Company Registration No. 08132705 (England and Wales)
Gladys Emmanuel Limited
Annual report and financial statements
for the financial year ended 30 March 2024
Gladys Emmanuel Limited
Company information
Directors
T Paphitis
K Kyprianou
Secretary
K Lawton
Company number
08132705
Registered office
Kindred House
17 Hartfield Road
London
SW19 3SE
Independent auditor
Saffery LLP
71 Queen Victoria Street
London
EC4V 4BE
Bankers
National Westminster Bank plc
18 Cromwell Place
South Kensington
London
SW7 2LB
Gladys Emmanuel Limited
Contents
Page
Directors' report
1
Directors' responsibilities statement
2
Independent auditor's report
3 - 6
Statement of income and retained earnings
7
Statement of financial position
8
Notes to the financial statements
9 - 13
Gladys Emmanuel Limited
Directors' report
For the financial year ended 30 March 2024
1
The directors present their annual report and financial statements for the financial year ended 30 March 2024.
Principal activities
The principal activity of the Company continued to be acting as intermediate holding company.
Directors
The directors who held office during the financial year and up to the date of signature of the financial statements were as follows:
T Paphitis
K Kyprianou
Deeds of indemnity
As at the date of this report, indemnities are in force under which the Company has agreed to indemnify the directors, to the extent permitted by law and the Company's Articles of Association, in respect of all losses arising out of, or in connection with, the execution of their powers, duties and responsibilities, as directors of the Company.
Auditor
Saffery LLP were appointed as auditor to the Company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.
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.
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
T Paphitis
Director
14 February 2025
Gladys Emmanuel Limited
Directors' responsibilities statement
For the financial year ended 30 March 2024
2
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.
Gladys Emmanuel Limited
Independent auditor's report
To the member of Gladys Emmanuel Limited
3
Opinion
We have audited the financial statements of Gladys Emmanuel Limited (the 'Company') for the financial year ended 30 March 2024 which comprise the statement of income and retained earnings, the statement of financial position 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:
give a true and fair view of the state of the Company's affairs as at 30 March 2024 and of its loss for the financial year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
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.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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.
Gladys Emmanuel Limited
Independent auditor's report (continued)
To the member of Gladys Emmanuel Limited
4
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
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:
adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
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.
Gladys Emmanuel Limited
Independent auditor's report (continued)
To the member of Gladys Emmanuel Limited
5
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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.
Identifying and assessing risks related to irregularities:
We assessed the susceptibility of the Company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the Company by discussions with directors and by updating our understanding of the sector in which the Company operates.
Laws and regulations of direct significance in the context of the Company include The Companies Act 2006 and UK Tax legislation.
Audit response to risks identified
We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of financial statement disclosures. We discussed the Company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.
During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.
There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would 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.
Gladys Emmanuel Limited
Independent auditor's report (continued)
To the member of Gladys Emmanuel Limited
6
This report is made solely to the Company's member 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 member those matters we are required to state to the member 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 member, for our audit work, for this report, or for the opinions we have formed.
Luke Hanratty
Senior Statutory Auditor
For and on behalf of Saffery LLP
14 February 2025
Statutory Auditors
71 Queen Victoria Street
London
EC4V 4BE
Gladys Emmanuel Limited
Statement of income and retained earnings
For the financial year ended 30 March 2024
7
52 week period
53 week period
ended
ended
30 March
1 April
2024
2023
£'000
£'000
Administrative expenses
(631)
(772)
Loss before taxation
(631)
(772)
Tax on loss
147
Loss for the financial period
(631)
(625)
Retained earnings brought forward
(866)
(241)
Retained earnings carried forward
(1,497)
(866)
The income statement has been prepared on the basis that all operations are continuing operations.
Gladys Emmanuel Limited
Statement of financial position
As at 30 March 2024
30 March 2024
8
30 March 2024
1 April 2023
Notes
£'000
£'000
£'000
£'000
Fixed assets
Investments
4
486
486
Current assets
Debtors
5
179
156
Cash at bank and in hand
7
7
186
163
Creditors: amounts falling due within one year
6
(2,169)
(1,515)
Net current liabilities
(1,983)
(1,352)
Net liabilities
(1,497)
(866)
Capital and reserves
Called up share capital
Profit and loss reserves
(1,497)
(866)
Total equity
(1,497)
(866)
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 14 February 2025 and are signed on its behalf by:
T Paphitis
Director
Company Registration No. 08132705
Gladys Emmanuel Limited
Notes to the financial statements
For the financial year ended 30 March 2024
9
1
Accounting policies
Company information
Gladys Emmanuel Limited is a private company limited by shares incorporated in England and Wales. The registered office is Kindred House, 17 Hartfield Road, London, SW19 3SE.
1.1
Reporting period
The Company works to a retail financial year. As such, the current financial year is 52 weeks in length and not directly comparable to the comparative 53 week 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 £'000
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The Company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the Company will be consolidated in the financial statements of Fivefathers Holdings Limited as at 30 March 2024. These consolidated financial statements are available from its registered office given in note 9.
The Company has taken advantage of the exemption under section 401 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the Company as an individual entity and not about its group.
Gladys Emmanuel Limited
Notes to the financial statements (continued)
For the financial year ended 30 March 2024
1
Accounting policies (continued)
10
1.3
Going concern
In preparing the financial statements the directors are required to assess the Company's ability to continue to trade as a going concern for the foreseeable future.true
The Company has incurred a loss of £631,000 (2023 - £625,000) for the financial year ending 30 March 2024. As at 30 March 2024, the Company was in a net current liability position of £1,983,000 (2023 - £1,352,000) and a net liability position of £1,497,000 (2023 - £866,000). The Company does not have any material cash outflows and the only significant liability is due to Robert Dyas Holdings Limited of £2,169,000 (2023 - £1,515,000). The directors have received written confirmation from Robert Dyas Holdings Limited confirming that they will not seek repayment of any balance due within twelve months from the date of signing of these financial statements and will continue to provide such funding as necessary for the Company to meet its liabilities as they fall due. It is on this basis, that the directors consider that the Company will be a going concern for a period of at least twelve months from the date of approval of these financial statements and they have therefore prepared the financial statements on a going concern basis.
1.4
Fixed asset investments
Interests in subsidiaries entities 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.
A subsidiary is an entity controlled by the Company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
1.5
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.
1.6
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, 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.
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.
Gladys Emmanuel Limited
Notes to the financial statements (continued)
For the financial year ended 30 March 2024
1
Accounting policies (continued)
11
Basic financial liabilities
Basic financial liabilities, including creditors and loans from fellow group companies 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.
1.7
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.
1.8
Taxation
The tax expense represents the sum of the tax currently payable.
Current tax
The tax currently payable is based on taxable profit for the 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 periods 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.
2
Critical accounting 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.
Gladys Emmanuel Limited
Notes to the financial statements (continued)
For the financial year ended 30 March 2024
2
Critical accounting judgements and key sources of estimation uncertainty (continued)
12
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.
Impairment of investments in group undertakings
Determining whether there are any indications of impairment of the investments in group undertakings involves the application of estimates by management. Factors taken into consideration in reaching such a decision include the financial position and expected future financial performance of the entities. The directors have concluded that no impairment to the carrying value of investments in group undertakings is required in the period under review.
Recoverability of amounts due from group undertakings
Determining whether there are any indications of provisioning of amounts due from group undertakings involves the application of estimates by management. Factors taken into consideration in reaching such a decision include the financial position and expected future financial performance of the entities. The directors have concluded that no provision to amounts due from group undertakings is required in the period under review.
3
Employees
The average monthly number of persons employed by the Company during the financial year was:
2024
2023
Number
Number
Total
4
Fixed asset investments
2024
2023
£'000
£'000
Shares in group undertakings and participating interests
486
486
5
Debtors
2024
2023
Amounts falling due within one year:
£'000
£'000
Amounts owed by group undertakings
179
156
Amounts owed by other group companies are unsecured, interest free and repayable on demand.
Gladys Emmanuel Limited
Notes to the financial statements (continued)
For the financial year ended 30 March 2024
13
6
Creditors: amounts falling due within one year
2024
2023
£'000
£'000
Amounts owed to group undertakings
2,169
1,515
Amounts owed to other group companies are unsecured, interest free and repayable on demand.
7
Financial commitments, guarantees and contingent liabilities
The Company has granted a fixed and floating charge over its assets in respect of the Company's and fellow group companies' obligations under the £12,000,000 connected party loan facility. At 30 March 2024 amounts outstanding and covered by this arrangement totalled £5,400,000 (2023 - £5,400,000). The facility is available to December 2026.
8
Related party transactions
The Company is controlled by Sevenfathers Limited, which owns 100% of its issued share capital. The Company's ultimate controlling party is Theo Paphitis who has control of the issued share capital of Fivefathers Holdings Limited, the ultimate parent company at the period end.
The Company has taken advantage of the exception conferred by FRS 102 paragraph 33.1A not to disclose transactions with wholly owned subsidiaries in the group headed by Fivefathers Holdings Limited.
The loan facility as detailed in note 7 has been provided to the Company and fellow group companies by a company under common control.
9
Parent company
The Company's ultimate parent company is Fivefathers Holdings Limited, this is the smallest and largest group of which the Company is a member, where group financial statements including the results of the Company are produced. Fivefathers Holdings Limited is registered in Cyprus and a copy of its consolidated financial statements can be obtained from its registered office at Pindou 4, Egkomi, CY-2409 Nicosia Cyprus.
At 30 March 2024 the Company’s parent company was Sevenfathers Limited a company registered in England and Wales.
The ultimate controlling party is Theo Paphitis.
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