Company Registration No. 02371370 (England and Wales)
GROVEMERE HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
GROVEMERE HOLDINGS LIMITED
COMPANY INFORMATION
Directors
DJ Brand
HP Bibby
Mrs NC Tuck
TD J Brand
Company number
02371370
Registered office
Unit 112
Lancaster Way Business Park
Lancaster Way
Ely
Cambridgeshire
CB6 3NX
Accountants
Rickard Luckin Limited
1st Floor
County House
100 New London Road
Chelmsford
Essex
CM2 0RG
Solicitors
Birketts LLP - Cambridge
22 Station Road
Cambridge
Cambridgeshire
CB1 2JD
GROVEMERE HOLDINGS LIMITED
CONTENTS
Page
Directors' report
1
Accountants' report
2
Group profit and loss account
3
Company profit and loss account
4
Group balance sheet
5 - 6
Company balance sheet
7
Group statement of changes in equity
8
Company statement of changes in equity
9
Notes to the financial statements
10 - 22
GROVEMERE HOLDINGS LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 March 2024.

Principal activities

The principal activity of the company continued to be that of a holding company.

 

The principal activity of the group continued to be that of owning and managing a business park.

Directors

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

DJ Brand
HP Bibby
Mrs NC Tuck
TD J Brand
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 group and company, and of the profit or loss of the group 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 group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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
TD J Brand
Director
13 November 2024
GROVEMERE HOLDINGS LIMITED
ASSURANCE REPORT TO THE BOARD OF DIRECTORS ON THE PREPARATION OF THE UNAUDITED STATUTORY FINANCIAL STATEMENTS OF GROVEMERE HOLDINGS LIMITED FOR THE YEAR ENDED 31 MARCH 2024
- 2 -

We have reviewed the company's financial statements for the year ended 31 March 2024 which comprise of the group profit and loss account, company profit and loss account, group balance sheet, company balance sheet, group statement of changes in equity, company statement of changes in equity and 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).

Directors' Responsibility for the Financial Statements

As explained more fully in the Directors' Responsibilities Statement set out on page 1, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view.

Accountants' Responsibility

Our responsibility is to express a conclusion on the financial statements. We conducted our review in accordance with International Standard on Review Engagements (ISRE) 2400 (Revised), Engagements to review historical financial statements and ICAEW Technical Release TECH 09/13AAF (Revised) Assurance review engagements on historic financial statements. ISRE 2400 (Revised) requires us to conclude whether anything has come to our attention that causes us to believe that the financial statements, taken as a whole, are not prepared, in all material respects, in accordance with United Kingdom Generally Accepted Accounting Practice. ISRE 2400 (Revised) also requires us to comply with the ICAEW Code of Ethics.

Scope of the Assurance Review

A review of financial statements in accordance with ISRE 2400 (Revised) is a limited assurance engagement. We have performed additional procedures to those required under a compilation engagement. These primarily consist of making enquiries of management and others within the entity, as appropriate, applying analytical procedures and evaluating the evidence obtained. The procedures performed in a review are substantially less than those performed in an audit conducted in accordance with International Standards on Auditing (UK). Accordingly, we do not express an audit opinion on these financial statements.

Conclusion

Based on our review, nothing has come to our attention that causes us to believe that the financial statements have not been prepared:

 

Use of our report

This report is made solely to the Company's directors, as a body, in accordance with the terms of our engagement letter dated 19 June 2024. Our review has been undertaken so that we may state to the company’s directors those matters we have agreed to state to them in a reviewer’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 directors as a body for our work, for this report or the conclusions we have formed.

Rickard Luckin Limited
18 November 2024
Chartered Accountants
1st Floor
County House
100 New London Road
Chelmsford
Essex
CM2 0RG
GROVEMERE HOLDINGS LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 3 -
Year
Period
ended
ended
31 March
31 March
2024
2023
as restated
Notes
£
£
Turnover
8,735,737
25,637,365
Cost of sales
(4,093,923)
(12,694,807)
Gross profit
4,641,814
12,942,558
Administrative expenses
(6,715,609)
(3,562,780)
Exceptional item
4
(8,711,778)
-
0
Operating (loss)/profit
(10,785,573)
9,379,778
Interest receivable and similar income
5
211,150
61,890
Interest payable and similar expenses
(750,873)
(381,620)
(Loss)/profit before taxation
(11,325,296)
9,060,048
Tax on (loss)/profit
6
1,811,022
(1,739,574)
(Loss)/profit for the financial year
19
(9,514,274)
7,320,474
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
GROVEMERE HOLDINGS LIMITED
COMPANY PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 MARCH 2024
- 4 -
Year
Period
ended
ended
31 March
31 March
2024
2023
£
£
Turnover
-
-
Interest receivable and similar income
-
2,002,000
Profit before taxation
-
2,002,000
Tax on profit
-
-
Profit for the financial year
-
2,002,000
GROVEMERE HOLDINGS LIMITED
GROUP BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 5 -
2024
2023
as restated
Notes
£
£
£
£
Fixed assets
Intangible assets
-
-
Tangible assets
8
877,456
745,418
Investment property
9
47,159,155
53,579,324
48,036,611
54,324,742
Current assets
Stocks
12
4,682,421
4,699,406
Debtors
13
1,590,192
1,241,441
Cash at bank and in hand
4,583,380
7,975,742
10,855,993
13,916,589
Creditors: amounts falling due within one year
14
(3,384,674)
(4,244,070)
Net current assets
7,471,319
9,672,519
Total assets less current liabilities
55,507,930
63,997,261
Creditors: amounts falling due after more than one year
15
(12,691,317)
(13,215,274)
Provisions for liabilities
(4,325,673)
(6,376,773)
Net assets
38,490,940
44,405,214
Capital and reserves
Called up share capital
17
1,019,369
1,019,269
Share premium account
19
3,599,900
-
0
Profit and loss reserves
19
33,871,671
43,385,945
Total equity
38,490,940
44,405,214
GROVEMERE HOLDINGS LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 MARCH 2024
31 March 2024
- 6 -

For the financial year ended 31 March 2024 the group was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The members have not required the group to obtain an audit of its financial statements for the year in question in accordance with section 476;

 

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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

The financial statements were approved by the board of directors and authorised for issue on 13 November 2024 and are signed on its behalf by:
Mrs NC Tuck
TD J Brand
Director
Director
Company registration number 02371370 (England and Wales)
GROVEMERE HOLDINGS LIMITED
COMPANY BALANCE SHEET
AS AT
31 MARCH 2024
31 March 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
10
5,123,849
1,523,849
Capital and reserves
Called up share capital
17
1,019,369
1,019,269
Share premium account
19
3,599,900
-
0
Profit and loss reserves
19
504,580
504,580
Total equity
5,123,849
1,523,849

The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true

For the financial year ended 31 March 2024 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

The members have not required the company to obtain an audit of its financial statements for the year in question in accordance with section 476.

These financial statements have been prepared and delivered 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 13 November 2024 and are signed on its behalf by:
Mrs NC Tuck
TD J Brand
Director
Director
Company registration number 02371370 (England and Wales)
GROVEMERE HOLDINGS LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 8 -
Share capital
Share premium account
Revaluation reserve
Profit and loss reserves
Total
Notes
£
£
£
£
£
As restated for the period ended 31 March 2023:
Balance at 1 July 2022
1,019,269
-
(88,787)
38,156,258
39,086,740
Prior year adjustment
-
-
88,787
(88,787)
-
As restated
1,019,269
-
0
-
0
38,067,471
39,086,740
Period ended 31 March 2023:
Profit and total comprehensive income
-
-
-
7,320,474
7,320,474
Dividends
7
-
-
-
(2,002,000)
(2,002,000)
Balance at 31 March 2023
1,019,269
-
0
-
0
43,385,945
44,405,214
Period ended 31 March 2024:
Loss and total comprehensive income
-
-
-
(9,514,274)
(9,514,274)
Issue of share capital
17
100
-
0
-
-
100
Share based payment
-
3,599,900
-
-
3,599,900
Balance at 31 March 2024
1,019,369
3,599,900
-
0
33,871,671
38,490,940
GROVEMERE HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2024
- 9 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 July 2022
1,019,269
-
0
504,580
1,523,849
Period ended 31 March 2023:
Profit and total comprehensive income for the period
-
-
2,002,000
2,002,000
Dividends
7
-
-
(2,002,000)
(2,002,000)
Balance at 31 March 2023
1,019,269
-
0
504,580
1,523,849
Period ended 31 March 2024:
Profit and total comprehensive income
-
-
-
-
0
Issue of share capital
17
100
-
0
-
100
Share based payment
-
3,599,900
-
3,599,900
Balance at 31 March 2024
1,019,369
3,599,900
504,580
5,123,849
GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2024
- 10 -
1
Accounting policies
Company information

Grovemere Holdings Limited "the company" is a private limited company domiciled and incorporated in England and Wales. The registered office is Unit 112, Lancaster Way Business Park, Lancaster Way, Ely, Cambridgeshire, CB6 3NX.

 

The group consists of Grovemere Holdings Limited and its wholly owned subsidiary Grovemere Property Limited.

1.1
Reporting period

The current period represents a 12 months period ended 31 March 2024. In the prior period, the company changed its year end date from June to March and the results are therefore not directly comparable with the comparative being a 9 month period.

1.2
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, modified to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

1.3
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination.

1.4
Basis of consolidation

The consolidated financial statements incorporate those of Grovemere Holdings Limited and all of its subsidiaries (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 31 March 2024.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 11 -
1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

Rental and service charge income are accounted for in the period to which they relate.

 

Sale of land and property is accounted for on completion.

1.7
Tangible fixed assets

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

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

Land and buildings Freehold
Nil
Plant and machinery
10% reducing balance
Motor vehicles
25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in profit or loss.

1.9
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 12 -

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

1.11
Stocks

Stock comprises the cost of land purchased for future development/resale, plus costs incurred to provide infrastructure to service this land and neighbouring land over which the company holds an option to purchase and which has planning permission for commercial development. The infrastructure costs are included in stock at cost, and are then being written off on a per acre basis as and when each of the developable units are sold.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.13
Financial instruments

The group 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 group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 13 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies 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.

 

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group 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 group.

1.15
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 group’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.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
1
Accounting policies
(Continued)
- 14 -
1.18
Share-based payments

The group participates in a share-based payment arrangement granted to the employees of the subsidiary company. The subsidiary has elected to recognise and measure its share-based payment expense on the basis of a reasonable allocation of the expenses for the group.

 

The expense in relation to the parent company's shares granted to employees of the subsidiary is recognised by the parent as a capital contribution, and presented as an increase in the parent company's investment in that subsidiary.

1.19
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Valuation of Investment Property

Investment properties are valued on the fair value basis. In arriving at the fair value, the valuation of Investment properties are valued by firms of independent Chartered Surveyors or by the directors. The directors review these valuations at each period end to ensure investment properties are held at fair value at each balance sheet date.

Equity settled share-based payment

The company issued shares for the benefit of two of the directors resulting in a share based payment. The company has allocated the charge to the company's subsidiary via a capital contribution. The charge is based on the fair value of the shares issued for £3.6m. There is estimation involved in valuing the shares and the level of discount to be applied for a minority shareholding.

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 15 -
3
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
18
17
-
0
-
0
4
Exceptional item
2024
2023
£
£
Expenditure
Fair value movement on investment properties
8,711,778
-

The exceptional item relates to the revaluation of the investment properties at the year end to their fair values at the balance sheet date.

 

In addition to the above, as set out in note 16, there was a share based payment expense allocated from the parent company to the subsidiary company for £3.6m and this is included within administrative expenses.

5
Interest receivable and similar income
Group
Company
2024
2023
2024
2023
£
£
£
£
Dividend income from subsidairy undertaking
-
0
-
-
0
2,002,000
6
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
226,745
1,670,424
Adjustments in respect of prior periods
13,333
-
0
Total current tax
240,078
1,670,424
Deferred tax
Origination and reversal of timing differences
(2,051,100)
69,150
Total tax (credit)/charge
(1,811,022)
1,739,574
GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 16 -
7
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Final paid
-
2,002,000
8
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 April 2023
287,871
916,887
1,204,758
Additions
-
0
261,048
261,048
Disposals
-
0
(151,989)
(151,989)
At 31 March 2024
287,871
1,025,946
1,313,817
Depreciation and impairment
At 1 April 2023
-
0
459,340
459,340
Depreciation charged in the year
-
0
107,934
107,934
Eliminated in respect of disposals
-
0
(130,913)
(130,913)
At 31 March 2024
-
0
436,361
436,361
Carrying amount
At 31 March 2024
287,871
589,585
877,456
At 31 March 2023
287,871
457,547
745,418
The company had no tangible fixed assets at 31 March 2024 or 31 March 2023.
9
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 April 2023 and 31 March 2024
53,579,324
-
Additions
2,296,178
-
Disposals
(4,569)
-
Revaluations
(8,711,778)
-
At 31 March 2024
47,159,155
-
GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
9
Investment property
(Continued)
- 17 -

Some of the investment properties included above were valued in May 2024 by a firm of independent Chartered Surveyors. The valuations were made on an open market value basis by reference to market evidence of transaction prices for similar properties. The total value of these properties was £42,160,000. The remaining investment properties were valued at the balance sheet date by the directors by reference to market evidence of transaction prices for similar properties. The directors have reviewed these valuations and concluded that there has been no material change in these valuations at the balance sheet date.

The borrowings of the group are secured over the majority of the freehold land and buildings. The group is not allowed to pledge these assets as security for other borrowings or to sell them to another entity.

10
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Shares in group undertakings and participating interests
-
-
5,123,849
1,523,849
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 April 2023
1,523,849
Additions
3,600,000
At 31 March 2024
5,123,849
Carrying amount
At 31 March 2024
5,123,849
At 31 March 2023
1,523,849
11
Subsidiaries

Details of the company's subsidiaries at 31 March 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Grovemere Property Limited
England and Wales
£1 Ordinary
100.00
12
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Stocks
4,682,421
4,699,406
-
-
GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 18 -
13
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
194,106
238,610
-
0
-
0
Corporation tax recoverable
379,279
-
0
-
0
-
0
Other debtors
896,807
852,831
-
-
1,470,192
1,091,441
-
-
Amounts falling due after more than one year:
Other debtors
120,000
150,000
-
-
Total debtors
1,590,192
1,241,441
-
0
-
0
14
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans
323,333
321,833
-
0
-
0
Other loans
184,000
195,500
-
0
-
0
Trade creditors
601,297
333,451
-
0
-
0
Corporation tax payable
240,078
1,157,910
-
0
-
0
Other taxation and social security
104,195
156,571
-
0
-
0
Other creditors
1,931,771
2,078,805
-
0
-
0
3,384,674
4,244,070
-
0
-
0
GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 19 -
15
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
9,618,190
9,964,690
-
0
-
0
Other loans
2,944,000
3,081,500
-
0
-
0
Other creditors
129,127
169,084
-
0
-
0
12,691,317
13,215,274
-
0
-
0

The bank loans are secured by a debenture and legal charges over certain freehold properties included within fixed assets.

 

Assets under HP and finance leases are secured against the assets which they relate.

Amounts included above which fall due after five years are as follows:
Payable by instalments
10,626,190
2,162,000
-
-
16
Share-based payment transactions

During the year, the company entered into an equity settled group share based payment for the benefit of its employees in its subsidiary. The company issued 1,000 ordinary B shares with a nominal value of £100. The fair value of the shares issued were £3,600,000. The share based payment was treated as a capital contribution with an increase in the investment in the subsidiary. In the group accounts, the charge of £3.6m is included within administrative expenses.

17
Share capital
Group and company
2024
2023
Ordinary share capital
£
£
Issued and fully paid
10,192,688 Ordinary shares of 10p each
-
1,019,269
10,192,688 (2023: 0) Preferred ordinary shares of 10p each
1,019,269
-
1,000 (2023: 0) B ordinary shares of 10p each
100
-
1,019,369
1,019,269

The preferred ordinary shares rank equally for voting rights. On a company sale or return of capital, if the exit proceeds or distributable assets do not exceed £30m, the exit proceeds or distributable assets will be distributed to the holders of the preferred ordinary shares on a pro rate basis according to the number of shares held.

1,000 B ordinary shares were issued during the year. These shares rank equally for voting rights. On a company sale or return of capital, if the exit proceeds or distributable assets exceed £30m, the excess shall be distributed among the B ordinary shareholders on a pro rata basis according to the number of B ordinary shares held.

 

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 20 -
18
Financial commitments, guarantees and contingent liabilities

A cross guarantee amounting to £2,944,000 given by the parent company is in place in favour of a subsidiary's lender in respect of a loan in that subsidiary company.

19
Reserves
Profit and loss reserves

The reserves of the company are fully distributable.

20
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
17,913
33,506
-
-
21
Related party transactions

During the year, there were further loans made to a director of £269,994 and repayments of loans of £55,482. At the balance sheet date the group were owed £250,959 (2023: £36,447) by this director. This balance is included within debtors.

GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
- 21 -
22
Prior period adjustment
Reconciliation of changes in equity - group
1 July
31 March
2022
2023
Notes
£
£
Adjustments to prior year
General bad debt provision
1
-
47,493
General accruals
2
-
81,500
Negative revaluation reserve
3
-
-
Bank deposit account
4
-
-
Total adjustments
-
128,993
Equity as previously reported
39,086,740
44,276,221
Equity as adjusted
39,086,740
44,405,214
Analysis of the effect upon equity
Revaluation reserve
-
88,787
Profit and loss reserves
-
40,206
-
128,993
Reconciliation of changes in profit for the previous financial period
2023
Notes
£
Adjustments to prior year
General bad debt provision
1
47,493
General accruals
2
81,500
Negative revaluation reserve
3
-
Bank deposit account
4
-
Total adjustments
128,993
Profit as previously reported
7,191,481
Profit as adjusted
7,320,474
Reconciliation of changes in equity - company
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in profit for the previous financial period
2023
£
Adjustments to prior year
Total adjustments
-
Profit as previously reported
2,002,000
Profit as adjusted
2,002,000
GROVEMERE HOLDINGS LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2024
22
Prior period adjustment
(Continued)
- 22 -
Notes to reconciliation
General bad debt provision

In the prior period, the group had provided for a general bad debt provision for £47,493. General bad debt provisions are not allowed in accordance with FRS 102 and therefore this provision has been reversed.

General accruals

In the prior period, the group had provided for a general accruals totalling £81,500. General provisions are not allowed in accordance with FRS 102 and therefore these accruals have been reversed.

Negative revaluation reserve

The group had a negative revaluation reserve of £88,787 in the prior year. In accordance with FRS 102, impairment provisions in excess of a revaluation reserve should be charged to the profit and loss account. Therefore a prior year adjustment has been made to correct this historic balance and move the negative revaluation reserve into the profit and loss reserve.

Bank deposit account

Included within debtors in the prior period is a balance of £255,233 relating to a bank account used to hold deposits. A prior year adjustment has been made to reclassify this balance as cash at bank and in hand.

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