Company registration number 00579845 (England and Wales)
ERNEST GUNNER HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 5 APRIL 2024
PAGES FOR FILING WITH REGISTRAR
ERNEST GUNNER HOLDINGS LIMITED
COMPANY INFORMATION
Directors
Mr J R Beevers
Mrs S L Siddons
Mrs M E Walker
Company number
00579845
Registered office
Gresham House
5 - 7 St Paul Street
Leeds
LS1 2JG
Auditors
BHP LLP
Chartered accountants & statutory auditor
New Chartford House
Centurion Way
Cleckheaton
BRADFORD
West Yorkshire
BD19 3QB
ERNEST GUNNER HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Statement of changes in equity
Notes to the financial statements
2 - 8
ERNEST GUNNER HOLDINGS LIMITED
BALANCE SHEET
AS AT
5 APRIL 2024
05 April 2024
- 1 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
5
647,277
647,277
Current assets
-
-
Creditors: amounts falling due within one year
7
(136,836)
(136,820)
Net current liabilities
(136,836)
(136,820)
Net assets
510,441
510,457
Capital and reserves
Called up share capital
8
100
100
Profit and loss reserves
510,341
510,357
Total equity
510,441
510,457

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

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

The financial statements were approved by the board of directors and authorised for issue on 22 October 2024 and are signed on its behalf by:
Mr J R Beevers
Director
Company registration number 00579845 (England and Wales)
ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 5 APRIL 2024
- 2 -
1
Accounting policies
Company information

Ernest Gunner Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is Gresham House, 5 - 7 St Paul Street, Leeds, LS1 2JG.

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, modified to include the revaluation of fixed asset investments at fair value. The principal accounting policies adopted are set out below.

1.2
Turnover

Investment income is brought into the profit and loss account when it is received.

1.3
Fixed asset investments

Fixed asset investments 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 profit or loss.

 

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

1.4
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.

1.5
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

The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade debtors and creditors. These are measured at amortised cost and are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Statement of comprehensive income.

ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2024
1
Accounting policies
(Continued)
- 3 -
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.

1.6
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.

1.7
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.

ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2024
- 4 -
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.

3
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
-
0
600
4
Employees

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

2024
2023
Number
Number
Total
3
3
5
Fixed asset investments
2024
2023
£
£
Other investments other than loans
647,277
647,277
6
Significant undertakings

The investments relate to the ordinary and preference shares held in the associated undertaking, Holetch Holdings Limited, which is an investment company registered in England and Wales. Details of the investments held are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Holetch Holdings Limited
Gresham House, 5-7 St Paul's Street, Leeds, LS1 2JG
5p Ordinary Shares
49.00
£1 6% Preference Shares
28.00
The aggregate capital and reserves and the result for the year of significant undertakings noted above was as follows:
ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2024
6
Significant undertakings
(Continued)
- 5 -
Name of undertaking
Profit/(Loss)
Capital and Reserves
£
£
Holetch Holdings Limited
844,338
12,568,743
7
Creditors: amounts falling due within one year
2024
2023
£
£
Other creditors
136,836
136,820
8
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary Shares of £1 each
50
50
50
50
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Prefernce shares of £1 each
50
50
50
50
Preference shares classified as equity
50
50
Total equity share capital
100
100
ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2024
8
Called up share capital
(Continued)
- 6 -

Rights attaching to each class of shares

 

1. Preference Shares

 

a. Dividends:

 

i. the Available Profits in respect of each Accounting Period will be applied firstly in paying to the Preference Shares the Preferential Dividend as appropriate. The Available Profits are defined as "profits of the Company which are available for lawful distribution" and the Preferential Dividend is defined as meaning "the cumulative dividend payable on the Preference Shares of £157,860 per annum increasing annually from 6 April in each year starting on 6 April 2010 by the percentage increase in the Retail Price Index for the preceding 12 month period"

 

ii. dividends will accrue on a daily basis

 

iii. the Preferential Dividend will be cumulative

 

iv. the Preferential Dividend will be paid annually in each Accounting Period at any time in the period falling between 1 July and 30 September as determined by the directors providing that there are sufficient Available Profits to lawfully do so, or pay such a lesser amount as is equal to the Available Profits

 

v. where by reason of the Company having insufficient Available Profits it is in arrears with the payment of Preferential Dividends the Available Profits arising thereafter shall be applied first in paying off accruals and/or unpaid Preferential Dividend in full if there is sufficient Available Profits to do so and where there is insufficient Available Profits to pay the accruals and/or unpaid Preferential Dividends in full, such amounts will be paid as are available pro rata according to the income rights of the Preferential Dividend per class of Preference Share.

 

vi. A Preference Shareholder may waive entitlement to the whole or any part of the Preference Dividend which they would be so entitled for an Accounting Period by deed in writing presented to the directors not more than 12 months before the beneficial right to such a dividend has accrued and for the avoidance of doubt:-

 

The Preference Shareholder may waive entitlement to any Preference Dividend beneficially accruing to him from the commencement of any Accounting Period by suitable waiver executed before the commencement of that Accounting Period

 

After the commencement of an Accounting Period any Preference Dividend that may have beneficially accrued to the Preference Shareholder from the first day of that period and not already the subject of a prior waiver in accordance with the point above may not be waived and he shall only be able to waive the whole or any part of the dividend that will accrue thereafter for that Accounting Period.

 

A waiver may specify the number of shares for which entitlement to any dividend is waived or specify a reduced amount of dividend payable on any number of shares or a combination of both.

 

A Preference Shareholder shall not be entitled to waive their entitlement to any unpaid dividends.

vii. All rights to preferential dividend and/or any other rights attaching to the Preference Shares shall cease absolutely 45 years from 1 October 2008.

 

ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2024
8
Called up share capital
(Continued)
- 7 -

b. On a winding up, the Preference Shares will be entitled to:-

 

i. any arrears or deficiency of Preferential Dividend;

ii. to the holders of the Preference Shares the Decreasing Capital Value if any, with the Decreasing Capital Value defined as "the amount payable to the holders of the Preference Shares on a Realisation, buy back of Preference Shares and/or a Return of Capital calculated in accordance with the formula set out in article 6"

 

c. The Preference Shares do not carry any voting rights.

 

2. Ordinary Shares

 

a. Dividends:

 

i. the Available Profits in respect of each Accounting Period will be applied secondly in paying the Ordinary Share dividends on each of the Ordinary Shares as the Shareholders subject to consultation with the directors deem appropriate. The Company is not obliged to declare and/or pay a dividend in respect of any Accounting Period.

ii. dividends will accrue on a daily basis.

 

iii. the dividends payable on the Ordinary Shares will be paid on such dates as the Shareholders shall by ordinary resolution unanimously decide provided there are Available Profits in respect of the Accounting Period in which payment is made.

 

iv. subject to the provisions of the Act, the Company shall declare dividends on the Ordinary Shares in accordance with the respective rights of the members, but no dividend on the Ordinary Shares shall exceed the amount recommended by the directors.

 

b. On a winding up, the Ordinary Shares, after the Preference Shares entitlement, will receive:-

 

i. amounts credited as paid up on all issued Ordinary Shares as if one class;

 

ii. any remaining balance of such surplus assets and retained profits according to the amount paid up or credited as paid up on each Ordinary Share.

 

c. The Ordinary Shares carry one vote per share.

 

 

 

9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Senior Statutory Auditor:
Neil Baldwin for and on behalf of BHP LLP
10
Related party transactions
Transactions with related parties

During the year the company entered into the following transactions with related parties:

Name of related party
Nature of relationship
Holtech Holdings Limited
an associated undertaking
ERNEST GUNNER HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 5 APRIL 2024
10
Related party transactions
(Continued)
- 8 -
Description of
Income
Payments
transaction
2024
2023
2024
2023
£
£
£
£
Holtech Holdings Limited
Loan
286,916
259,729
286,899
258,422
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2024
2023
2024
2023
£
£
£
£
Holetch Holdings Limited
-
0
-
0
136,836
136,820
Other information

Control

 

The Trustees of the E.R. Gunner No.2 Settlement control the company.

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