Caseware UK (AP4) 2023.0.135 2023.0.135 2024-05-312025-05-292025-05-292024-05-312024-05-31The 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. small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities2025-05-29The auditors' report on the financial statements for the year ended 31 May 2024 was unqualified. In our opinion the financial statements: give a true and fair view of the state of the Company's affairs as at 31 May 2024 and of 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 2006.2025-05-29false22023-06-01falsefalse1true 05505323 2023-06-01 2024-05-31 05505323 2022-06-01 2023-05-31 05505323 2024-05-31 05505323 2023-05-31 05505323 2022-06-01 05505323 1 2023-06-01 2024-05-31 05505323 1 2022-06-01 2023-05-31 05505323 2 2023-06-01 2024-05-31 05505323 2 2022-06-01 2023-05-31 05505323 5 2023-06-01 2024-05-31 05505323 5 2022-06-01 2023-05-31 05505323 6 2023-06-01 2024-05-31 05505323 6 2022-06-01 2023-05-31 05505323 1 2023-06-01 2024-05-31 05505323 d:Exceptional 2023-06-01 2024-05-31 05505323 d:Exceptional 2022-06-01 2023-05-31 05505323 e:Director1 2023-06-01 2024-05-31 05505323 e:Director1 2024-05-31 05505323 e:Director2 2023-06-01 2024-05-31 05505323 e:Director2 2024-05-31 05505323 e:Director4 2023-06-01 2024-05-31 05505323 e:Director4 2024-05-31 05505323 e:RegisteredOffice 2023-06-01 2024-05-31 05505323 d:CurrentFinancialInstruments 2024-05-31 05505323 d:CurrentFinancialInstruments 2023-05-31 05505323 d:CurrentFinancialInstruments 1 2024-05-31 05505323 d:CurrentFinancialInstruments 1 2023-05-31 05505323 d:CurrentFinancialInstruments 6 2024-05-31 05505323 d:CurrentFinancialInstruments 6 2023-05-31 05505323 d:Non-currentFinancialInstruments 2024-05-31 05505323 d:Non-currentFinancialInstruments 2023-05-31 05505323 d:Non-currentFinancialInstruments 1 2024-05-31 05505323 d:Non-currentFinancialInstruments 1 2023-05-31 05505323 d:Non-currentFinancialInstruments 6 2024-05-31 05505323 d:Non-currentFinancialInstruments 6 2023-05-31 05505323 d:CurrentFinancialInstruments d:WithinOneYear 2024-05-31 05505323 d:CurrentFinancialInstruments d:WithinOneYear 2023-05-31 05505323 d:Non-currentFinancialInstruments d:AfterOneYear 2024-05-31 05505323 d:Non-currentFinancialInstruments d:AfterOneYear 2023-05-31 05505323 d:ShareCapital 2023-06-01 2024-05-31 05505323 d:ShareCapital 2024-05-31 05505323 d:ShareCapital 2022-06-01 2023-05-31 05505323 d:ShareCapital 2023-05-31 05505323 d:ShareCapital 2022-06-01 05505323 d:OtherMiscellaneousReserve 2023-06-01 2024-05-31 05505323 d:OtherMiscellaneousReserve 2024-05-31 05505323 d:OtherMiscellaneousReserve 1 2023-06-01 2024-05-31 05505323 d:OtherMiscellaneousReserve 2 2023-06-01 2024-05-31 05505323 d:OtherMiscellaneousReserve 2022-06-01 2023-05-31 05505323 d:OtherMiscellaneousReserve 2023-05-31 05505323 d:OtherMiscellaneousReserve 2022-06-01 05505323 d:OtherMiscellaneousReserve 1 2022-06-01 2023-05-31 05505323 d:OtherMiscellaneousReserve 2 2022-06-01 2023-05-31 05505323 d:MergerReserve 2023-06-01 2024-05-31 05505323 d:MergerReserve 2024-05-31 05505323 d:MergerReserve 1 2023-06-01 2024-05-31 05505323 d:MergerReserve 2 2023-06-01 2024-05-31 05505323 d:MergerReserve 2022-06-01 2023-05-31 05505323 d:MergerReserve 2023-05-31 05505323 d:MergerReserve 2022-06-01 05505323 d:MergerReserve 1 2022-06-01 2023-05-31 05505323 d:MergerReserve 2 2022-06-01 2023-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2023-06-01 2024-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2024-05-31 05505323 d:RetainedEarningsAccumulatedLosses 1 2023-06-01 2024-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2 2023-06-01 2024-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2022-06-01 2023-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2023-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2022-06-01 05505323 d:RetainedEarningsAccumulatedLosses 1 2022-06-01 2023-05-31 05505323 d:RetainedEarningsAccumulatedLosses 2 2022-06-01 2023-05-31 05505323 d:TaxLossesCarry-forwardsDeferredTax 2024-05-31 05505323 d:TaxLossesCarry-forwardsDeferredTax 2023-05-31 05505323 d:RetirementBenefitObligationsDeferredTax 2024-05-31 05505323 d:RetirementBenefitObligationsDeferredTax 2023-05-31 05505323 e:OrdinaryShareClass1 2023-06-01 2024-05-31 05505323 e:OrdinaryShareClass1 2024-05-31 05505323 e:OrdinaryShareClass1 2023-05-31 05505323 e:FRS102 2023-06-01 2024-05-31 05505323 e:Audited 2023-06-01 2024-05-31 05505323 e:FullAccounts 2023-06-01 2024-05-31 05505323 e:PrivateLimitedCompanyLtd 2023-06-01 2024-05-31 05505323 e:SmallCompaniesRegimeForAccounts 2023-06-01 2024-05-31 05505323 2 2023-06-01 2024-05-31 05505323 4 2023-06-01 2024-05-31 05505323 f:PoundSterling 2023-06-01 2024-05-31 iso4217:GBP xbrli:shares xbrli:pure
Registered number: 05505323










GH BRIGHTON LIMITED

AUDITED
DIRECTORS' REPORT
AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED
31 MAY 2024
 






 



 






 
GH BRIGHTON LIMITED
 

COMPANY INFORMATION


Directors
Mr R J Austin (resigned 23 June 2023)
Mr N D Taee (resigned 23 June 2023)
Mr N S Parker (appointed 23 June 2023)




Registered number
05505323



Registered office
Albany House
Claremont Lane

Esher

Surrey

KT10 9FQ




Independent auditors
Wellden Turnbull Limited
Chartered Accountants & Statutory Auditors

Albany House

Claremont Lane

Esher

Surrey

KT10 9FQ





 
GH BRIGHTON LIMITED
 

CONTENTS



Page
Directors' report
 
 
1 - 2
Independent auditors' report
 
 
3 - 6
Statement of comprehensive income
 
 
7
Balance sheet
 
 
8
Statement of changes in equity
 
 
9
Notes to the financial statements
 
 
10 - 21


 
GH BRIGHTON LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MAY 2024

The Director presents their report and the financial statements for the year ended 31 May 2024.

Directors' responsibilities statement

The Directors are responsible for preparing 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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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.

Principal activity

The Company's principal activity during the year continued to be the provision of intermediate finance.

Results and dividends

The loss for the year, after taxation, amounted to £4,415,840 (2023 - profit £526,873).

No dividends were declared in either the current or prior period.

Directors

The Directors who served during the year were:

Mr R J Austin (resigned 23 June 2023)
Mr N D Taee (resigned 23 June 2023)
Mr N S Parker (appointed 23 June 2023)

Page 1

 
GH BRIGHTON LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MAY 2024

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.
 

Auditors
 
Under section 487(2) of the Companies Act 2006, Wellden Turnbull Limited will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the regulator, whichever is earlier.

Small companies note

In preparing this report, the Directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

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





Mr N S Parker
Director

Date: 29 May 2025

Page 2

 
GH BRIGHTON LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH BRIGHTON LIMITED
UNDER SECTION 449 OF THE COMPANIES ACT 2006
 

Opinion


We have audited the financial statements of GH Brighton Limited (the 'Company') for the year ended 31 May 2024, which comprise the statement of comprehensive income, the balance sheet, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 May 2024 and of 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.


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 United Kingdom, including the Financial Reporting Council'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.


Emphasis of matter


We draw attention to note 2.12 of the financial statements, which describes the accounting treatment for fair value gains and losses on financial instrument swaps held by the Company. Our opinion is not modified in this respect.


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 3

 
GH BRIGHTON LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH BRIGHTON LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006


Other information


The other information comprises the information included in the Director's Report other than the financial statements and  our auditors' report thereon.  The Directors are responsible for the other information contained within the Director's 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.


Opinion 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 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 Directors' 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' exemptions 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 set out on page 1, 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.


Page 4

 
GH BRIGHTON LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH BRIGHTON LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006


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 an auditors' 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.


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. We have identified the greatest risk of a material impact on the financial statements from irregularities, including fraud, to relate to the timing and recognition of revenue, the valuation of loans held at amortised cost and said recoverability of such loans, the recognition of swaps at fair value, and the override of controls by management. We have obtained an understanding of the legal and regulatory frameworks that the Company operates within including both those that directly have an impact on the financial statements and more widely those for which non-compliance could have a significant impact on the Company’s operations and reputation. We have identified The Companies Act 2006 and UK tax law in this regard. Auditing standards limit the required procedures as to non-compliance with laws and regulations to enquiries of those charged with governance and review of any applicable correspondence.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Enquiry of management and those charged with governance as to actual and potential litigation and claims;

Enquiry of management and those charged with governance to identify any instances of non-compliance with laws and regulations;

Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias;

Assessing the reasonableness of revenue recognised in the period based on contractual terms and obligations of the Company's debtor loan and the requirement of accounting standards;

Reviewing and challenging the underlying assumptions and valuation methodology used for the valuation of the Company's loans including assessing the reasonableness of valuation inputs and assumptions in the context of market available data to assess for indicators of management bias;

Reviewing and challenging the underlying assumptions and valuation methodology used for the fair valuation of the Company's swap instruments including assessing the reasonableness of valuation inputs and assumptions in the context of market available data to assess for indicators of management bias; and

Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 auditors' report.
Page 5

 
GH BRIGHTON LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GH BRIGHTON LIMITED (CONTINUED)
UNDER SECTION 449 OF THE COMPANIES ACT 2006




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 2006Our 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 auditors' 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.





Mark Nelligan FCA (Senior Statutory Auditor)
  
for and on behalf of
Wellden Turnbull Limited
 
Chartered Accountants
Statutory Auditors
  
Albany House
Claremont Lane
Esher
Surrey
KT10 9FQ

29 May 2025
Page 6

 
GH BRIGHTON LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MAY 2024

2024
2023
Note
£
£

  

Turnover
  
2,090,233
2,086,335

Cost of sales
  
(1,670,934)
(1,754,718)

Gross profit
  
419,299
331,617

Administrative expenses
  
(15,390)
(21,600)

Exceptional expenses
 5 
(4,928,829)
-

Other operating charges
  
(364,741)
(441,333)

Operating loss
  
(4,889,661)
(131,316)

Interest receivable and similar income
  
2,150,563
2,741,061

Interest payable and similar expenses
  
(1,506,146)
(1,952,358)

(Loss)/profit before tax
  
(4,245,244)
657,387

Tax on (loss)/profit
  
(170,596)
(130,514)

(Loss)/profit for the financial year
  
(4,415,840)
526,873

Other comprehensive income for the year
  

Fair value losses on swaps
  
(1,586,456)
(3,083,576)

Deferred tax arising on fair value adjustments
  
396,613
770,900

Other comprehensive income for the year
  
(1,189,843)
(2,312,676)

Total comprehensive income for the year
  
(5,605,683)
(1,785,803)

There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.

The notes on pages 10 to 21 form part of these financial statements.

Page 7

 
GH BRIGHTON LIMITED
REGISTERED NUMBER: 05505323

BALANCE SHEET
AS AT 31 MAY 2024

2024
2023
                                                                           Note
£
£

  

Current assets
  

Debtors: amounts falling due after more than one year
 5 
58,604,786
60,810,543

Deferred tax asset
 10 
1,220,815
1,224,122

Debtors: amounts falling due within one year
 5 
2,571,220
6,702,585

Cash at bank and in hand
 6 
17,982
203,156

  
62,414,803
68,940,406

Current liabilities
  

Creditors: amounts falling due within one year
 7 
(2,936,427)
(2,686,391)

Net current assets
  
 
 
59,478,376
 
 
66,254,015

Total assets less current liabilities
  
59,478,376
66,254,015

Creditors: amounts falling due after more than one year
 8 
(44,019,138)
(44,789,174)

Provisions for liabilities
  

Deferred tax liability
 10 
(5,178,508)
(5,578,428)

  
 
 
(5,178,508)
 
 
(5,578,428)

Net assets
  
10,280,730
15,886,413


Capital and reserves
  

Called up share capital 
 11 
2
2

Other reserves
 12 
(82,106)
(82,106)

Fair value reserve
 12 
11,873,078
13,062,921

Profit and loss account
 12 
(1,510,244)
2,905,596

  
10,280,730
15,886,413


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

Mr N S Parker
Director

Date: 29 May 2025

The notes on pages 10 to 21 form part of these financial statements.

Page 8

 
GH BRIGHTON LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MAY 2024


Called up share capital
Other reserves
Fair value reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 June 2023
2
(82,106)
13,062,921
2,905,596
15,886,413


Comprehensive income for the year

Loss for the year
-
-
-
(4,415,840)
(4,415,840)

Fair value movement on swaps
-
-
(1,586,456)
-
(1,586,456)

Deferred tax arising on fair value adjustments
-
-
396,613
-
396,613
Total comprehensive income for the year
-
-
(1,189,843)
(4,415,840)
(5,605,683)


At 31 May 2024
2
(82,106)
11,873,078
(1,510,244)
10,280,730



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


Called up share capital
Other reserves
Fair value reserve
Profit and loss account
Total equity

£
£
£
£
£

At 1 June 2022
2
(82,106)
15,375,597
2,378,723
17,672,216


Comprehensive income for the year

Profit for the year
-
-
-
526,873
526,873

Fair value loss on swaps
-
-
(3,083,576)
-
(3,083,576)

Deferred tax arising on fair value adjustments
-
-
770,900
-
770,900
Total comprehensive income for the year
-
-
(2,312,676)
526,873
(1,785,803)


At 31 May 2023
2
(82,106)
13,062,921
2,905,596
15,886,413


The notes on pages 10 to 21 form part of these financial statements.

Page 9

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

1.


General information

GH Brighton Limited is a private company, limited by shares and incorporated in England and Wales, registered number 05505323. The registered address is Albany House, Claremont Lane, Esher, Surrey, KT10 9FQ. 

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. 
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 and rounded to the nearest £.
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 the Republic of Ireland, including the disclosure and presentation requirements of Section 1A applicable to small companies, with the exception of the matters set out within note 2.12.

  
2.3

Post balance sheet events

Events occurring after the balance sheet date that provide additional evidence of conditions existing at the reporting date are considered adjusting events, and the financial statements are adjusted accordingly.
Non-adjusting post-balance sheet events are those that indicate conditions arising after the reporting date. No adjustments have been made in respect of the cessation of rental payments by a key tenant of a related party, as this is deemed a non-adjusting event. Management continues to monitor the situation for any future financial impact.

Page 10

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

  
2.4

Going concern

The financial statements have been prepared on a going concern basis. In assessing the appropriateness of the going concern basis of preparation the directors have taken into account the key risks of the business and have considered the Company’s business model and availability of cash resources. The Company is part of a financing structure, has pre-arranged finance and is projected to trade profitably over the structure term. The Company is projected to have sufficient cash flows to meet its debts as they fall due and further has the support of fellow group companies if required.
The director has considered the impact of the post-balance sheet (refer to note 14) and the resulting loan default event on the Company’s going concern assessment. The director cites that the Company’s lenders have agreed to take no enforcement action at present, although they reserve their rights to do so. The director also cites that legal action is underway by the Company’s borrower to recoup amounts owed from its tenant or the tenant’s guarantor. 
Having undertaken this assessment, the Director considers it appropriate to prepare the financial statements on a going concern basis.

  
2.5

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 derived from interest which is recognised using the effective interest method, which takes into account related fees and transaction costs.

 
2.6

Interest payable

Interest payable is recognised using the effective interest method, which takes into account related fees and transaction costs. Interest payable is included within cost of sales as it is lending directly attributable to the interest receivable recognised as revenue.

Page 11

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year 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.

 
2.8

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
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

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.

 
2.11

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.

Page 12

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

 
2.12

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.

The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.

Financial instruments are recognised in the Company's balance sheet 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 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 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.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

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.

Page 13

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)


2.12
Financial instruments (continued)

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 instruments

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 14

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

2.Accounting policies (continued)

  
2.13

Derivatives

Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured to fair value at each reporting date. Fair value gains and losses are recognised in the statement of other comprehensive income unless hedge accounting is applied and the hedge is a cash flow hedge. 
To qualify for hedge accounting, the Company documents the hedged item, the hedging instrument and the hedging relationship between them and the causes of hedge ineffectiveness.
The Company elects to adopt hedge accounting for interest rate swaps and inflation rate swaps (the 'swaps') where:
 
The swaps are a qualifying hedging instrument with an external party that hedges rate risk on a loan, part of the nominal amount of a loan, or a group of loans managed together that share the same risk and that qualify as a hedged item;

The hedging relationship between the swaps and the interest rate risk on the loan is consistent with the risk management objectives for undertaking hedges (i.e. to manage the risk that fixed interest rates become unfavourable in comparison to current market rates or the variability in cash flows arising from variable interest rates);

The change in the fair value of the swaps is expected to move inversely to the change in the fair value of the interest rate risk on the loan.

  
2.14

Hedge accounting

The Company uses interest rate swaps to manage its exposure to interest rate cash flow risk on its variable rate debt. These derivatives are measured at fair value at each balance sheet date. The Company also uses RPI swaps to manage its exposure to changes in inflation. These derivatives are measured at fair value at each balance sheet date.
To better reflect the nature of the long term financing structure in operation and in a modification to accounting standards, all cumulative hedging gains or losses on the hedged item are recognised as an asset or liability with a corresponding gain or loss recognised in the statement of comprehensive income. The treatment better reflects the financing profile in operation across the life of the structure.

Page 15

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

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.
Other debtors and bank loans

Other debtors and bank loans attract interest at a variable rate based on SONIA, the risk free rate administered by the Bank of England, plus a margin. Other debtors and bank loans are held at amortised cost which requires the Directors to forecast the expected interest receivable and payable over the life of the loan and recognise, in the statement of comprehensive income, interest annually at an effective rate. Each year end the Directors update their forecasts and recognise any difference between actual and forecast interest receivable and payable as an adjustment to the effective interest expense. Forecasts require an estimation as to future SONIA rates, based on current market data. Actual rates will vary from forecast over the loan lifetime, rendering the effective interest rate calculated an estimate subject to these variations. If interest receivable and payable over the life of the loan were to be considerably different to the Directors forecasts there could be a material impact on the carrying value of other debtors and bank loans and associated interest receivable and payable.


4.


Employees

The average monthly number of employees, including Directors, during the year was 1 (2023 - 2).

Page 16

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

5.


Debtors

2024
2023
£
£

Due after more than one year

Other debtors
40,154,992
40,533,500

Financial instruments (swaps)
18,449,795
20,277,042

58,604,787
60,810,542

2024
2023
£
£

Due within one year

Amounts owed by group undertakings
-
4,334,423

Financial instruments (swaps)
2,264,236
2,036,671

Prepayments and accrued income
306,982
331,491

2,571,218
6,702,585


Other debtors
Other debtors comprise loan receivable balances held at amortised cost which attract interest at a variable rate based on GBP 3 month SONIA + 1%. The loan is repayable in instalments with a final bullet repayment due on maturity in 2032 .
Financial instruments (swaps)
Refer to note 9 for details of financial instruments. 
Amounts owed by group undertakings
During the financial year, management undertook a review of legacy balances owed to and from fellow group companies, with amounts owed formally waived. Following this exercise, the Company has recognised a net loss, recorded as an exceptional expense in the P&L, of £4,928,829.

Page 17

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

6.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
17,982
203,156



7.


Creditors: Amounts falling due within one year

2024
2023
£
£

Bank loans
2,065,338
1,996,371

Corporation tax
301,111
130,514

Other creditors
183,265
185,647

Accruals and deferred income
45,252
75,709

Financial instruments (swaps)
341,461
298,150

2,936,427
2,686,391



8.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans
28,875,567
30,669,902

Interest roll up bond
9,475,766
8,211,659

Financial instruments (swaps)
4,541,801
4,598,338

Other creditors
1,126,004
1,309,275

44,019,138
44,789,174


Bank loans 
Bank loans comprise loans held at amortised cost which attract interest at a variable rate based on GBP 3 month SONIA + 1%. The loan is repayable in instalments with a final bullet repayment due on maturity in 2032.
The loan is secured by a mortgage debenture over all assets of the Company.
Interest roll up bond
Interest roll up bond is a compounding interest bearing bond accruing annual interest at 14.246%. Both accrued interest and bond principal being payable upon redemption in 2032. The bond is subordinated to the bank loan.
Financial instruments (swaps)
Refer to note 9 for details of financial instruments. 

Page 18

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024
The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:

2024
2023
£
£


Repayable by instalments
9,937,061
12,533,640

Repayable other than by instalments
20,137,269
18,873,162

30,074,330
31,406,802




9.

Complex financial instruments

Financial instruments measured at fair value through the statement of comprehensive income comprise:

Notional
2024
Notional
2023
Fair value
2024
Fair value
2023
        £
        £
        £
        £
Swap assets

40,000,000

40,000,000

20,714,031
 
22,313,713
 
Swap liabilities

(31,456,086)

(32,893,091)

(4,883,262)
 
(4,896,488)
 

8,543,914

7,106,909

15,830,769
 
17,417,225
 

Swap assets and liabilities comprise derivatives used to manage the Company's interest rate and inflation exposures and variability in cashflows required to service its loan obligations. Fair values are calculated using valuation techniques, the inputs for which are based on market data available at the balance sheet date.
The fair value of the swaps is determined using the forward curve for GBP 3 month SONIA and the UK Retail Price Index.
All swaps meet the conditions for hedge accounting as set out in the accounting policies. 

Page 19

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

10.


Deferred taxation




2024
2023


£

£






At beginning of year
(4,354,306)
(5,125,206)


Charged to other comprehensive income
396,613
770,900



At end of year
(3,957,693)
(4,354,306)

The provision for deferred taxation is made up as follows:

2024
2023
£
£


Asset
1,220,815
1,224,122

Liability
(5,178,508)
(5,578,428)

(3,957,693)
(4,354,306)


11.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



2 (2023 - 2) Ordinary shares of £1.00 each
2
2



12.


Reserves

Other reserves

The other reserve represents the impact from transition to FRS 102 from previous UK GAAP. This is an undistributable reserve.

Fair value reserve

The fair value reserve represents unrealised gains from fair value movements on swap positions held to manage the Company's exposure to interest rate and inflation risk. This is an undistributable reserve.

Profit and loss account

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

Page 20

 
GH BRIGHTON LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MAY 2024

13.


Related party transactions

The Company has taken advantage of the disclosure exemption under FRS 102 section 33 paragraph 1A not to disclose transactions between members of a group which are wholly owned.
During the year, amounts owed by group undertakings were formally waived. The Company has recognised a net loss of £4,928,829 in the profit and loss account under administrative expenses.


14.


Post balance sheet events

Subsequent to the year end date, the Company’s borrower defaulted on a loan payment. The borrower is a landlord, its tenant engaged in the provision of student accommodation. The borrower’s tenant has ceased rental payments, the borrower is therefore unable to service its loan obligation to the Company. The Company has in turn defaulted on its loan obligations because of this. Management have been in active dialogue with the Company’s lenders. The Company’s lenders have agreed that for the time being no action will be taken as a result of the event of default but have issued a reservation of rights with respect to this default event. Management continues to actively monitor the situation, assessing any potential financial impact and implications on future cash flows. The director considers this to be a non-adjusting post balance sheet event.


15.


Controlling party

GH Finance Limited holds 100% of the issued share capital of the Company.
The ultimate controlling party is Mr N S Parker by virtue of his 100% shareholding of GH Finance Limited.


16.


Auditors' information

The auditors' report on the financial statements for the year ended 31 May 2024 was unqualified.

The audit report was signed on 29 May 2025 by Mark Nelligan FCA (senior statutory auditor) on behalf of Wellden Turnbull Limited.


Page 21