| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| BLACKTHORNS 61 LIMITED |
| PREVIOUSLY KNOWN AS |
| GMS REALISATIONS TWO LIMITED |
| REGISTERED NUMBER: |
| STRATEGIC REPORT, REPORT OF THE DIRECTOR AND |
| FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2024 |
| FOR |
| BLACKTHORNS 61 LIMITED |
| PREVIOUSLY KNOWN AS |
| GMS REALISATIONS TWO LIMITED |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| CONTENTS OF THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| Page |
| Company Information | 1 |
| Strategic Report | 2 |
| Report of the Director | 3 |
| Report of the Independent Auditors | 5 |
| Statement of Income and Retained Earnings | 8 |
| Balance Sheet | 9 |
| Notes to the Financial Statements | 10 |
| BLACKTHORNS 61 LIMITED |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| COMPANY INFORMATION |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| DIRECTOR: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants |
| and Registered Auditors |
| Admiral House |
| Waterfront East |
| Brierley Hill |
| West Midlands |
| DY5 1XG |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| STRATEGIC REPORT |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The director presents his strategic report for the year ended 31 August 2024. |
| REVIEW OF BUSINESS |
| The company has not traded during the year. |
| The subsidiary company, GMS Security Services Limited, continued to provide, on a national basis, security services encompassing licensed activities such as manned guarding, mobile patrols, key holding and security reviews. |
| GMS Security Services Limited made a profit after taxation of £224,755 for the year (2023 - loss £16,171). |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The key principal risk and uncertainty is that facing the subsidiary company, being a rising cost base which is driven by factors outside their control. This predominantly relates to employment law legislation and the company's policy to provide competitive employment contracts to its workforce. |
| Pending legislation under business licensing within the security sector is still an unknown and pending the impact of Brexit. The director does not believe there to be any other significant risks. |
| FINANCIAL KEY PERFORMANCE INDICATORS |
| As this company does not trade there are no key indicators, other than those impacting its subsidiary company, being: |
| - | Turnover, Gross Profit, ACS Audit Scoring etc. |
| - | Operations: Client satisfaction, customer complaints etc. |
| - | Officer: Annual appraisal, 360 feedback etc. |
| - | Environment: ISO14001 management |
| ON BEHALF OF THE BOARD: |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| The director presents his report with the financial statements of the company for the year ended 31 August 2024. |
| CHANGE OF NAME |
| The company passed a special resolution on 29 October 2024 changing its name from GMS Realisations Two Limited to Blackthorns 61 Limited. |
| PRINCIPAL ACTIVITY |
| The principal activity of the company in the year under review was that of an investment holding company. |
| DIVIDENDS |
| Dividends voted during the year totalled £172,214 (2023 - £132,930). |
| DIRECTOR |
| STATEMENT OF DIRECTOR'S RESPONSIBILITIES |
| The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations. |
| Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to: |
| - | select suitable accounting policies and then apply them consistently; |
| - | make judgements 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 director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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. |
| STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS |
| So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| REPORT OF THE DIRECTOR |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| AUDITORS |
| The auditors, Blackthorns, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BLACKTHORNS 61 LIMITED |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| Opinion |
| We have audited the financial statements of Blackthorns 61 Limited (the 'company') for the year ended 31 August 2024 which comprise the Statement of Income and Retained Earnings, Balance Sheet and Notes to the Financial Statements, including a summary of 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 31 August 2024 and of its profit 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. |
| Basis for opinion |
| 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 Auditors' 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 director's 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 director with respect to going concern are described in the relevant sections of this report. |
| Other information |
| The director is responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors 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. |
| In connection with our audit of the financial statements, 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 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. |
| Opinions on other matters prescribed by the Companies Act 2006 |
| In our opinion, based on the work undertaken in the course of the audit: |
| - | the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
| - | the Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BLACKTHORNS 61 LIMITED |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| 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 Strategic Report or the Report of the Director. |
| We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or |
| - | we have not received all the information and explanations we require for our audit. |
| Responsibilities of director |
| As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so. |
| Auditors' 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 a Report of the Auditors 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| Based on our understanding of the company and industry we did not identify any risks of non compliance with laws and regulations that would impact on the company's ability to trade or have a material impact on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and UK tax legislation. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risk was regarding the value of the investment in subsidiaries. Audit procedures performed included: |
- |
discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud; |
| - | reviewing correspondence for any issues of non-compliance; |
| - | review of the going concern position of subsidiary companies |
| 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 or collusion. |
| A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| BLACKTHORNS 61 LIMITED |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| 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 a Report of the Auditors 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. |
| for and on behalf of |
| Chartered Accountants |
| and Registered Auditors |
| Admiral House |
| Waterfront East |
| Brierley Hill |
| West Midlands |
| DY5 1XG |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| STATEMENT OF INCOME AND RETAINED EARNINGS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ |
| TURNOVER |
| OPERATING PROFIT |
| Income from shares in group undertakings |
| PROFIT BEFORE TAXATION |
| Tax on profit | 4 |
| PROFIT FOR THE FINANCIAL YEAR |
| Dividends | 5 | ( |
) | ( |
) |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| BALANCE SHEET |
| 31 AUGUST 2024 |
| 31.8.24 | 31.8.23 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Investments | 6 |
| CREDITORS |
| Amounts falling due within one year | 7 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 8 |
| Other reserves | 9 |
| SHAREHOLDERS' FUNDS |
| The financial statements were approved by the director and authorised for issue on |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| NOTES TO THE FINANCIAL STATEMENTS |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 1. | STATUTORY INFORMATION |
| Blackthorns 61 Limited is a private company, limited by shares, registered in England and Wales, registered number 08321338. Its registered office is Admiral House, Waterfront East, Brierley Hill, West Midlands, DY5 1XG. |
| The financial statements are presented in Sterling, which is the functional currency of the company. |
| 2. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Financial Reporting Standard 102 - reduced disclosure exemptions |
| The company has taken advantage of the following disclosure exemption in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
| • | the requirements of Section 7 Statement of Cash Flows. |
| Preparation of consolidated financial statements |
| The financial statements contain information about Blackthorns 61 Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 399(2A) of the Companies Act 2006 from the requirements to prepare consolidated financial statements. |
| Investments in subsidiaries |
| Investments in subsidiary undertakings are recognised at cost. |
| Taxation |
| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Going concern |
| At the time of approving the financial statements, the director has a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the director continues to adopt the going concern basis of accounting in preparing the financial statements. |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 3. | EMPLOYEES AND DIRECTORS |
| There were no staff costs for the year ended 31 August 2024 nor for the year ended 31 August 2023. |
| The average number of employees during the year was as follows: |
| 31.8.24 | 31.8.23 |
| Directors |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Director's remuneration |
| 4. | TAXATION |
| Analysis of the tax charge |
| No liability to UK corporation tax arose for the year ended 31 August 2024 nor for the year ended 31 August 2023. |
| 5. | DIVIDENDS |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Ordinary shares of £1 each |
| Final |
| 6. | FIXED ASSET INVESTMENTS |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 1 September 2023 |
| and 31 August 2024 |
| NET BOOK VALUE |
| At 31 August 2024 |
| At 31 August 2023 |
| 7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| 31.8.24 | 31.8.23 |
| £ | £ |
| Amounts owed to group undertakings |
| BLACKTHORNS 61 LIMITED (REGISTERED NUMBER: 08321338) |
| PREVIOUSLY KNOWN AS GMS REALISATIONS TWO LIMITED |
| NOTES TO THE FINANCIAL STATEMENTS - continued |
| FOR THE YEAR ENDED 31 AUGUST 2024 |
| 8. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 31.8.24 | 31.8.23 |
| value: | £ | £ |
| Ordinary | £1 | 69 | 69 |
| 9. | RESERVES |
| Retained | Other |
| earnings | reserves | Totals |
| £ | £ | £ |
| At 1 September 2023 | 467,937 |
| Profit for the year | - |
| Dividends | ( |
) | - | ( |
) |
| At 31 August 2024 | 467,937 |
| 10. | RELATED PARTY DISCLOSURES |
| The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| 11. | ULTIMATE CONTROLLING PARTY |
| Until 28 October 2024, N Male and E Newman-Male were considered to be the ultimate controlling parties by virtue of their joint controlling interest in GMS Group of Companies Limited. The largest and smallest group in which the consolidated results of the company are available is headed by GMS Group of Companies Limited. Consolidated accounts are available from Companies House, Cardiff, CF14 3UZ. |
| From 28 October 2024, N Male is considered to be the ultimate controlling party due to his control of GMS Realisation Group Limited, the new ultimate parent company of the group. |