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COMPANY REGISTRATION NUMBER: 11317173
Loosegate Holdings Limited
Financial Statements
For the period ended
30 November 2024
Loosegate Holdings Limited
Financial Statements
Period from 1 June 2023 to 30 November 2024
Contents
Page
Officers and professional advisers
1
Strategic report
2
Directors' report
4
Independent auditor's report to the members
6
Consolidated statement of comprehensive income
11
Consolidated statement of financial position
12
Company statement of financial position
13
Consolidated statement of changes in equity
14
Company statement of changes in equity
15
Consolidated statement of cash flows
16
Notes to the financial statements
17
Loosegate Holdings Limited
Officers and Professional Advisers
The board of directors
D J Ford
R I Spenceley
Registered office
Browns Yard
Seas End Road
Moulton Seas End
Spalding
PE12 6JX
Auditor
Streets Audit LLP
Chartered accountants & statutory auditor
Enterprise House
38 Tyndall Court
Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
PE2 6LR
Bankers
Royal Bank of Scotland
14/15 Hereward Cross
Peterborough
Cambridgeshire
PE1 1TB
Loosegate Holdings Limited
Strategic Report
Period from 1 June 2023 to 30 November 2024
We aim to present a balanced and comprehensive review of the development and performance of the group during the year and its position at the year end. Our review is consistent with the size and non-complex nature of the business and is written in the context of the risks and uncertainties we face. The group's core operations are that of residential property development under contract or speculative sale. The company extended the year end to 30 November 2024 therefore these results cover a 18 month period. During the period, the company sought and achieved significant third party investment in the company and group, forming a strategic partnership with the investor to help the business to continue to grow and realise development opportunities. Operation Performance and Key Performance Indicators The directors consider the key performance indicators (KPI's) of the group to be turnover, gross margin and net profit. The group reported turnover in the year of £35.1m (2023 - £23.5m) and a gross margin of 9.2% (2023 - 7%) resulting in an operating profit of £361k (2023 - operating loss of £190k). Principal Risks and Uncertainties The group's principal financial instruments comprise cash, bank borrowings and various items, such as trade debtors and trade creditors, which arise directly from its operations. The main purpose of these financial instruments is to provide finance for the group's operations. The existence of these financial instruments exposes the group to a number of financial risks. The main risks arising from the group's financial risks are credit risk, liquidity risk and interest rate risk. The directors review and agree policies for managing each of these risks and they are summarised below. These policies have remained unchanged from previous years. Credit risk The group seeks to manage its credit risk by dealing with established customers or otherwise checking the credit-worthiness of new customers, establishing clear contractual relationships with those customers and by identifying and addressing any credit issues arising in a timely manner. Liquidity risk The group seeks to manage liquidity risk by ensuring sufficient liquidity is available to meet foreseeable needs and to invest cash assets safely and profitably. Short term flexibility is achieved by overdraft facilities. The main functional currency of the business is Sterling and the group does not have material exposure to foreign-denominated currency. Interest rate risk The group's exposure to market risk for the changes in interest rates relates primarily to its bank borrowings. The group seeks to manage this risk by keeping bank borrowings to a minimum. Health & safety risk The group is exposed health & safety risk owing to the nature of the business and sector it operates in. The group seeks to manage this risk through internal expertise and external consultants where deemed necessary. Outlook The group continues to seek to grow across all core operations. The directors will continue to react to market conditions and other external economic conditions whilst managing the risks noted above. The UK economy and construction sector continues to be challenging however the directors believe they are well placed to deal with this and are managing cashflows closely to trade through this period.
This report was approved by the board of directors on 13 May 2025 and signed on behalf of the board by:
D J Ford
Director
Registered office:
Browns Yard
Seas End Road
Moulton Seas End
Spalding
PE12 6JX
Loosegate Holdings Limited
Directors' Report
Period from 1 June 2023 to 30 November 2024
The directors present their report and the financial statements of the group for the period ended 30 November 2024 .
Directors
The directors who served the company during the period were as follows:
D J Ford
R I Spenceley
(Appointed 28 October 2024)
Dividends
Particulars of recommended dividends are detailed in note 12 to the financial statements.
Disclosure of information in the strategic report
The company has chosen to set out in the strategic report information about the results for the year, principal risks and uncertainties and the future developments of the company.
Directors' responsibilities statement
The directors are responsible for preparing the strategic report, 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 period. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company and the profit or loss of the group for that period. In preparing these financial statements, the directors are required to: - select suitable accounting policies 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Auditor
Each of the persons who is a director at the date of approval of this report confirms that:
- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.
This report was approved by the board of directors on 13 May 2025 and signed on behalf of the board by:
D J Ford
Director
Registered office:
Browns Yard
Seas End Road
Moulton Seas End
Spalding
PE12 6JX
Loosegate Holdings Limited
Independent Auditor's Report to the Members of Loosegate Holdings Limited
Period from 1 June 2023 to 30 November 2024
Opinion
We have audited the financial statements of Loosegate Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 November 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, 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 FRS 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 group's and of the parent company's affairs as at 30 November 2024 and of the group's profit for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent 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.
Other information
The prior year financial statements were not subject to a statutory audit. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. 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 there is a material misstatement in the financial statements or a material misstatement of the other information. 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 directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
- the strategic report and the directors' report have 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 group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or 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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent 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 directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent 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 group or the parent 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. 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: Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows: - the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; - we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the company and sector in which it operates; - we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation; - we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and - identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: - making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and - considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations. To address the risk of fraud through management bias and override of controls, we: - performed analytical procedures to identify any unusual or unexpected relationships; - tested journal entries to identify unusual transactions; - assessed whether judgements and assumptions made in determining the accounting estimates set out in Note 3 were indicative of potential bias; and - investigated the rationale behind significant or unusual transactions. In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: - agreeing financial statement disclosures to underlying supporting documentation; - reading the minutes of meetings of those charged with governance; - inquiring of management as to actual and potential litigation and claims; and - reviewing correspondence with HMRC, relevant regulators and the company's legal advisors. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to inquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. We also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the group's internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors. - Conclude on the appropriateness of the directors' use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the group's or the parent company's ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the group or the parent company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. - Obtain sufficient appropriate audit evidence regarding the financial information of the entities or business activities within the group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit. 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.
Jonathan Day
(Senior Statutory Auditor)
For and on behalf of
Streets Audit LLP
Chartered accountants & statutory auditor
Enterprise House
38 Tyndall Court
Commerce Road
Lynch Wood
Peterborough
Cambridgeshire
PE2 6LR
15 May 2025
Loosegate Holdings Limited
Consolidated Statement of Comprehensive Income
Period from 1 June 2023 to 30 November 2024
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
Note
£
£
Turnover
4
35,071,429
23,519,529
Cost of sales
31,927,096
21,867,083
-------------
-------------
Gross profit
3,144,333
1,652,446
Administrative expenses
2,791,424
2,005,365
Other operating income
5
77,926
162,775
Material operating profit item
140,832
------------
------------
Operating profit/(loss)
6
290,003
( 190,144)
Interest payable and similar expenses
10
90,824
80,116
------------
------------
Profit/(loss) before taxation
199,179
( 270,260)
Tax on profit/(loss)
11
97,921
( 105,873)
---------
---------
Profit/(loss) for the financial period
101,258
( 164,387)
---------
---------
Revaluation of tangible assets
59,320
---------
---------
Total comprehensive income for the period
101,258
( 105,067)
---------
---------
All the activities of the group are from continuing operations.
Loosegate Holdings Limited
Consolidated Statement of Financial Position
30 November 2024
30 Nov 24
31 May 23
Note
£
£
Fixed assets
Tangible assets
14
1,574,397
1,420,180
Current assets
Stocks
16
1,592,073
806,813
Debtors
17
4,996,652
4,626,549
Cash at bank and in hand
161,213
822,143
------------
------------
6,749,938
6,255,505
Creditors: amounts falling due within one year
18
5,798,270
5,370,946
------------
------------
Net current assets
951,668
884,559
------------
------------
Total assets less current liabilities
2,526,065
2,304,739
Creditors: amounts falling due after more than one year
19
917,545
1,212,496
Provisions
21
243,612
186,598
------------
------------
Net assets
1,364,908
905,645
------------
------------
Capital and reserves
Called up share capital
24
1,000
922
Share premium account
25
534,646
Revaluation reserve
25
59,320
59,320
Profit and loss account
25
769,942
845,403
------------
---------
Shareholders funds
1,364,908
905,645
------------
---------
These financial statements were approved by the board of directors and authorised for issue on 13 May 2025 , and are signed on behalf of the board by:
D J Ford
Director
Company registration number: 11317173
Loosegate Holdings Limited
Company Statement of Financial Position
30 November 2024
30 Nov 24
31 May 23
Note
£
£
Fixed assets
Investments
15
673,806
150,646
Current assets
Debtors
17
256,097
970,463
Cash at bank and in hand
5,388
754,308
---------
------------
261,485
1,724,771
Creditors: amounts falling due within one year
18
448,126
1,843,634
---------
------------
Net current liabilities
186,641
118,863
---------
---------
Total assets less current liabilities
487,165
31,783
---------
--------
Net assets
487,165
31,783
---------
--------
Capital and reserves
Called up share capital
24
1,000
922
Share premium account
25
534,646
Profit and loss account
25
( 48,481)
30,861
---------
--------
Shareholders funds
487,165
31,783
---------
--------
The profit for the financial period of the parent company was £ 97,377 (2023: £ 259,354 ).
These financial statements were approved by the board of directors and authorised for issue on 13 May 2025 , and are signed on behalf of the board by:
D J Ford
Director
Company registration number: 11317173
Loosegate Holdings Limited
Consolidated Statement of Changes in Equity
Period from 1 June 2023 to 30 November 2024
Called up share capital
Share premium account
Revaluation reserve
Profit and loss account
Total
Note
£
£
£
£
£
At 1 June 2022
922
1,258,211
1,259,133
Loss for the period
( 164,387)
( 164,387)
Other comprehensive income for the period:
Revaluation of tangible assets
14
59,320
59,320
----
----
--------
------------
------------
Total comprehensive income for the period
59,320
( 164,387)
( 105,067)
Dividends paid and payable
12
( 248,421)
( 248,421)
----
----
--------
------------
------------
Total investments by and distributions to owners
( 248,421)
( 248,421)
At 31 May 2023
922
59,320
845,403
905,645
Profit for the period
101,258
101,258
----
----
--------
------------
------------
Total comprehensive income for the period
101,258
101,258
Issue of shares
354
534,646
535,000
Dividends paid and payable
12
( 102,631)
( 102,631)
Cancellation of subscribed capital
( 276)
( 276)
Redemption of shares
( 74,088)
( 74,088)
----
---------
----
---------
---------
Total investments by and distributions to owners
78
534,646
( 176,719)
358,005
-------
---------
--------
---------
------------
At 30 November 2024
1,000
534,646
59,320
769,942
1,364,908
-------
---------
--------
---------
------------
Loosegate Holdings Limited
Company Statement of Changes in Equity
Period from 1 June 2023 to 30 November 2024
Called up share capital
Share premium account
Profit and loss account
Total
£
£
£
£
At 1 June 2022
922
19,928
20,850
Profit for the period
259,354
259,354
----
----
---------
---------
Total comprehensive income for the period
259,354
259,354
Dividends paid and payable
12
( 248,421)
( 248,421)
----
----
---------
---------
Total investments by and distributions to owners
( 248,421)
( 248,421)
At 31 May 2023
922
30,861
31,783
Profit for the period
97,377
97,377
----
----
---------
---------
Total comprehensive income for the period
97,377
97,377
Issue of shares
354
534,646
535,000
Dividends paid and payable
12
( 102,631)
( 102,631)
Cancellation of subscribed capital
( 276)
( 276)
Redemption of shares
( 74,088)
( 74,088)
----
---------
---------
---------
Total investments by and distributions to owners
78
534,646
( 176,719)
358,005
-------
---------
---------
---------
At 30 November 2024
1,000
534,646
( 48,481)
487,165
-------
---------
---------
---------
Loosegate Holdings Limited
Consolidated Statement of Cash Flows
Period from 1 June 2023 to 30 November 2024
30 Nov 24
31 May 23
£
£
Cash flows from operating activities
Profit/(loss) for the financial period
101,258
( 164,387)
Adjustments for:
Depreciation of tangible assets
217,859
295,717
Amortisation of intangible assets
( 24,992)
Interest payable and similar expenses
90,824
80,116
Gains on disposal of tangible assets
( 46,046)
( 20,355)
Tax on profit
97,921
(187,400)
Changes in:
Stocks
( 785,260)
394,486
Trade and other debtors
( 1,001,321)
( 986,398)
Trade and other creditors
944,856
1,176,311
Provisions and employee benefits
( 300,000)
------------
------------
Cash generated from operations
( 404,901)
288,090
Interest paid
( 90,824)
( 80,116)
Tax received
34,716
53,799
---------
---------
Net cash (used in)/from operating activities
( 461,009)
261,773
---------
---------
Cash flows from investing activities
Purchase of tangible assets
( 436,724)
( 316,597)
Proceeds from sale of tangible assets
110,694
286,465
Proceeds from sale of interests in associates and joint ventures
59,850
---------
---------
Net cash (used in)/from investing activities
( 326,030)
29,718
---------
---------
Cash flows from financing activities
Proceeds from issue of ordinary shares
535,000
Purchase of own shares
( 74,088)
Proceeds from borrowings
( 238,658)
( 167,072)
Payments of finance lease liabilities
6,486
( 284,894)
Dividends paid
( 102,631)
( 248,421)
---------
---------
Net cash from/(used in) financing activities
126,109
( 700,387)
---------
---------
Net decrease in cash and cash equivalents
( 660,930)
( 408,896)
Cash and cash equivalents at beginning of period
822,143
1,231,039
---------
------------
Cash and cash equivalents at end of period
161,213
822,143
---------
------------
Loosegate Holdings Limited
Notes to the Financial Statements
Period from 1 June 2023 to 30 November 2024
1. General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Browns Yard, Seas End Road, Moulton Seas End, Spalding, PE12 6JX.
2. Statement of compliance
These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3. Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis as modified by the revaluation of certain financial assets and liabilities measured at fair value through profit or loss. The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The group has reported an operating loss of £190k for the prior year. The Directors have undertaken restructuring and cost saving measures to ensure the company is able to meet liabilities as they fall due. The directors remain committed to the protection of the business and cashflow is being closely monitored. Therefore, the financial statements have been prepared on a going concern basis.
Disclosure exemptions
No disclosure exemptions are available under FRS102.
Consolidation
The financial statements consolidate the financial statements of the Group and all of its subsidiary undertakings. The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not included its individual statement of comprehensive income.
Judgements and key sources of estimation uncertainty
Significant judgements The judgements (apart from those involving estimations) are those that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statement are as follows:- 1 Recognition of turnover on on-going contracts at the year end Turnover is recognised when the outcome of a transaction involving the rendering of services can be reliably estimated. Revenue from the rendering of services is measured by reference to the stage of completion of the service transaction at the end of the reporting period. When the outcome of a transaction involving the rendering of services cannot be reliably estimated, revenue is recognised only to the extent that expenses recognised are recoverable. 2 Work in progress The value of work in progress is calculated from valuations and stage of completion reports. Key sources of estimation uncertainty Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:- 1 Depreciation charge The annual depreciation charge for each class of tangible fixed asset is based on an estimate of the useful economic life of the respective assets. This is reviewed periodically by the directors to ensure that they reflect both the external and internal factors. 2 Revaluation of assets Any tangible assets carried at revalued amounts are recorded at the fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent impairment losses. 3 Retentions Retentions are held in respect of contracted works by sub contractors and payments are made when contracts have satisfactorily been completed and no further liabilities arise. The company recognise a retention when work is certified.
Revenue recognition
Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.
Income tax
The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date. Deferred tax is recognised in respect of all material timing differences at the reporting date. Unrelieved tax losses and other deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis. Lease income is recognised in profit or loss on a straight line basis over the lease term. The aggregate cost of lease incentives are recognised as a reduction to income over the lease term on a straight-line basis. Costs, including depreciation, incurred in earning the lease income are recognised as an expense. Any initial direct costs incurred in negotiating and arranging the operating lease are added to the carrying amount of the lease and recognised as an expense over the lease term on the same basis as the lease income.
Goodwill
Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the identifiable assets, liabilities and contingent liabilities of the acquired business. Goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. It is amortised on a straight-line basis over its useful life. Where a reliable estimate of the useful life of goodwill or intangible assets cannot be made, the life is presumed not to exceed ten years.
Amortisation
Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:
Goodwill
-
10% straight line
If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new estimates.
Tangible assets
Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.
Depreciation
Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:
Freehold property
-
2% straight line
Plant and machinery
-
15% straight line
Fixtures and fittings
-
15% straight line
Motor vehicles
-
25% reducing balance
Equipment
-
33% straight line
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Income from investments is recorded on a receipts basis.
Investments in associates
Investments in associates are accounted for using the equity method of accounting, whereby the investment is initially recognised at the transaction price and subsequently adjusted to reflect the group's share of the profit or loss, other comprehensive income and equity of the associate.
Stocks
Stocks and work in progress are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.
Finance leases and hire purchase contracts
Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.
Provisions
Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense.
Financial instruments
The company only holds basic financial instruments as defined in FRS 102. The financial assets and financial liabilities of the company and their measurement basis are as follows: Financial assets - trade and other debtors are basic financial instruments and are debt instruments measured at amortised cost. Prepayments are not financial instruments. Cash at bank is classified as a basic financial instrument and is measured at amortised cost. Financial liabilities - trade creditors, accruals and other creditors are financial instruments, and are measured at amortised cost. Taxation and social security are not included in the financial instruments disclosure definition.
Defined contribution plans
Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund.
4. Turnover
Turnover arises from:
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Construction contracts
35,071,429
23,519,529
-------------
-------------
The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.
5. Other operating income
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Rental income
29,208
15,267
Management charges receivable
100,000
Other operating income
48,718
47,508
--------
---------
77,926
162,775
--------
---------
6. Operating (loss)/profit
Operating profit or loss is stated after charging/crediting:
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Amortisation of intangible assets
( 24,992)
Depreciation of tangible assets
217,859
295,717
Gains on disposal of tangible assets
( 46,046)
( 20,355)
---------
---------
7. Auditor's remuneration
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Fees payable for the audit of the financial statements
17,500
16,000
--------
--------
8. Staff costs
The average number of persons employed by the group during the period, including the directors, amounted to:
30 Nov 24
31 May 23
No.
No.
Production staff
52
55
Management staff
3
3
----
----
55
58
----
----
The aggregate payroll costs incurred during the period, relating to the above, were:
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Wages and salaries
3,572,137
2,414,709
Social security costs
335,438
257,154
Other pension costs
138,749
49,384
------------
------------
4,046,324
2,721,247
------------
------------
No staff were employed in any company which has been proportionately consolidated.
9. Directors' remuneration
The directors' aggregate remuneration in respect of qualifying services was:
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Remuneration
8,840
8,840
Company contributions to defined contribution pension plans
( 90)
78
-------
-------
8,750
8,918
-------
-------
The number of directors who accrued benefits under company pension plans was as follows:
30 Nov 24
31 May 23
No.
No.
Defined contribution plans
4
1
----
----
10. Interest payable and similar expenses
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Interest on banks loans and overdrafts
79,688
47,393
Interest on obligations under finance leases and hire purchase contracts
10,349
30,020
Other interest payable and similar charges
787
2,703
--------
--------
90,824
80,116
--------
--------
11. Tax on profit
Major components of tax expense/(income)
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Current tax:
UK current tax expense
84,600
( 47,650)
Adjustments in respect of prior periods
18,411
14,765
---------
--------
Total current tax
103,011
( 32,885)
---------
--------
Deferred tax:
Origination and reversal of timing differences
( 5,090)
( 72,988)
--------
---------
Tax on profit
97,921
( 105,873)
--------
---------
Reconciliation of tax expense/(income)
The tax assessed on the profit/(loss) on ordinary activities for the period is higher than (2023: lower than) the standard rate of corporation tax in the UK of 25 % (2023: 19.50 %).
Period from
1 Jun 23 to
Year to
30 Nov 24
31 May 23
£
£
Profit/(loss) on ordinary activities before taxation
199,179
( 270,260)
---------
---------
Profit/(loss) on ordinary activities by rate of tax
55,560
( 52,213)
Adjustment to tax charge in respect of prior periods
18,411
(2,977)
Effect of expenses not deductible for tax purposes
23,950
3,247
Effect of capital allowances and depreciation
( 6,114)
Unused tax losses
( 47,816)
---------
---------
Tax on profit
97,921
( 105,873)
---------
---------
12. Dividends
30 Nov 24
31 May 23
£
£
Dividends paid during the period (excluding those for which a liability existed at the end of the prior period )
102,631
248,421
---------
---------
13. Intangible assets
Group
Goodwill
£
Cost
At 1 June 2023
( 1,094,375)
Acquisitions through business combinations
( 24,992)
------------
At 30 November 2024
( 1,119,367)
------------
Amortisation
At 1 June 2023
( 1,094,375)
Charge for the period
( 24,992)
------------
At 30 November 2024
( 1,119,367)
------------
Carrying amount
At 30 November 2024
------------
At 31 May 2023
------------
The company has no intangible assets.
14. Tangible assets
Group
Freehold property
Plant and machinery
Fixtures and fittings
Motor vehicles
Equipment
Total
£
£
£
£
£
£
Cost
At 1 Jun 2023
725,000
139,897
37,364
1,057,032
84,950
2,044,243
Additions
330,740
176
102,494
3,314
436,724
Disposals
( 176,082)
( 176,082)
---------
---------
--------
------------
--------
------------
At 30 Nov 2024
725,000
470,637
37,540
983,444
88,264
2,304,885
---------
---------
--------
------------
--------
------------
Depreciation
At 1 Jun 2023
14,583
94,025
26,843
416,888
71,724
624,063
Charge for the period
18,274
4,796
182,851
11,938
217,859
Disposals
( 111,434)
( 111,434)
---------
---------
--------
------------
--------
------------
At 30 Nov 2024
14,583
112,299
31,639
488,305
83,662
730,488
---------
---------
--------
------------
--------
------------
Carrying amount
At 30 Nov 2024
710,417
358,338
5,901
495,139
4,602
1,574,397
---------
---------
--------
------------
--------
------------
At 31 May 2023
710,417
45,872
10,521
640,144
13,226
1,420,180
---------
---------
--------
------------
--------
------------
The company has no tangible assets.
Tangible assets held at valuation
The freehold property were revalued by an independent valuer, Longstaffs, Chartered Surveyors, on an open market value for existing use basis on 19 August 2022 to £725,000. The Directors consider this to be the fair value of the property at the statement of financial position date. Land has been valued at £200,000 (2023 £200,000) and is not depreciated.
In respect of tangible assets held at valuation, aggregate cost, depreciation and comparable carrying amount that would have been recognised if the assets had been carried under the historical cost model are as follows:
Group
Freehold property
£
At 30 November 2024
Aggregate cost
341,683
Aggregate depreciation
(101,175)
---------
Carrying value
240,508
---------
At 31 May 2023
Aggregate cost
341,683
Aggregate depreciation
(95,690)
---------
Carrying value
245,993
---------
Finance leases and hire purchase contracts
Included within the carrying value of tangible assets are the following amounts relating to assets held under finance leases or hire purchase agreements:
Group
Motor vehicles
£
At 30 November 2024
572,354
---------
At 31 May 2023
630,520
---------
15. Investments
The group has no investments.
Company
Shares in group undertakings
£
Cost
At 1 June 2023
150,646
Additions
523,160
---------
At 30 November 2024
673,806
---------
Impairment
At 1 June 2023 and 30 November 2024
---------
Carrying amount
At 30 November 2024
673,806
---------
At 31 May 2023
150,646
---------
Subsidiaries, associates and other investments
Details of the investments in which the parent company has an interest of 20% or more are as follows:
Registered office
Class of share
Percentage of shares held
Subsidiary undertakings
D Brown (Building Contractors) Limited
Browns Yard, Seas End Road, Moulton Loosegate, Spalding, Lincs, United Kingdom, PE12 6JX
Ordinary
100
Loosegate Plant Hire Limited
Browns Yard, Seas End Road, Moulton Seas End, Spalding, United Kingdom, PE12 6JX
Ordinary
100
On 19 November 2024 the group acquired 100% of the issued share capital in Loosegate Plant Hire Limited. The net assets acquired totalled £48k and consisted of property, plant and equipment £327k, debtors of £78k, cash at bank £1k, creditors of £296k and provisions of £62k. The book value was considered to equal the fair value of the assets and liabilities acquired. There was no consideration paid for the shares.
16. Stocks
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Raw materials and consumables
147,420
52,512
Work in progress
1,444,653
754,301
------------
---------
----
----
1,592,073
806,813
------------
---------
----
----
17. Debtors
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Trade debtors
3,285,641
2,048,775
Amounts owed by group undertakings
7,860
7,860
Prepayments and accrued income
270,508
901,726
Directors loan account
122,216
141,216
122,216
122,216
Other debtors
1,318,287
1,526,972
133,881
840,387
------------
------------
---------
---------
4,996,652
4,626,549
256,097
970,463
------------
------------
---------
---------
18. Creditors: amounts falling due within one year
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Bank loans and overdrafts
182,215
170,887
Trade creditors
3,655,223
2,518,704
Amounts owed to group undertakings
394,878
1,759,448
Accruals and deferred income
1,531,539
2,281,153
27,237
3,901
Corporation tax
135,368
107,521
20,768
75,042
Social security and other taxes
39,439
81,463
Obligations under finance leases and hire purchase contracts
208,333
156,882
Other creditors
46,153
54,336
5,243
5,243
------------
------------
---------
------------
5,798,270
5,370,946
448,126
1,843,634
------------
------------
---------
------------
The Royal Bank of Scotland plc holds security over land and buildings owned by a subsidiary company dated 17 August 2015. The bank also holds a fixed and floating charge over all assets of a subsidiary company dated 12 January 2015.
Obligations under hire purchase contracts are secured against assets to which they relate.
19. Creditors: amounts falling due after more than one year
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Bank loans and overdrafts
176,982
426,968
Obligations under finance leases and hire purchase contracts
440,563
485,528
Other creditors
300,000
300,000
---------
------------
----
----
917,545
1,212,496
---------
------------
----
----
The Royal Bank of Scotland plc holds security over land and buildings owned by a subsidiary company dated 17 August 2015. The bank also holds a fixed and floating charge over all assets of a subsidiary company dated 12 January 2015.
Obligations under hire purchase contracts are secured against assets to which they relate.
Included within creditors: amounts falling due after more than one year is an amount of £30,011 (2023: £54,512) in respect of liabilities payable or repayable by instalments which fall due for payment after more than five years from the reporting date.
20. Finance leases and hire purchase contracts
The total future minimum lease payments under finance leases and hire purchase contracts are as follows:
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Not later than 1 year
208,333
156,882
Later than 1 year and not later than 5 years
440,563
485,528
---------
---------
----
----
648,896
642,410
---------
---------
----
----
21. Provisions
Group
Deferred tax (note 22)
£
At 1 June 2023
186,598
Additions
57,014
---------
At 30 November 2024
243,612
---------
The company does not have any provisions.
22. Deferred tax
The deferred tax included in the statement of financial position is as follows:
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Included in provisions (note 21)
243,612
186,598
---------
---------
----
----
The deferred tax account consists of the tax effect of timing differences in respect of:
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Accelerated capital allowances
214,519
157,505
Revaluation of tangible assets
29,093
29,093
---------
---------
----
----
243,612
186,598
---------
---------
----
----
Deferred tax has been provided for at 25% being the rate of tax which the liabilities are expected to be realised at.
23. Employee benefits
Defined contribution plans
The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 138,749 (2023: £ 49,384 ).
24. Called up share capital
Issued, called up and fully paid
30 Nov 24
31 May 23
No.
£
No.
£
Ordinary A shares of £ 1 each
646
646
Ordinary A shares of £ 0.01 each
85,000
850
Ordinary B shares of £ 1 each
276
276
Ordinary B shares of £ 0.01 each
10,000
100
Ordinary C shares of £ 0.01 each
5,000
50
---------
-------
----
----
100,000
1,000
922
922
---------
-------
----
----
During the year the company subdivided the shares to £0.01 per share (2023 £1).
25. Reserves
Revaluation reserve - This reserve records the value of asset revaluations and fair value movements on assets recognised in other comprehensive income. Capital redemption reserve - This reserve records the nominal value of shares repurchased by the company. Profit and loss account - This reserve records retained earnings and accumulated losses.
26. Analysis of changes in net debt
At 1 Jun 2023
Cash flows
At 30 Nov 2024
£
£
£
Cash at bank and in hand
822,143
(660,930)
161,213
Debt due within one year
(327,769)
(62,779)
(390,548)
Debt due after one year
(912,496)
294,951
(617,545)
---------
---------
---------
( 418,122)
( 428,758)
( 846,880)
---------
---------
---------
27. Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
Group
Company
30 Nov 24
31 May 23
30 Nov 24
31 May 23
£
£
£
£
Not later than 1 year
21,531
29,027
Later than 1 year and not later than 5 years
9,044
23,593
--------
--------
----
----
30,575
52,620
--------
--------
----
----
28. Directors' advances, credits and guarantees
The group operated a loan account with Directors. Director A had a balance brought forward of £540,280 owed to the group and this was the maximum balance outstanding. The director repaid £443,204 and £50,000 was advanced to the director. The balance outstanding at the year end was £147,076. Director B had a balance brought forward of £2,000 and there were no movements in the year. No interest is charged and the balances are repayable on demand.
Loosegate Holdings Limited
Notes to the Financial Statements (continued)
Period from 1 June 2023 to 30 November 2024
29. Related party transactions
Group
Loosegate Developments Limited is a company with common directors and shareholders. During the year the group made sales of £1,153,264 (2023 - £3,729,250) and the balance outstanding at the year end was £67,362 (2023 - £668,114). During the year the company advanced a loan of £31,129 (2023 - 124,129) to Loosegate Developments Limited, a company with common directors and shareholders and this balance was outstanding at year end. The balance is included in other debtors and is repayable on demand. Loosegate Developments (Long Sutton) Limited is a company with common directors and shareholders. During the year the group made sales of £6,737,563 (2023 - £3,267,975). The balance outstanding at the year end was £1,632,342 (2023 - £1,000,485). During the year the company advanced a loan of £568,291 (2023 - £62,203) to Loosegate Developments (Long Sutton) Limited, a company with common directors and shareholders and this balance was outstanding at year end. The balance is included in other debtors and is repayable on demand. Keston Fields Limited is a company which the company and directors have an interest in. During the year the group made sales of £7,322,390 (2023 - £6,708,879) and the balance outstanding at the year end was £nil (2023 - £519,512). D Ford is a director of Tigers Bar & Social Club Limited. During the year, the group made sales of £nil (2023 - £5,265) and the balance outstanding at the year end was £6,318 (2023 - £6,320). Ford Construction Consultants Limited is a company in which the brother of D Ford is a director and shareholder. During the year the group made purchases of £1,225 (2023 - £209,105) and the balance outstanding at the year end was £nil (2023 - £11,340). Waites Farm Holdings Limited is a company with common directors and shareholders. During the year the group made sales of £118,005 (2023 - £nil). The balance outstanding at the year end was £41,124 (2023 - £nil). Waites Farm Holdings Limited is a company with common directors and shareholders. During the year the group made purchases of £5,400 (2023 - £nil). The balance outstanding at the year end was £5,400 (2023 - £nil). The group has taken advantage of the exemption available under FRS 102 from disclosing transactions with group companies. The key management personnel remuneration was £655,320 (2023 £247,528).
Company
During the year the company advanced a loan of £25,046 (2023 - £500,000) to Loosegate Developments (Long Sutton) Limited, a company with common directors and shareholders and this balance was outstanding at year end. The balance is included in other debtors and is repayable on demand. The company is owed £nil (2023 - £204,512) by Keston Fields Limited, a company in which the directors have an interest.
30. Controlling party
The group is not under the control of any one party.