Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312025-05-012025-05-012023-12-312025-05-01false0Gleeds International Holdings (1995) LimitedGleeds UK and Gleeds (Head Office)2023-01-01false0falsefalse 06213794 2023-12-31 06213794 2023-01-01 2023-12-31 06213794 2022-01-01 2022-12-31 06213794 2022-12-31 06213794 2022-01-01 06213794 1 2023-01-01 2023-12-31 06213794 1 2022-01-01 2022-12-31 06213794 d:Director1 2023-01-01 2023-12-31 06213794 d:Director2 2023-01-01 2023-12-31 06213794 d:Director3 2023-01-01 2023-12-31 06213794 d:Director3 2023-12-31 06213794 d:Director4 2023-01-01 2023-12-31 06213794 d:Director5 2023-01-01 2023-12-31 06213794 d:Director5 2023-12-31 06213794 d:RegisteredOffice 2023-01-01 2023-12-31 06213794 e:CurrentFinancialInstruments 2023-12-31 06213794 e:CurrentFinancialInstruments 2022-12-31 06213794 e:UKTax 2023-01-01 2023-12-31 06213794 e:UKTax 2022-01-01 2022-12-31 06213794 e:ShareCapital 2023-12-31 06213794 e:ShareCapital 2022-12-31 06213794 e:ShareCapital 2022-01-01 06213794 e:SharePremium 2023-01-01 2023-12-31 06213794 e:SharePremium 2023-12-31 06213794 e:SharePremium 2022-12-31 06213794 e:SharePremium 2022-01-01 06213794 e:RetainedEarningsAccumulatedLosses 2023-01-01 2023-12-31 06213794 e:RetainedEarningsAccumulatedLosses 2023-12-31 06213794 e:RetainedEarningsAccumulatedLosses 2022-01-01 2022-12-31 06213794 e:RetainedEarningsAccumulatedLosses 2022-12-31 06213794 e:RetainedEarningsAccumulatedLosses 2022-01-01 06213794 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2023-12-31 06213794 e:FinancialAssetsDesignatedFairValueThroughProfitOrLoss 2022-12-31 06213794 d:OrdinaryShareClass1 2023-01-01 2023-12-31 06213794 d:OrdinaryShareClass1 2023-12-31 06213794 d:OrdinaryShareClass1 2022-12-31 06213794 d:FRS102 2023-01-01 2023-12-31 06213794 d:Audited 2023-01-01 2023-12-31 06213794 d:FullAccounts 2023-01-01 2023-12-31 06213794 d:PrivateLimitedCompanyLtd 2023-01-01 2023-12-31 06213794 e:Subsidiary1 2023-01-01 2023-12-31 06213794 e:Subsidiary1 1 2023-01-01 2023-12-31 06213794 e:Subsidiary2 2023-01-01 2023-12-31 06213794 e:Subsidiary2 1 2023-01-01 2023-12-31 06213794 e:Subsidiary3 2023-01-01 2023-12-31 06213794 e:Subsidiary3 1 2023-01-01 2023-12-31 06213794 e:Subsidiary4 2023-01-01 2023-12-31 06213794 e:Subsidiary4 1 2023-01-01 2023-12-31 06213794 6 2023-01-01 2023-12-31 06213794 f:PoundSterling 2023-01-01 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 06213794










GLEEDS AMERICAS HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2023

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
R P Steer 
G E Harle 
M J Rowley (appointed 28 February 2024)
S Senior 
P J Bradbury (appointed 28 February 2024)




Registered number
06213794



Registered office
Aurora
Finzels Reach

Counterslip

Bristol

United Kingdom

BS1 6BX




Independent auditor
BDO LLP

Bridgewater House

Finzels Reach

Counterslip

Bristol

BS1 6BX





 
GLEEDS AMERICAS HOLDINGS LIMITED
 

CONTENTS



Page
Strategic Report
1
Directors' Report
2 - 3
Directors' Responsibilities Statement
4
Independent Auditor's Report
5 - 8
Profit and Loss Account
9
Balance Sheet
10
Statement of Changes in Equity
11
Statement of Cash Flows
12
Analysis of Net Debt
13
Notes to the Financial Statements
14 - 21


 
GLEEDS AMERICAS HOLDINGS LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The directors present the Strategic Report of Gleeds Americas Holdings Limited for the year ended 31
December 2023.

Business review
 
During the year the company continued to act as a holding company. The directors believe that its investments are performing satisfactorily. 

Results
 
The loss for the financial year amounted to £59 (2022: £56). The company had net assets of £359,308 (2022: £359,368). There were no dividends paid out during the year (2022: nil).

Principal risks and uncertainties
 
The company is acting as a holding company for several limited liability companies and the key identified business risk is considered to be the state of the construction and real estate markets of those investments, which continue to be closely monitored by directors.

Financial key performance indicators
 
The directors are of the opinion that using Key Performance Indicators is not necessary for an understanding of the business.


This report was approved by the board on 1 May 2025 and signed on its behalf.



................................................
G E Harle
Director

Page 1

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Principal activity

The principal activity of the company during the financial year was that of a holding company.

Going Concern

The parent company does not have any operating activity. It has negligible administrative expenses. The company will pay dividends to its parent, back-to-back, if it receives them from its subsidiaries and has sufficient distributable reserves. As a result, there are no cash flow considerations for the parent company. The Directors have assessed the Group’s finance position as part of the Gleeds partnership and are confident the Group can support the company’s financial position for a period of at least twelve months from the signing date of the financial statements.

Directors

The following directors of the company were also partners in the Gleeds UK and Gleeds (Head Office) partnerships: R P Steer, S Senior and G E Harle.
The company has no direct employees (2022: none). 

The directors who served during the year were:

R P Steer 
G E Harle 
S Senior 

Financial risk management

The company's operations expose it to a variety of financial risks, including the effects of interest rate risk and liquidity risk. The policies in place to mitigate the potential impact of these financial risks are as follows.
Liquidity risk
The company actively maintains an appropriate level of cash reserves that are available for operations.
Future developments
The directors expect the level of activity of the company's investments to continue to improve year on year due to organic growth within each country and each sector.

Directors' indemnities

Gleeds UK, the ultimate controlling party of Gleeds Americas Holdings Limited has made qualifying third party
indemnity provisions for the benefit of its directors which were made during the year and remain in force at the
date of this report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Page 2

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023

Post balance sheet events

On 24 December 2024 the Gleeds (Head Office) partnership was merged with the Gleeds UK partnership. On
1 January 2025 the trade and assets of Gleeds UK was transferred to Gleeds LLP, including the ownership of
Gleeds International Holdings Limited, the owner of Gleeds International Holdings (1995) Limited, which is the controlling party of Gleeds Americas Holdings Limited.

Auditor

On 9 October 2024 BDO LLP were appointed as auditor for the year ended 31 December 2023 and will be proposed for reappointment in accordance with Section 485 of the Companies Act 2006. The financial statements of the company were not previously audited.

This report was approved by the board and signed on its behalf.
 





................................................
G E Harle
Director

Date: 1 May 2025

Page 3

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Strategic Report, the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:

select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 4

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLEEDS AMERICAS HOLDINGS LIMITED
 

Qualified opinion on the financial statements

In our opinion, except for the effects of the matter described in the Basis for qualified opinion section, the financial statements:
give a true and fair view of the state of the Company’s affairs as at 31 December 2023 and its loss for the 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 have audited the financial statements of Gleeds Americas Holdings Limited (“the Company”) for the year ended 31 December 2023 which comprise Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, Statement of Cash Flows and Notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in the preparation of the financial statements 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). 

Basis for qualified opinion

As explained in note 2.1 the Company has not prepared group financial statements for the Company and its subsidiary undertakings, as is required in accordance with section 399 of the Companies Act 2006 and FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”. Had Group financial statements been prepared then additional financial statements would have been presented in addition to those prepared, which are those of the Company only.

The Directors’ report and Strategic report do not consider the effects of the failure to prepare group financial statements and only include the results of the Company. As these should include the results of the Group, the business review, key performance indicators, going concern assessment and financial risk management sections do not comply with the applicable legal requirements.
 
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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
 
Independence 

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. 
 
Other Matter
 
The corresponding figures included within the financial statements are unaudited.

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.
 
Page 5

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLEEDS AMERICAS HOLDINGS LIMITED
 

Other information 
 
The Directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our auditor’s report thereon. 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.
 
Other Companies Act 2006 reporting

Except for the effects of the matter described in the Basis for Qualified Opinion section of our report, in our opinion, based on the work undertaken in the course of the audit: 

the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements.
the Strategic report and the Directors’ report have been prepared in accordance with applicable legal    requirements.

Except for the matter described in the Basis for Qualified Opinion section of our report, 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 Strategic Report and 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 by the Company, or returns adequate for our audit; 
have not been received from branches not visited by us; or 
the Company financial statements are not in agreement with the accounting records and returns; or 
certain disclosures of Directors’ remuneration specified by law are not made; or 
we have not received all the information and explanations we require for our audit.
 
Responsibilities of Directors 

As explained more fully in the Statement of Directors Responsibilities, 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. 
Page 6

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLEEDS AMERICAS HOLDINGS LIMITED
 


Extent to which the audit was capable of detecting irregularities, including fraud 

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 extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below: 

Obtaining an understanding of the legal and regulatory frameworks that are applicable to the Company. These include, but are not limited to, compliance with the Companies Act, United Kingdom Generally Accepted Accounting Practice and the tax legislation. 
Making enquiries of management of the Company policies and procedures relating to: 
°Identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; and  
°Detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud.  
Reviewing minutes of the board of directors in order to identify any instances of fraud or non-compliance with laws and regulations.  
Assessing the susceptibility of the financial statements to material misstatement, including how fraud might occur in the financial statements and any potential indicators of fraud. We identified potential for fraud in the following areas and performed the following procedures: 
°Communicating relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.  
°Management override of controls: we evaluated managements’ incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to manipulate financial results and management bias in accounting estimates and judgements. Audit procedures performed included identifying and testing journal entries, in particular any journal entries between unusual balance combinations and post year end journals.  

Non-compliance with laws and regulations 

Based on: 
Our understanding of the Company and the industry in which it operates; 
Discussion with management and those charged with governance; and 
Obtaining and understanding of the Company’s policies and procedures regarding compliance with laws and regulations,
we considered the significant laws and regulations to be Financial Reporting Standard applicable to the UK and republic of Ireland (FRS 102) and Companies Act 2006. 

The Company is also subject to laws and regulations where the consequence of non compliance could have a material effect on the amount or disclosures in the financial statements, for example through the imposition of fines or litigations. 

Our procedures in respect of the above included: 
Review of minutes of meeting of those charged with governance for any instances of non-compliance with laws and regulations; 
Review of financial statement disclosures and agreeing to supporting documentation. 
Page 7

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GLEEDS AMERICAS HOLDINGS LIMITED
 

Fraud 

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: 
Enquiry with management and those charged with governance regarding any known or suspected instances of fraud; 
Obtaining an understanding of the Company’s policies and procedures relating to: 
°Detecting and responding to the risks of fraud; and 
°Internal controls established to mitigate risks related to fraud. 
Review of minutes of meeting of those charged with governance for any known or suspected instances of fraud; 
Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and 
Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud.

Based on our risk assessment, we considered the area most susceptible to fraud to be management bias in accounting estimates. 

Our procedures in respect of the above included a review of estimates and judgements applied by Management in the financial statements to assess their appropriateness and the existence of systematic bias.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members who were all deemed to have appropriate competence and capabilities and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. 

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that 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, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. 

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. 

Use of our report 

This report is made solely to the Company’s members, as a body, 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 members those matters we are required to state to them 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 members as a body, for our audit work, for this report, or for the opinions we have formed.


 
Sarah Applegate (Senior statutory auditor)  
For and on behalf of BDO LLP, Statutory Auditor
Bristol, UK
01 May 2025

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).
Page 8

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023

Unaudited
2023
2022
Note
£
£

  

Turnover
  
-
-

Gross profit
  
-
-

Administrative expenses
  
(59)
(56)

Operating loss
  
(59)
(56)

Loss for the financial year
  
(59)
(56)

There are no items of other comprehensive income for 2023 or 2022 other than the loss for the yearAs a result, no separate Statement of Comprehensive Income has been presented.

The notes on pages 14 to 21 form part of these financial statements.

Page 9

 
GLEEDS AMERICAS HOLDINGS LIMITED

BALANCE SHEET
AS AT 31 DECEMBER 2023

Unaudited
2023
2022
Note
£
£

Fixed assets
  

Investments
 8 
335,221
335,279

  
335,221
335,279

Current assets
  

Debtors: amounts falling due within one year
 9 
35,556
35,499

Cash at bank and in hand
 10 
152
116

  
35,708
35,615

Creditors: amounts falling due within one year
 11 
(11,620)
(11,526)

Net current assets
  
24,088
24,089

Total assets less current liabilities
  
359,309
359,368

Provisions for liabilities
  

Net assets
  
359,309
359,368


Capital and reserves
  

Called up share capital 
 13 
6,921
6,921

Share premium account
 14 
319,503
319,503

Profit and loss account
 14 
32,885
32,944

Equity attributable to owners of the parent Company
  
359,309
359,368

  
359,309
359,368




The financial statements were approved and authorised for issue by the board and were signed on its behalf on 1 May 2025.




................................................
G E Harle
Director

The notes on pages 14 to 21 form part of these financial statements.

Page 10

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
6,921
319,503
33,000
359,424


Comprehensive income for the year

Loss for the year
-
-
(56)
(56)



At 1 January 2023
6,921
319,503
32,944
359,368


Comprehensive income for the year

Loss for the year
-
-
(59)
(59)


At 31 December 2023
6,921
319,503
32,885
359,309


The notes on pages 14 to 21 form part of these financial statements.

Page 11

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
£
£

Cash flows from operating activities

Loss for the financial year
(59)
(56)

Adjustments for:

(Increase)/decrease in amounts owed by groups
(57)
-

(Decrease) in creditors
(125)
(1)

Increase in amounts owed to groups
219
-

Disposal of investment
58
-

Net cash generated by/(used in) operating activities

36
(57)




Net increase/(decrease) in cash and cash equivalents
36
(57)

Cash and cash equivalents at beginning of year
116
173

Cash and cash equivalents at the end of year
152
116


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
152
116

152
116


The notes on pages 14 to 21 form part of these financial statements.

Page 12

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2023




At 1 January 2023
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

116

36

152


116
36
152

The notes on pages 14 to 21 form part of these financial statements.

Page 13

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Gleeds Americas Holdings Limited (the "company") acted as a holding company for a number of Group
companies registered in North America and South America.
The Company is a private company limited by shares and is incorporated and domiciled in the United
Kingdom and registered in England and Wales. The address of its registered office is Aurora, Finzels Reach, Counterslip, Bristol, BS1 6BX.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

Complexities in working through a first-time consolidation have prevented the timely and satisfactory conclusion of the Group audit process, resulting in failure to prepare consolidated financial statements. To address this going forward, a dedicated Group Finance team has been put in place to focus on completing the required consolidations.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The parent company does not have any operating activity. It has negligible administrative expenses. The company will pay dividends to its parent, back-to-back, if it receives them from its subsidiaries and has sufficient distributable reserves. As a result, there are no cash flow considerations for the parent company. The Directors have assessed the Group’s finance position as part of the Gleeds partnership and are confident the Group can support the company’s financial position for a period of at least twelve months from the signing date of the financial statements.

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Profit and Loss Account within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

Page 14

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.4

Taxation

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.

 
2.5

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.6

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

In the Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Company's cash management.

Page 15

 
GLEEDS AMERICAS HOLDINGS LIMITED
 

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

2.Accounting policies (continued)

 
2.7

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

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

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 the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). 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 creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors 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.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the
circumstances.
Impairment of investments
The company considers whether its investments in subsidiaries are impaired. An impairment occurs where the recoverable value of the investment (being the higher of their disposal value or future cash flows generated) is lower than the net book value. Any impairment charge is recognised in the Profit and Loss Account.

Page 16

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

4.


Auditor's remuneration

The audit fee for the year ended 31 December 2023 is £9,750 and will be paid by Gleeds UK on behalf of Gleeds Americas Holdings Limited. The financial statements of the company were not previously audited.

5.


Employees




The Company has no employees other than the directors, who did not receive any remuneration (2022 - £NIL).


6.


Directors' remuneration

In respect of the directors who are also equity partners of Gleeds UK, they are remunerated by that partnership. Gleeds UK does not make a recharge to the company.





7.


Taxation


Unaudited
2023
2022
£
£



Current tax on profits for the year
-
-


-
-


Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-

Factors affecting tax charge for the year

There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 23.5% (2022 - 19%).



Factors that may affect future tax charges

There were no factors that may affect future tax charges.



Page 17

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

8.


Fixed asset investments





Investments in subsidiary companies

£



Cost or valuation


At 1 January 2023
335,279


Disposals
(58)



At 31 December 2023
335,221




The movement of £58 represents the disposal of the 0.2% shareholding in Gleeds del Peru S.A.C. 


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Gleeds USA Holdings Inc
115 Perimeter Center Place, Suite 800, Atlanta, GA 30346
Ordinary
86.86%
Gleeds Ecuador GLDS Cia. Ltda
Avenida 12 de Octubre y Cordero, Edificio World Trade Centre, Oficina 1207, Quito 70517
Ordinary
99%
Gleeds Construction Consultancy Canada Inc
401 West Georgia Street, Vancouver, British Columbia, Canada, V6B 5A1
Ordinary
100%
Gleeds del Peru S.A.C.
Av. General Cordova #313, Urb. Santa Cruz
Lima, Peru
Ordinary
0.2%




Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Gleeds USA Inc
115 Perimeter Center Place, Suite 800, Atlanta, GA 30346
Ordinary
100%
Gleeds Mexico Sociedad de Responsabilidad Limitada de CV
Calle 200-5 Del Valle Orient, Avenida Eugenio Garza la Guera, Piso 6 A 10 Nuevo Leon, 66260
Ordinary
100%



Page 18

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

9.


Debtors

Unaudited
2023
2022
£
£


Amounts owed by group undertakings
35,556
35,499

35,556
35,499


Amounts owed by group undertakings include loans and balances due from subsidiaries and other
related entities, comprising non-interest-bearing loans.


10.


Cash and cash equivalents

Unaudited
2023
2022
£
£

Cash at bank and in hand
152
116

152
116



11.


Creditors: Amounts falling due within one year

Unaudited
2023
2022
£
£

Amounts owed to group undertakings
11,620
11,400

Other creditors
-
121

Accruals and deferred income
-
5

11,620
11,526


Amounts owed to group undertakings include loans and balances due to subsidiaries and other
related entities, comprising non-interest-bearing loans.

Page 19

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

12.


Financial instruments

2023
2022
£
£

Financial assets


Financial assets that are debt instruments measured at amortised cost
35,557
35,500


Financial liabilities


Financial liabilities measured at amortised cost
11,620
11,526


Financial assets measured at amortised cost comprise amounts owed by group undertakings.
Financial liabilities measured at amortised cost comprise amounts owed to group undertakings.


13.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



6,921 (2022 - 6,921) ordinary shares of £1.00 each
6,921
6,921



14.


Reserves

Share premium account

The share premium account includes the premium on issue of equity shares, net of any issue costs.

Profit and loss account

The profit and loss account represents the accumulated profits, losses and distributions of the company.


15.


Related party transactions

At the year end the company owed £11,620 (2022: £11,400) to the Gleeds UK partnership and companies.
At the year end the company was owed £35,557 (2022: £35,500) from the Gleeds UK partnership and companies.
No services were acquired from the Gleeds UK partnership or other Gleeds companies in the year (2022: nil)

Page 20

 
GLEEDS AMERICAS HOLDINGS LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Controlling party

Gleeds International Holdings (1995) Limited, a company registered in the UK  (Company number 03082140), owns 100% of the total issued share capital of Gleeds Americas Holdings Ltd. 
The two partnerships, Gleeds UK and Gleeds (Head Office) own and control 100% of the total issued share capital of Gleeds International Holdings Limited, the controlling party of Gleeds International Holdings (1995) Limited, and are therefore the ultimate controlling parties of Gleeds Americas Holdings Limited.
On 24 December 2024 the Gleeds (Head Office) partnership was merged with the Gleeds UK partnership. On 1 January 2025 the trade and assets of Gleeds UK was transferred to Gleeds LLP, including the ownership of Gleeds International Holdings Limited, and therefore also the ultimate ownership of Gleeds International Holdings (1995) Limited and Gleeds Americas Holdings Limited.

Page 21