992 ) (1,069,974 )

Cash flows from financing activities
Loan repayments in year (308,807 ) (416,000 )
Hire purchase capital repayments in year (65,679 ) (117,950 )
Amount introduced by directors 177,561 387,856
Amount withdrawn by directors (534,225 ) (383,970 )
Equity dividends paid (100,000 ) (350,000 )
Net cash from financing activities (831,150 ) (880,064 )

Decrease in cash and cash equivalents (893,316 ) (1,913,664 )
Cash and cash equivalents at beginning of
year

2

1,327,240

3,240,904

Cash and cash equivalents at end of year 2 433,924 1,327,240

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2023 2022
£ £
Loss before taxation (326,404 ) (119,349 )
Depreciation charges 456,802 447,692
Loss on disposal of fixed assets 96,376 17,436
Finance costs 907,745 912,971
Finance income (5,249 ) (541 )
1,129,270 1,258,209
Decrease/(increase) in stocks 12,271 (33,985 )
Decrease/(increase) in trade and other debtors 192,004 (80,989 )
Decrease in trade and other creditors (252,974 ) (161,890 )
Cash generated from operations 1,080,571 981,345

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2023
31.10.23 1.11.22
£ £
Cash and cash equivalents 433,924 1,327,240
Year ended 31 October 2022
31.10.22 1.11.21
£ £
Cash and cash equivalents 1,327,240 3,240,904


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2023


3. ANALYSIS OF CHANGES IN NET DEBT

Other
non-cash
At 1.11.22 Cash flow changes At 31.10.23
£ £ £ £
Net cash
Cash at bank
and in hand 1,327,240 (893,316 ) 433,924
1,327,240 (893,316 ) 433,924
Debt
Finance leases (107,895 ) 65,679 - (121,746 )
Debts falling due
within 1 year (308,807 ) (216,386 ) - (525,193 )
Debts falling due
after 1 year (19,575,193 ) 525,193 - (19,050,000 )
(19,991,895 ) 374,486 - (19,696,939 )
Total (18,664,655 ) (518,830 ) - (19,263,015 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2023


1. STATUTORY INFORMATION

Greenclose Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable to the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The disclosure requirements 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 £1.

Basis of consolidation
The group financial statements consolidate the financial statements of Greenclose Holdings Limited and all its subsidiary undertakings drawn up to 31 October each year.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover represents net invoiced sales of goods and services, excluding value added tax and sales between group companies. Turnover in respect of hotel accommodation and bar and restaurant takings is recognised over the duration of the stay. Turnover in respect of spa and health club memberships is recognised evenly over the duration of the membership. Turnover is respect of the charter vessel is recognised evenly over the duration of the charter period.

Goodwill
Goodwill arises in the group due to acquisitions of minority shareholdings in Imperial Hotel (Llandudno) Limited in prior years. Due to the immateriality of the goodwill arising, the balances were amortised in full in the year of acquisition.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website development costs are being amortised evenly over their estimated useful life of three years.

Computer software is being amortised evenly over its estimated useful life of three years.

Amortisation charges are included in administrative expenses in the Income Statement.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

In accordance with FRS102, the directors have adopted a policy of regular revaluations of the freehold properties. These are to be on an open market for existing use basis and include goodwill. If the resultant valuation departs significantly from the value shown within the financial statements the leasehold and freehold properties will then be revalued.

Depreciation is recognised so as to write off the cost of assets less their residual values over the useful lives on the following bases:

Leasehold property- Over the period of the lease
Fixtures and fittings- 6-33% straight line and 15% reducing balance
Computer equipment- 33% straight line
Motor vehicles- 25% reducing balance
Charter vessel accessories- 20% straight line

In accordance with FRS102, the policy for depreciating the freehold and long leasehold properties has been reviewed. Due to the regular revaluations of these properties it is considered that depreciation is immaterial and no provision is required.

No depreciation is provided on the charter vessel as the charge would be immaterial because the useful economic life of the vessel is prolonged due to the group adopting a policy and practice of regular maintenance and repair (charges for which are recognised in the profit and loss account) such that the vessel is kept to its previously assessed standards of performance. The vessel is subject to an annual impairment review.

The gain or loss arising on the disposal of an asset is determined as the difference between sales proceeds and the carrying value of the asset and is recognised immediately in the income statement.

Fixed asset investments
Interests in subsidiaries 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 the income statement.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stocks are valued using the FIFO basis.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Hire purchase agreements:
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account.

Operating lease agreements:
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits as incurred.

Pension costs and other post-retirement benefits
The group operates a defined benefit pension scheme for employees. The group has adopted the full provisions of FRS102. The standard requires the group to recognise the fair value of the pension scheme's assets and liabilities, net of the associated deferred tax credit. Scheme assets are measured at fair value. Scheme liabilities are measured using the projected unit method, and are discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability.

The Greenclose Pension Fund is a funded scheme and the assets are held separately from those of the company in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent term and currency to the liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The amounts charged to the operating surplus are the current service costs and the costs of scheme introductions, benefit changes, settlements and curtailments. They are included as part of staff costs as incurred. Net interest on the net defined benefit liability/asset is also recognised in the income statement and comprises the interest cost on the defined benefit obligation and interest income on the scheme assets, calculated by multiplying the fair value of the scheme assets at the beginning of the period by the rate used to discount the benefit obligations. The difference between the interest income on the scheme assets and the actual return on scheme assets is recognised in other comprehensive income. Actuarial gains and losses are recognised immediately in other comprehensive income.

In February 2016, the defined benefit pension scheme was closed to future accrual.

The group also operates a defined contribution pension scheme. Contributions payable to the scheme are charged to profit or loss in the period to which they relate.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


2. ACCOUNTING POLICIES - continued

Financial assets
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include trade and other receivables and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities
Basic financial liabilities, which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of the proceeds received net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3. EMPLOYEES AND DIRECTORS
2023 2022
£ £
Wages and salaries 6,902,691 6,566,354
Social security costs 552,991 605,630
Other pension costs 335,933 325,806
7,791,615 7,497,790

The average number of employees during the year was as follows:
2023 2022

Hotel staff 309 289
Administration 23 23
332 312

2023 2022
£ £
Directors' remuneration 397,387 407,389
Directors' pension contributions to money purchase schemes 111,661 138,994

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 4 4
Defined benefit schemes 1 1

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


3. EMPLOYEES AND DIRECTORS - continued

Information regarding the highest paid director is as follows:
2023 2022
£ £
Emoluments etc 158,758 156,753
Pension contributions to money purchase schemes 38,994 38,994

4. OPERATING PROFIT

The operating profit is stated after charging:

2023 2022
£ £
Other operating leases 58,361 55,165
Depreciation - owned assets 435,641 437,604
Loss on disposal of fixed assets 96,376 17,436
Website development costs amortisation 15,827 10,088
Computer software amortisation 5,334 -
Auditors' remuneration 36,385 34,650
Auditors' remuneration for non audit work 31,818 35,678

Further analysis of the amounts payable to the company's auditors is given below:
2023 2022
£    £   
Fees payable to the company's auditor for the audit of the company
and the consolidated financial statements 36,385 34,650

Fees payable to the company's auditor for other services:
- Taxation services 2,950 2,950
- Other services 28,868 32,728
68,203 70,328

5. INTEREST PAYABLE AND SIMILAR EXPENSES
2023 2022
£ £
Loan interest 883,196 882,746
Other interest 12,375 183
Hire purchase 6,174 9,042
901,745 891,971

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


6. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2023 2022
£ £
Deferred tax 5,335 74,472
Tax on loss 5,335 74,472

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2023 2022
£ £
Loss before tax (326,404 ) (119,349 )
Loss multiplied by the standard rate of corporation tax in the UK of 22.500
% (2022 - 19 %)

(73,441

)

(22,676

)

Effects of:
Expenses not deductible for tax purposes 6,028 7,939
Adjustments to tax charge in respect of previous periods - (2,631 )
Expenditure timing differences (243 ) 117
Impact of capital allowances super deduction (312 ) (9,022 )
Depreciation on assets not qualifying for capital allowances 7,268 6,919
Deferred tax on employee benefit scheme 15,000 8,000
Effect of different rate of tax for corporation tax and deferred tax (6,744 ) (33 )
Deferred tax movement not recognised 57,779 80,147
Impact of removal of inter-company transactions on consolidation - 5,712
Total tax charge 5,335 74,472

Tax effects relating to effects of other comprehensive income

2023
Gross Tax Net
£ £ £
Actuarial (losses) / gains on pension (292,000 ) 62,000 (230,000 )
Revaluation of fixed assets (2,911,836 ) - (2,911,836 )
(3,203,836 ) 62,000 (3,141,836 )

2022
Gross Tax Net
£ £ £
Actuarial (losses) / gains on pension 897,000 (230,000 ) 667,000

The average rate of corporation tax for the year was 22.5%. The rate increased from 19% to 25% on 1 April 2023.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


7. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

The parent company's profit for the financial year was £1,172,697 (2022: £360,646).

8. DIVIDENDS

2023 2022
£    £   
Ordinary "B" shares of £1 each - interim - 275,000
Ordinary "C" shares of £1 each - interim 50,000 45,000
Ordinary "D" shares of £1 each - interim 25,000 15,000
Ordinary "E" shares of £1 each - interim 25,000 15,000
100,000 350,000

9. INTANGIBLE FIXED ASSETS

Group
Website
development Computer
Goodwill costs software Totals
£ £ £ £
COST
At 1 November 2022 11,500 48,770 - 60,270
Additions - 17,500 36,442 53,942
At 31 October 2023 11,500 66,270 36,442 114,212
AMORTISATION
At 1 November 2022 11,500 24,502 - 36,002
Amortisation for year - 15,827 5,334 21,161
At 31 October 2023 11,500 40,329 5,334 57,163
NET BOOK VALUE
At 31 October 2023 - 25,941 31,108 57,049
At 31 October 2022 - 24,268 - 24,268

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


10. TANGIBLE FIXED ASSETS

Group
Hotel Long Charter
properties leasehold vessel
£ £ £
COST OR VALUATION
At 1 November 2022 36,511,836 219,307 835,839
Additions - - -
Disposals - - -
Revaluations (2,911,836 ) - -
At 31 October 2023 33,600,000 219,307 835,839
DEPRECIATION
At 1 November 2022 - 219,307 96,424
Charge for year - - 20,488
Eliminated on disposal - - -
At 31 October 2023 - 219,307 116,912
NET BOOK VALUE
At 31 October 2023 33,600,000 - 718,927
At 31 October 2022 36,511,836 - 739,415

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£ £ £ £
COST OR VALUATION
At 1 November 2022 4,764,672 63,964 323,943 42,719,561
Additions 157,921 - 43,863 201,784
Disposals (53,069 ) (9,179 ) (67,760 ) (130,008 )
Revaluations - - - (2,911,836 )
At 31 October 2023 4,869,524 54,785 300,046 39,879,501
DEPRECIATION
At 1 November 2022 3,168,605 39,551 169,410 3,693,297
Charge for year 353,293 6,104 55,756 435,641
Eliminated on disposal - (8,490 ) (25,142 ) (33,632 )
At 31 October 2023 3,521,898 37,165 200,024 4,095,306
NET BOOK VALUE
At 31 October 2023 1,347,626 17,620 100,022 35,784,195
At 31 October 2022 1,596,067 24,413 154,533 39,026,264


The net book value of assets held on hire purchase contracts included within the above was £123,558 (2022: £64,129). The depreciation charge relating to these assets amounted to £28,660 (2022: £48,674).

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


10. TANGIBLE FIXED ASSETS - continued

Company
Hotel
properties
£
COST OR VALUATION
At 1 November 2022 36,608,345
Revaluations (3,008,345 )
At 31 October 2023 33,600,000
NET BOOK VALUE
At 31 October 2023 33,600,000
At 31 October 2022 36,608,345

Cost or valuation at 31 October 2023 is represented by:

Hotel
properties
£
Valuation in 19917,046,118
Valuation in 20057,960,871
Valuation in 2009(607,183)
Valuation in 2014(1,679,439)
Valuation in 20172,660,000
Valuation in 2018227,722
Valuation in 20212,385,260
Valuation in 2023(3,008,345)
Cost18,614,996
33,600,000

Two of the hotel properties were valued by Knight Frank in July 2023, and the remaining hotel property was valued by Graham and Sibbald UK in October 2024, on the basis of open market value as fully equipped and operational hotels. The directors are of the opinion that there was no change in value between the dates of these valuations and the balance sheet date.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 November 2022
and 31 October 2023 1,009,447
NET BOOK VALUE
At 31 October 2023 1,009,447
At 31 October 2022 1,009,447


The company's investments at the balance sheet date in the share capital of companies include the following:

Company Nature of business
Greenclose Hotels Limited Hotelier
Greenclose Management Services Limited Dormant
Ocean Passages Limited Dormant
Ocean Passages (Charter) Limited Vessel chartering
T C L Construction Limited Dormant
Imperial Hotel (Llandudno) Limited Dormant
Careys Manor Hotel (Brockenhurst) Limited Dormant
Montagu Arms Hotel (Beaulieu) Limited Dormant
SenSpa (International) Limited Dormant

All of the above companies are incorporated in England and Wales and are included in the consolidated group accounts. All investments are a 100% holding of the issued share capital. The registered office and principal place of business of all subsidiaries is Pennington House, Ridgeway Lane, Lymington, Hampshire, SO41 8AA.

12. STOCKS

Group
2023 2022
£ £
Stocks 203,719 215,990

Stock recognised in cost of sales during the year as an expense was £1,921,486 (2022: £1,833,989).

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Trade debtors 46,490 71,135 - -
Amounts owed by group undertakings - - 740,500 740,500
Other debtors 601,928 669,940 568,033 649,367
Directors' current accounts 347,687 15,000 - -
Prepayments and accrued income 393,825 478,172 - -
1,389,930 1,234,247 1,308,533 1,389,867

14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Other loans (see note 16) 525,193 308,807 525,193 308,807
Hire purchase contracts (see note 17) 57,938 60,174 - -
Trade creditors 1,298,396 1,291,685 - -
Amounts owed to group undertakings - - 12,001,578 11,131,786
Social security and other taxes 887,724 758,948 - -
Other creditors 564,357 640,693 - -
Directors' current accounts 1,586 10,563 - -
Accruals and deferred income 1,000,727 1,317,897 - 2,026,684
4,335,921 4,388,767 12,526,771 13,467,277

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2023 2022 2023 2022
£ £ £ £
Other loans (see note 16) 19,050,000 19,575,193 19,050,000 19,575,193
Hire purchase contracts (see note 17) 63,808 47,721 - -
19,113,808 19,622,914 19,050,000 19,575,193

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2023 2022 2023 2022
£ £ £ £
Amounts falling due within one year or on demand:
Other loans - less than 1 year 525,193 308,807 525,193 308,807
Amounts falling due between one and two years:
Other loans - 1-2 years 19,050,000 525,193 19,050,000 525,193
Amounts falling due between two and five years:
Other loans - 2-5 years - 19,050,000 - 19,050,000

17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2023 2022
£ £
Gross obligations repayable:
Within one year 63,183 63,091
Between one and five years 71,604 51,285
134,787 114,376

Finance charges repayable:
Within one year 5,245 2,917
Between one and five years 7,796 3,564
13,041 6,481

Net obligations repayable:
Within one year 57,938 60,174
Between one and five years 63,808 47,721
121,746 107,895

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


17. LEASING AGREEMENTS - continued

Group
Non-cancellable
operating leases
2023 2022
£ £
Within one year 52,958 54,075
Between one and five years 147,104 146,111
In more than five years 8,580 41,580
208,642 241,766

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2023 2022
£ £
Hire purchase contracts 121,746 107,895
Other loans 19,575,193 19,884,000
19,696,939 19,991,895

Other loans are secured by way of fixed legal charges over the group's hotel properties and a debenture over the assets of the group.

The hire purchase liability is secured against the assets to which the borrowing relates.

The Greenclose Pension Fund holds a subordinated legal charge over the group's hotel properties in respect of the pension fund deficit.

19. PROVISIONS FOR LIABILITIES

Group
2023 2022
£ £
Deferred tax 127,448 137,113

Group
Deferred tax
£
Balance at 1 November 2022 137,113
Accelerated capital allowances (62,493 )
Tax losses 52,828
Balance at 31 October 2023 127,448

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2023 2022
value: £ £
1,007,428 Ordinary A £1 1,007,428 1,007,428
1,000 Ordinary B £1 1,000 1,000
1,000 Ordinary C £1 1,000 1,000
10 Ordinary D £1 10 10
10 Ordinary E £1 10 10
1,009,448 1,009,448

21. RESERVES

Group
Retained
Retained Share earnings
earnings premium (unrealised) Totals
£ £ £ £

At 1 November 2022 (1,522,986 ) 106,404 17,993,349 16,576,767
Deficit for the year (331,739 ) - - (331,739 )
Dividends (100,000 ) - - (100,000 )
Revaluation of fixed assets - - (2,911,836 ) (2,911,836 )
Actuarial gains/(losses) (230,000 ) - - (230,000 )
At 31 October 2023 (2,184,725 ) 106,404 15,081,513 13,003,192

Company
Retained
Retained earnings
earnings (unrealised) Totals
£ £ £

At 1 November 2022 65,770 5,272,982 5,338,752
Profit for the year 1,172,697 - 1,172,697
Dividends (100,000 ) - (100,000 )
Revaluation of fixed assets - (3,008,345 ) (3,008,345 )
At 31 October 2023 1,138,467 2,264,637 3,403,104


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


22. EMPLOYEE BENEFIT OBLIGATIONS

The Greenclose Pension Fund is a funded defined-benefit scheme, with the assets held in separate trustee administered funds. The total contributions are as noted below. The estimated value of employer contributions for the forthcoming year is £107,000.

Total contributions made 2023 2022
£    £   
Employer's contributions 65,000 53,000
Employee's contributions - -
65,000 53,000

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2023 2022
£ £
Current service cost - -
Net interest from net defined benefit
asset/liability

6,000

21,000
Past service cost - -
6,000 21,000

Actual return on plan assets (307,000 ) (537,000 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2023 2022
£ £
Opening defined benefit obligation 3,056,000 4,634,000
Interest cost 152,000 91,000
Actuarial losses/(gains) (146,000 ) (1,496,000 )
Benefits paid (145,000 ) (173,000 )
2,917,000 3,056,000

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2023 2022
£ £
Opening fair value of scheme assets 2,932,000 3,589,000
Contributions by employer 65,000 53,000
Expected return 146,000 70,000
Actuarial gains/(losses) (453,000 ) (607,000 )
Benefits paid (145,000 ) (173,000 )
2,545,000 2,932,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2023 2022
£ £
Actuarial gains/(losses) (292,000 ) 897,000
Income tax relating to other comprehensive
income

62,000

(230,000

)
(230,000 ) 667,000

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined benefit
pension plans
2023 2022
Equities 9.80% 51.00%
UK Government Bonds 4.20% 22.10%
Corporate Bonds 85.10% 25.30%
Cash 0.90% 1.60%
100.00% 100.00%

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2023 2022
Discount rate 5.90% 5.10%
Inflation (RPI) 3.30% 3.40%
Inflation (CPI) 2.80% 2.90%
Pension increases in payment (CPI) 2.80% 2.80%

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


22. - continued

Defined contribution scheme

The group operates a defined contribution pension scheme. The employer's contributions payable during the year totalled £335,932 (2022: £320,166). Contributions totalling £24,748 (2022: £25,826) were unpaid at the balance sheet date.

23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 October 2023 and 31 October 2022:

2023 2022
£ £
J A C Leach
Balance outstanding at start of year (4,194 ) 19,604
Amounts advanced 419,501 273,584
Amounts repaid (74,026 ) (297,382 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 341,281 (4,194 )

Miss P A Leach
Balance outstanding at start of year (3,594 ) (18,396 )
Amounts advanced 63,403 60,315
Amounts repaid (53,403 ) (45,513 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 6,406 (3,594 )

Mrs C R Gibson
Balance outstanding at start of year (1,282 ) (11,335 )
Amounts advanced 25,891 25,071
Amounts repaid (25,132 ) (15,018 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (523 ) (1,282 )

R A C Leach
Balance outstanding at start of year (1,493 ) (11,493 )
Amounts advanced 25,430 25,000
Amounts repaid (25,000 ) (15,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year (1,063 ) (1,493 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

Ms L M Lotto
Balance outstanding at start of year 15,000 29,943
Amounts advanced - -
Amounts repaid - (14,943 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 15,000 15,000

The balance due from J A C Leach wa repaid after the year end.

The balance for Ms L M Lotto has been reallocated to other debtors as she ceased to be a director on 1 September 2023.

No interest is charged on the loans to the other directors.

24. RELATED PARTY DISCLOSURES

R J Haycocks
Director

During the year, R J Haycocks provided services to the group totalling £6,494 (2022: £3,930).

Willow Beauty Products Limited
A company under the control of a close family member of J A C Leach.

During the year, Willow Beauty Products Limited provided services to the group totalling £130,800 (2022: £128,100) and sold goods to the group totalling £43,670 (2022: £47,301).

At the balance sheet date, a loan of £568,033 (2022: £649,368) was owed by Willow Beauty Products Limited. No interest is charged on this loan.

T Stowell
Close family member of J A C Leach.

During the year, T Stowell provided services to the group totalling £2,498 (2022: £3,236).

N Lofthouse
Close family member of G S Lofthouse.

During the year, the group paid sponsor fees to N Lofthouse totalling £29,464 (2022: £28,675).

Spring Green London Limited
A company under the control of a close family member of J A C Leach.

During the year, Spring Green London Limited provided services to the group totalling £1,200 (2022: £Nil).

25. POST BALANCE SHEET EVENTS

Subsequent to the year end, the group secured an additional £500,000 to the existing £19,050,000 loan, included in creditors falling due after more than one year.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2023


26. ULTIMATE CONTROLLING PARTY

The group was under the control of Mr J A C Leach and Miss P A Leach, directors, by virtue of their majority interest in the issued share capital of Greenclose Holdings Limited.