Company registration number 11794194 (England and Wales)
GPSV LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
PAGES FOR FILING WITH REGISTRAR
GPSV LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 8
GPSV LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 JANUARY 2024
31 January 2024
- 1 -
31 January
31 December
2024
2022 (Restated)
Notes
£
£
£
£
Fixed assets
Tangible assets
4
1,703,597
2,048,517
Current assets
Stocks
16,558
17,119
Debtors
5
382,901
334,335
Cash at bank and in hand
115,960
208,437
515,419
559,891
Creditors: amounts falling due within one year
6
(3,726,685)
(2,969,447)
Net current liabilities
(3,211,266)
(2,409,556)
Net liabilities
(1,507,669)
(361,039)
Capital and reserves
Called up share capital
7
1
1
Profit and loss reserves
(1,507,670)
(361,040)
Total equity
(1,507,669)
(361,039)
The director of the company has elected not to include a copy of the income statement within the financial statements.true
The accounts have been prepared in accordance with the special provisions applicable to companies subject to the small companies regime.
The financial statements were approved and signed by the director and authorised for issue on 31 January 2025
R M Ward
Director
Company Registration No. 11794194
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 JANUARY 2024
- 2 -
1
Accounting policies
Company information
GPSV Limited is a private company limited by shares incorporated in England and Wales. The registered office is 30 Argyll Street, London, W1F 7EB.
1.1
Reporting period
The company's reported results are for a longer period, following a decision by the directors to extend the accounting reference date from 31 December 2023 to 31 January 2024. Therefore they represent a 13 month accounting 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. The principal accounting policies adopted are set out below.
1.3
Going concern
The company has net liabilities of £1,507,669 as at 31 January 2024. Having reviewed the company's financial forecasts and expected future cash flows, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Two of the group entities, Aqua Brit Limited and Hutong Limited, have confirmed their intention to provide financial support, should it be required over the twelve months from the date of signing these financial statements. The directors therefore consider that the company has access to sufficient funding to meet its financial obligations as they fall due. As a result the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
1.4
Turnover
Turnover represents amounts receivable for goods and services net of VAT. Restaurant sales are recognised on the provision of the service. Deposits received in advance for events are deferred until that service is provided.
1.5
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:
Leasehold improvements
over the unexpired term of the lease of 14 years
Plant and equipment
over 6 years straight line
Plant and machinery
over 6 years straight line
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 credited or charged to the income statement.
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 3 -
1.6
Impairment of fixed assets
At each reporting period end date, the company 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.
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 the income statement unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Stocks
Stocks are valued at lower of cost and net realisable value, after making due allowances for obsolete and slow moving items.
1.8
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.
1.9
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 statement of financial position 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.
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 4 -
Impairment of financial assets
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the income statement.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the income statement.
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 trade creditors, other creditors 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.
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.
1.10
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.
1.11
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/period. Taxable profit differs from net profit as reported in the income statement 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.
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024
1
Accounting policies
(Continued)
- 5 -
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 income statement, 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.
1.12
Staff costs
The company engages the services of a related staff services company and does not employ staff in its own right. Such costs are recognised on the provision of the service.
1.13
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to the income statement 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.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in the income statement.
2
Judgements and key sources of estimation uncertainty
In the application of the company’s accounting policies, the director is 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.
Amortisation and depreciation, useful lives and residual values of tangible fixed assets
The directors estimate the useful lives and residual values of tangible assets in order to calculate the depreciation charge. Changes in these estimates could result in changes being required to the annual charges in the income statement and the carrying values of these assets in the statement of financial position.
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024
- 6 -
3
Employees
The average monthly number of persons (including directors) employed by the company during the period was: Zero (2022 : Zero)
4
Tangible fixed assets
Leasehold improvements
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023 and 31 January 2024
273,557
1,801,501
2,075,058
Depreciation and impairment
At 1 January 2023
1,520
25,021
26,541
Depreciation charged in the period
21,168
323,752
344,920
At 31 January 2024
22,688
348,773
371,461
Carrying amount
At 31 January 2024
250,869
1,452,728
1,703,597
At 31 December 2022
272,037
1,776,480
2,048,517
5
Debtors
2024
2022
Amounts falling due within one year:
£
£
Trade debtors
26,630
3,350
Amounts owed by group undertakings
110,407
Other debtors
239,262
324,539
Prepayments and accrued income
6,602
6,446
382,901
334,335
6
Creditors: amounts falling due within one year
2024
2022
£
£
Restated
Trade creditors
113,116
225,617
Amounts owed to group undertakings
3,094,956
2,359,799
Accruals and deferred income
518,613
384,031
3,726,685
2,969,447
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024
- 7 -
7
Called up share capital
2024
2022
2024
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1
1
1
1
8
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:
Saskia Harrison
Statutory Auditor:
Gerald Edelman LLP
Date of audit report:
31 January 2025
9
Prior year restatement
Prior year admin expenses and accruals did not include the accounting adjustment for a rent free period of £117,852 and consequently has been restated correcting these balances.
10
Financial commitments, guarantees and contingent liabilities
The director, R M Ward has provided a personal guarantee limited to £3m. In addition, there is a fixed and floating charge over the assets of the company. GPSV Limited and its fellow subsidiary undertakings have provided cross guarantees as part of a group guarantee arrangement in order to secure a bank loan of £5m with a fellow subsidiary undertaking.
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2024
2022
£
£
Within one year
17,917
Between two and five years
860,000
662,917
In over five years
1,773,750
1,988,750
2,651,667
2,651,667
12
Related party transactions
The company has taken advantage of the exemption available under FRS102 1A whereby it has not disclosed transactions and balances with any wholly owned group companies.
GPSV LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 JANUARY 2024
- 8 -
13
Parent company
The immediate parent company is ANKH Concepts Limited and the ultimate parent company is Contemporary Global Limited. Both companies are registered in the British Virgin Islands.
14
Adjustment for rent free period
The loss before taxation includes an accrued expense for a rent free period related to an operating lease of £191,509.