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 |
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: |
SECRETARY: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
SENIOR STATUTORY AUDITOR: | Gary Brown FCCA |
AUDITORS: |
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: |
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. |
Other changes in directors holding office are as follows: |
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: |
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. |
for and on behalf of |
Statutory Auditor |
Highland House |
Mayflower Close |
Chandler's Ford |
Eastleigh |
Hampshire |
SO53 4AR |
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 | ( |
) | ( |
) |
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 |
Investments | 11 |
CURRENT ASSETS |
Debtors | 13 |
Cash at bank and in hand |
CREDITORS |
Amounts falling due within one year | 14 | ( |
) | ( |
) |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CREDITORS |
Amounts falling due after more than one year |
15 |
( |
) |
( |
) |
NET ASSETS |
CAPITAL AND RESERVES |
Called up share capital | 20 |
Retained earnings (unrealised) | 21 |
Retained earnings | 21 |
SHAREHOLDERS' FUNDS |
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 |
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 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - |
Balance at 31 October 2022 |
Changes in equity |
Dividends | - | ( |
) | - | ( |
) |
Total comprehensive income | - | ( |
) | ( |
) |
Balance at 31 October 2023 |
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 |
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. |
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 |
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 |
Revaluations | ( |
) |
At 31 October 2023 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
Cost or valuation at 31 October 2023 is represented by: |
Hotel |
properties |
£ |
Valuation in 1991 | 7,046,118 |
Valuation in 2005 | 7,960,871 |
Valuation in 2009 | (607,183 | ) |
Valuation in 2014 | (1,679,439 | ) |
Valuation in 2017 | 2,660,000 |
Valuation in 2018 | 227,722 |
Valuation in 2021 | 2,385,260 |
Valuation in 2023 | (3,008,345 | ) |
Cost | 18,614,996 |
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 |
NET BOOK VALUE |
At 31 October 2023 |
At 31 October 2022 |
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 | - | - |
Other debtors | 601,928 | 669,940 |
Directors' current accounts | 347,687 | 15,000 | - | - |
Prepayments and accrued income | 393,825 | 478,172 |
1,389,930 | 1,234,247 |
14. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
Group | Company |
2023 | 2022 | 2023 | 2022 |
£ | £ | £ | £ |
Other loans (see note 16) | 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 | - | - |
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 |
4,335,921 | 4,388,767 |
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 |
Hire purchase contracts (see note 17) | 63,808 | 47,721 |
19,113,808 | 19,622,914 |
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 |
Amounts falling due between one and two | years: |
Other loans - 1-2 years | 19,050,000 | 525,193 | 19,050,000 |
Amounts falling due between two and five | years: |
Other loans - 2-5 years | - | 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: | £ | £ |
Ordinary A | £1 | 1,007,428 | 1,007,428 |
Ordinary B | £1 | 1,000 | 1,000 |
Ordinary C | £1 | 1,000 | 1,000 |
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 | 5,338,752 |
Profit for the year | - |
Dividends | ( |
) | - | ( |
) |
Revaluation of fixed assets | ( |
) | ( |
) |
At 31 October 2023 | 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. |