Company registration number 08078765 (England and Wales)
GRAFTON ESTATE NO 3 GP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
GRAFTON ESTATE NO 3 GP LIMITED
COMPANY INFORMATION
Directors
P Dee-Shapland
D S Gabbay
E A Shahmoon
A Gabbay
C Hanouka
R A Shahmoon
L E Shahmoon
A J Dalah
Secretary
C Hanouka
Company number
08078765
Registered office
Ground Floor Trinity Court
Trinity Street
Peterborough
Cambridgeshire
PE1 1DA
Auditor
Goodman Jones LLP
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
GRAFTON ESTATE NO 3 GP LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Statement of comprehensive income
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 14
GRAFTON ESTATE NO 3 GP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 1 -

The directors present their annual report and financial statements for the year ended 29 February 2024.

Principal activities

The principal activity of the company continued to be that of an investment company.

Results and dividends

The loss for the year, after taxation amounted to £348 (2023: £1,575 profit).

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

P Dee-Shapland
D S Gabbay
E A Shahmoon
A Gabbay
D W Lyons
(Resigned 10 April 2024)
C Hanouka
R A Shahmoon
L E Shahmoon
A J Dalah
Qualifying third party indemnity provisions

Qualifying third party indemnity provisions for the benefit of the company's directors were paid during the year by other companies to which the directors are also appointed. These provisions remain in force at the reporting date.

Auditor

In accordance with the company's articles, a resolution proposing that Goodman Jones LLP be reappointed as auditor of the company will be put at a General Meeting.

Statement of directors' responsibilities

The directors are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

GRAFTON ESTATE NO 3 GP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 2 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

Going concern

As a result of the collapse of the structure in which this company holds an investment in post year end, the financial statements are prepared on a basis other than that of a going concern.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
C Hanouka
Director
1 November 2024
GRAFTON ESTATE NO 3 GP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRAFTON ESTATE NO 3 GP LIMITED
- 3 -
Opinion

We have audited the financial statements of Grafton Estate No 3 GP Limited (the 'company') for the year ended 29 February 2024 which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Emphasis of matter - basis of preparation

We draw attention to note 1.1 to the financial statements, which explains that post year end, the structure in which this company holds an investment in has been collapsed. Accordingly, the financial statements have been prepared on a basis other than that of a going concern as described in note 1.1. Our opinion is not modified in respect of this matter.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit:

GRAFTON ESTATE NO 3 GP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRAFTON ESTATE NO 3 GP LIMITED (CONTINUED)
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to industry sector regulations and unethical and prohibited business practices, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and UK Tax Legislation. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls). Appropriate audit procedures in response to these risks were carried out. These procedures included:

GRAFTON ESTATE NO 3 GP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GRAFTON ESTATE NO 3 GP LIMITED (CONTINUED)
- 5 -

 

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members; and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

There are inherent limitations in the audit procedures described above. The further removed instances of non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

Giuseppe Scozzaro
Senior Statutory Auditor
For and on behalf of Goodman Jones LLP
1 November 2024
Chartered Accountants
Statutory Auditor
1st Floor Arthur Stanley House
40-50 Tottenham Street
London
W1T 4RN
GRAFTON ESTATE NO 3 GP LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 6 -
2024
2023
Notes
£
£
(Costs)/Income from shares in group undertakings
(348)
1,575
(Loss)/profit before taxation
(348)
1,575
Tax on (loss)/profit
5
-
0
-
0
(Loss)/profit for the financial year
(348)
1,575

The profit and loss account has been prepared on the basis that all operations are continuing operations.

GRAFTON ESTATE NO 3 GP LIMITED
BALANCE SHEET
AS AT
29 FEBRUARY 2024
29 February 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
6
14
14
Current assets
Debtors
8
13,176
12,601
Creditors: amounts falling due within one year
9
(1,907)
(984)
Net current assets
11,269
11,617
Total assets less current liabilities
11,283
11,631
Provisions for liabilities
(4,618)
(4,618)
Net assets
6,665
7,013
Capital and reserves
Called up share capital
11
1
1
Profit and loss reserves
6,664
7,012
Total equity
6,665
7,013

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 1 November 2024 and are signed on its behalf by:
C Hanouka
Director
Company registration number 08078765 (England and Wales)
GRAFTON ESTATE NO 3 GP LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 March 2022
1
5,437
5,438
Year ended 28 February 2023:
Profit and total comprehensive income
-
1,575
1,575
Balance at 28 February 2023
1
7,012
7,013
Year ended 29 February 2024:
Loss and total comprehensive income
-
(348)
(348)
Balance at 29 February 2024
1
6,664
6,665
GRAFTON ESTATE NO 3 GP LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 9 -
1
Accounting policies
Company information

Grafton Estate No 3 GP Limited is a private company limited by shares incorporated in England and Wales. The registered office is Ground Floor Trinity CourtTrinity Street, Peterborough, Cambridgeshire, PE1 1DA.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

As a result of the collapse of the structure which this company holds an investment in post year end, the financial statements are prepared on a basis other than that of a going concern. No adjustments arose as result of ceasing to apply the going concern basis.

 

The financial statements do not include any provision for the future costs of terminating operations of the company as these were not deemed to be material. The company continues to enjoy the supporting of its shareholders, so the shareholders deemed no impairment of the trade debtors or creditors is required and all potential obligations can be met.

1.2
Fixed asset investments

Interests in subsidiaries are measured at cost less any accumulated impairment . Where merger relief is applicable, the cost of the investment in a subsidiary undertaking is measured at the nominal value of the shares issues together with the fair value of any additional consideration paid.

1.3
Financial instruments

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 instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors 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 financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

GRAFTON ESTATE NO 3 GP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 10 -
Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.4
Equity instruments

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

1.5
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.6

Debtors

Short term debtors are measured at transaction price, less any impairment.

GRAFTON ESTATE NO 3 GP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
1
Accounting policies
(Continued)
- 11 -
1.7

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

 

Investments

Determine whether there are indicators of impairment of the company's fixed asset investments. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset and where it is a component of a larger cash generating unit, the viability and expected future performance of that unit.

GRAFTON ESTATE NO 3 GP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 12 -
3
Operating profit

Audit and taxation fees are borne by fellow subsidiaries.

4
Employees

The company has no employees (2023 - Nil) other than directors, who did not receive any remuneration (2023 - £Nil).

5
Taxation

The actual charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

2024
2023
£
£
(Loss)/profit before taxation
(348)
1,575
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 24.50% (2023: 19.00%)
(85)
299
Group relief
85
(299)
Taxation charge for the year
-
-

Factors that may affect future tax charges

 

The Finance Bill 2021, published on 11 March 2021, increased the main rate of Corporation tax to 25% for the year commencing 1 April 2023.

 

The deferred taxation liability has therefore been calculated at 25%, being the rate substantively enacted at the Balance Sheet date.

6
Fixed asset investments
2024
2023
£
£
Investments in subsidiary companies
14
14
GRAFTON ESTATE NO 3 GP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 13 -
7
Subsidiaries

Details of the company's subsidiaries at 29 February 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Grafton Estate No.3 LP (Nominee One) Limited
England & Wales
Ordinary
100.00
Grafton Estate No.3 LP (Nominee Two) Limited
England & Wales
Ordinary
100.00

The registered office address of both subsidiaries is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, PE1 1DA.

 

Other investments

 

Grafton Estate No 3 GP Limited acts as a general partner to Grafton Estate No 3 Limited Partnership in return for its capital contribution and as at the reporting date, Grafton Estate No 3 GP Limited is entitled to 0.25% of the profits and net assets of the Grafton Estate No 3 Limited Partnership.

8
Debtors
2024
2023
Amounts falling due within one year:
£
£
Amounts owed by group undertakings
13,176
12,601

There are no formal agreements for amounts owed by group undertakings which are interest free and repayable on demand.

9
Creditors: amounts falling due within one year
2024
2023
£
£
Accruals and deferred income
1,907
984
10
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:

Liabilities
Liabilities
2024
2023
Balances:
£
£
Revaluation gains
4,618
4,618
There were no deferred tax movements in the year.
GRAFTON ESTATE NO 3 GP LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 29 FEBRUARY 2024
- 14 -
11
Called up share capital
2024
2023
2024
2023
Number
Number
£
£
Ordinary share capital
Issued and fully paid
Ordinary share of £1 each
1
1
1
1
12
Related party transactions

As at 29 February 2024 the company was owed £13,176 (2023: £12,601) from O&H Mayfair Developments Limited, a company under common control. This amount is repayable on demand and does not bear interest.

13
Parent company

At 29 February 2024 the company's ultimate parent company was O&H Developments Limited, a company registered in Jersey.

 

O & H (Grafton 4) Limited is the immediate parent company and the parent of the smallest group in which Grafton Estate No 3 GP Limited is a member. The smallest group in which the results of the company are consolidated is that headed by O & H Developments Holdings Limited. The registered office address of O & H Developments Holdings Limited is Ground Floor Trinity Court, Trinity Street, Peterborough, Cambridgeshire, PE1 1DA.

 

There is no ultimate controlling party of the company.

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