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Registered number: 14372988










GABI HOUSING 2 LIMITED

AUDITED
FINANCIAL STATEMENTS

FOR THE PERIOD ENDED
31 DECEMBER 2023
 






 



 






 
GABI HOUSING 2 LIMITED
 

COMPANY INFORMATION


Directors
Mr A Curl (appointed 8 December 2023)
Mr P Kent (appointed 20 October 2022)
Mr D Conlon (appointed 23 September 2022, resigned 20 October 2022)
Mr R Wright (appointed 20 October 2022, resigned 8 December 2023)




Registered number
14372988



Registered office
24 Saville Row

London

United Kingdom

W1S 2ES




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
GABI HOUSING 2 LIMITED
 

CONTENTS



Page
Balance Sheet
 
 
1
Statement of Changes in Equity
 
 
2
Notes to the Financial Statements
 
 
3 - 10


 
GABI HOUSING 2 LIMITED
REGISTERED NUMBER: 14372988

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
Note
£000

Fixed assets
  

Tangible assets
 5 
-

Investment property
 6 
7,500

  
7,500

Current assets
  

Debtors: amounts falling due within one year
 7 
604

Current liabilities
  

Creditors: amounts falling due within one year
 8 
(505)

Net current assets
  
 
 
99

Total assets less current liabilities
  
7,599

Creditors: amounts falling due after more than one year
 9 
(6,130)

Provisions for liabilities
  

Deferred tax
 10 
(402)

Net assets
  
 
 
1,067


Capital and reserves
  

Called up share capital 
 11 
-

Profit and loss account
 12 
1,067

  
1,067


The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

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

The Company has opted not to file the statement of comprehensive income in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




Mr A Curl
Director

Date: 24 March 2025

The notes on pages 3 to 10 form part of these financial statements.

Page 1

 
GABI HOUSING 2 LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£000
£000
£000

At 23 September 2022
-
-
-



Profit for the period
-
1,067
1,067

Shares issued during the period
-
-
-


At 31 December 2023
-
1,067
1,067

The notes on pages 3 to 10 form part of these financial statements.

Page 2

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

GABI Housing Limited 2 is a private company, limited by shares, incorporated in England and Wales, registered number 14372988. The registered office is 24 Savile Row, London, W1S 2ES. 
The Company was incorporated in the period on 23 September 2022. The financial statements cover the period of account from 23 September 2022 to 31 December 2023.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with FRS 102 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland' and the requirements of the Companies Act 2006. 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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

These financial statements are presented in sterling, which is the functional currency of the Company rounded to the nearest £'000.

The following principal accounting policies have been applied:

  
2.2

Compliance with accounting standards

The financial statements have been prepared using FRS102, the financial reporting standard applicable in the UK and Republic of Ireland, including the disclosure and presentation requirements of Section 1A, applicable to small companies. There were no material departures from that standard.

 
2.3

Going concern

The financial statements have been prepared on a going concern basis. The Company has realised a profit, is in a net asset position at the year end date and has generated sufficient cash from its operations to meet its liabilities as they fall due.
On 20 May 2024, the Company's ultimate parent GCP Asset Backed Income Fund Ltd (“GABI”) announced that shareholders had voted to discontinue the Fund and for an orderly realisation of its assets, resulting in a return of capital to the shareholders. It is expected that the Company will continue to operate until this event takes place. 
The Company is part of a financing structure, the underlying loan structured to ensure that rental income exceeds the Company's cash outflows to service the loan creditor and overheads over the loan term. The Directors have prepared financial models over the life of the loan which support this position. Having undertaken this assessment the Directors consider that the Company will generate sufficient cash flow to meet its liabilities as they fall due for payment and it is therefore appropriate to prepare the financial statements on a going concern basis.

Page 3

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

  
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
The revenue shown in the profit and loss account represents rent receivable during the year. Rent is recognised over the contract period. Where rental income is invoiced in advance, the proportion of rent relating to the period after the balance sheet date is included as deferred income in other creditors.

 
2.5

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.6

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 4

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Fixtures and fittings
-
4
yrs

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.8

Investment property

Investment property is carried at fair value determined annually by management and derived from forecast market rents discounted at an appropriate rate of interest. No depreciation is provided. Changes in fair value are recognised in profit or loss.

 
2.9

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.10

Creditors

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

 
2.11

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” 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.

Basic financial assets

Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless
Page 5

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.11
Financial instruments (continued)

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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 6

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In preparing the financial statements, management is required to make judgements, estimates and assumptions which affect reported income, expenses, assets, liabilities and disclosure of contingent assets and liabilities. Use of available information and application of judgement are inherent in the formation of estimates, together with past experience and expectations of future events that are believed to be reasonable under the circumstances. Actual results in the future could differ from such estimates.
Fair value of investment properties
The fair value of the investment properties is calculated by management in line with the accounting policy stated in note 2.8. In calculating the fair value management make judgements regarding the applicable discount rate, market rent levels and forecast future cashflows.


4.


Employees




The Company has no employees other than the Directors, who did not receive any remuneration.


5.


Tangible fixed assets





Fixtures and fittings

£000



Cost or valuation


At 23 September 2022
-


Additions
1



At 31 December 2023

1



Depreciation


At 23 September 2022
-


Charge for the period 
1



At 31 December 2023

1



Net book value



At 31 December 2023
-

Page 7

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

6.


Investment property


Investment property

£000



Valuation


At 23 September 2022
-


Additions at cost
5,891


Gain on revaluation
1,609



At 31 December 2023
7,500

Investment property is carried at fair value determined annually by management and derived from forecast market rents discounted at an appropriate rate of interest.
During the period the Company acquired its investment property. At the period end date a gain on revaluation was recognised of £1,609,000.






7.


Debtors

2023
£000


Trade debtors
46

Other debtors
544

Prepayments and accrued income
14

604



8.


Creditors: Amounts falling due within one year

2023
£000

Loans from a group undertaking
389

Trade creditors
9

Other creditors
53

Accruals and deferred income
54

505


Refer to note 9 for details of loans from a group undertaking.

Page 8

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Creditors: Amounts falling due after more than one year

2023
£000

Loans from a group undertaking
6,130


Loans from a group undertaking comprise loan notes accounted for at amortised cost and are repayable by bullet repayment at maturity.
The loan notes are secured by a debenture over all assets of the Company, present and future.

The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:

2023
£000


Repayable other than by instalments
6,130



10.


Deferred taxation



2023


£000






At beginning of year
-


Charged to profit or loss
(402)



At end of year
(402)

The deferred taxation balance is made up as follows:

2023
£000


Timing differences arising from fair value adjustments
(402)


11.


Share capital

2023
£
Allotted, called up and fully paid


100 Ordinary shares of £1.00 each
100


During the period the Company issued 100 shares at par.

Page 9

 
GABI HOUSING 2 LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Reserves

Profit and loss account

The profit and loss account represents cumulative profits and losses net of all adjustments. 


13.


Related party transactions

The Company is exempt under the terms of Financial Reporting Standard 102 (FRS 102) paragraph 33.1A. from disclosing related party transactions with other group companies, on the grounds that the Company is wholly owned within the Group. 


14.


Controlling party

The Company's immediate parent company is GCP Asset Backed Income (UK) Limited, a company registered in England and Wales. The ultimate parent undertaking is GCP Asset Backed Income Fund Limited, registered office 12 Castle Street, St Helier, Jersey, JE2 3RT


15.


Auditors' information

The auditors' report on the financial statements for the period ended 31 December 2023 was unqualified.

The audit report was signed on 25 March 2025 by Mark Nelligan FCA (Senior Statutory Auditor) on behalf of Wellden Turnbull Limited.


Page 10