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REGISTERED NUMBER: 08255582 (England and Wales)












GREENCLOSE HOLDINGS LIMITED

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2024






GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Directors 6

Report of the Independent Auditors 8

Consolidated Income Statement 12

Consolidated Other Comprehensive Income 13

Consolidated Balance Sheet 14

Company Balance Sheet 16

Consolidated Statement of Changes in Equity 17

Company Statement of Changes in Equity 18

Consolidated Cash Flow Statement 19

Notes to the Consolidated Cash Flow Statement 20

Notes to the Consolidated Financial Statements 22


GREENCLOSE HOLDINGS LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 31 OCTOBER 2024







DIRECTORS: J A C Leach
Miss P A Leach
Mrs C R Gibson
R A C Leach
R J Haycocks
J R Hiley-Jones
G P Rhodes


SECRETARY: Miss P A Leach


REGISTERED OFFICE: Pennington House
Ridgeway Lane
Lymington
Hampshire
SO41 8AA


REGISTERED NUMBER: 08255582 (England and Wales)


SENIOR STATUTORY AUDITOR: Gary Brown FCCA


AUDITORS: Hopper Williams & Bell Limited
Statutory Auditor
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR


BANKERS: Santander
Bridle Road
Bootle
Merseyside
L30 4GB

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2024


The directors present their strategic report of the company and the group for the year ended 31 October 2024.

Greenclose Holdings Limited is the parent of a group consisting of Greenclose Hotels Limited, Ocean Passages (Charter) Limited and several dormant companies. During the year, Greenclose Hotels Limited was the operator of three four-star hotels: Careys Manor Hotel and Senspa (in Brockenhurst, Hampshire), the Montagu Arms Hotel (in Beaulieu, Hampshire) and the Imperial Hotel (in Llandudno, North Wales). Across these properties the group operated six restaurants. All are open to non-residents. Ocean Passages (Charter) Limited operates a yacht charter business.

After the year end, in March 2025, Careys Manor Hotel and Senspa was sold to Myst Hotels and Resorts Limited, and so the group ceased trading out of this location at this time. All trading activities and fixed assets have been transferred to the new owners.

REVIEW OF BUSINESS
The results of the group during the year were sales of £16.4m (2023: £16.5m) and an operating profit of £425,946 (2023: £576,092).

Some of the sales proceeds from the disposal of Careys Manor Hotel and Senspa have been used to partially repay the other loans balance included in creditors falling due within one year. As a result, the net current assets position of the group has significantly improved in 2025.

Business Environment
The four-star hotel market in each of the group's locations is highly competitive with comparisons between competitors made readily available to consumers through on-line distribution and review websites.

Within this competitive environment, the group continues to differentiate itself from its competitors by promoting its attractive buildings and locations and providing excellent customer service and dining propositions.

Strategy
The group's overriding objective is to achieve attractive and sustainable rates of growth and returns primarily from organic growth but also to explore other growth opportunities.

There are four key elements to the group's strategy for growth. They are:
- Developing the properties to respond to evolving consumer tastes and demands;
- Investment in the properties in terms of increasing and updating bedroom stock, enhancing public areas and
improving infrastructure assets;
- A continued focus remains on reducing energy consumption and payback of 12 months has been achieved on
implementing voltage optimisation with a 9% saving per property.
- Targeted and agile marketing across the various customer market sectors to maximise occupancy and yield.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2024

FUTURE OUTLOOK
Whilst the COVID-19 pandemic seems some time ago now and memories are fading as to the immediate impact that it had, the longer-term economic impact that it, combined with Brexit and the war in Ukraine, are significant on the hospitality sector and on the UK economy as a whole.

The shortage of labour created by Brexit and compounded by COVID-19 is still being felt across the hospitality industry, coupled with what has been a highly inflationary economy. This will continue to put pressure on the group's cost base, along with a considerable uplift in minimum wage.

Notwithstanding the above factors, revenues have the potential to be resilient. It is acknowledged that constrained consumer spending resulting from those inflationary forces combined with unpredictable UK weather and a post "Staycation Boom" slump, has the ability to negatively impact the group's revenues. Nevertheless, there are opportunities to generate upsides for businesses.

In light of these and other future uncertainties, our continued focus is to make the businesses more agile, more flexible and more efficient, investing in market leading technology wherever possible, in order to maximise profitability and cash reserves throughout the coming few years.
This focus on efficiency, which we expect to have no negative impact on the guest experience, coupled with our continuing commitment to providing excellent customer service, high quality facilities, and actively maintaining and improving our hotel properties, will help us maintain our market leading position into the future in each of the group's locations.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2024

PRINCIPAL RISKS AND UNCERTAINTIES
The management of the business and the execution of the group's strategy are subject to a number of risks. The key business risks affecting the group are set out below:

Risks are formally reviewed by the board and appropriate processes put in place to monitor and mitigate them.

Economic Environment
The challenges of the inflationary economy are outlined above but have thankfully now backed off to a more normal level. The lead in time for forward bookings continues to be late and can be heavily impacted by weather. Price resistance from a cautious consumer continues, although certain sectors appear more resilient than others.

Competition
The group operates in a highly competitive market in each of its locations. Accordingly, the group seeks to price competitively, market effectively, deliver excellent customer service and obtain positive feedback in public forums such as TripAdvisor in order to maintain and grow market share. To deliver this, the group has employed dedicated marketing and yield management personnel with a customer focussed General Manager leading each business unit.

Employees
The group's performance depends largely on its managers and staff and we recognise that our employees are our most valuable asset. The resignation of key individuals and the inability to recruit people with the required experience and skills could adversely impact the group's results. To mitigate these risks the group operates an induction and learning programme for all employees and has implemented and continues to develop a number of incentive schemes linked to the group's results that are designed to retain key individuals. In addition, the group's move to developing multi-skilled team members provides resilience across each property's operations in addition to providing greater efficiency.

Supply Chain
The group purchases from a large number of suppliers to provide high quality and whenever possible, organic, free range and locally sourced food to serve to its guests. There are a few significant suppliers and as such the group is potentially exposed to potential supply chain disruptions due to high reliance on these suppliers. The group mitigates this risk through having multiple sources for various key requirements, and employs effective supplier selection and procurement processes supplemented by appropriate insurance coverage.

Financing and interest costs
The group is primarily financed by a bullet repayment loan due for repayment in October 2025, and currently enjoys a fixed rate of interest of 4%. Whilst the Bank of England has decreased its base rate of interest over the last 12 months, the cost of borrowings is likely to be higher when the facility falls due for repayment. The directors have embarked on a strategic planning process, which will deal with the strategic financing risk through exploring opportunities to drive better returns from the existing estate, evaluate assets and commercial activities, and present the best possible case for potential funders.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 OCTOBER 2024

KEY PERFORMANCE INDICATORS
The main key performance indicators used by the group are turnover and gross margin percentage. In 2024 these KPIs were as follows:

Turnover - £16.4m (2023: £16.5m)
Gross margin percentage - 44.7% (2023: 44.3%)

ON BEHALF OF THE BOARD:





J A C Leach - Director


9 July 2025

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 OCTOBER 2024


The directors present their report with the financial statements of the company and the group for the year ended 31 October 2024.

DIVIDENDS
The total distribution of dividends for the year ended 31 October 2024 was £Nil (2023: £100,000).

FUTURE DEVELOPMENTS
Information in respect of the company's future developments has been included within the strategic report.

EVENTS SINCE THE END OF THE YEAR
Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 November 2023 to the date of this report.

J A C Leach
Miss P A Leach
Mrs C R Gibson
R A C Leach
R J Haycocks
J R Hiley-Jones

Other changes in directors holding office are as follows:

M Lashmar - resigned 31 December 2023

G P Rhodes was appointed as a director after 31 October 2024 but prior to the date of this report.

EMPLOYMENT POLICIES
The employment policies of the Group embody the principles of equal opportunity and are tailored to meet the needs of its different businesses and the local areas in which they operate. This includes suitable procedures to support the Group's policy that disabled persons (whether registered or not) shall be considered for employment and subsequent training, career development and promotion on the basis of their aptitudes and abilities.

The Group has adopted a policy of encouraging each business, together with its employees, to create communication, consultation and involvement groups so ensuring that each employee has a role in receiving and giving feedback on those matters that are important to all employees. At least twice a year, via the management of each business, employees are given the chance to give feedback on all areas of the business. This commitment to involve more employees in the consultation, communication and involvement groups reflects the group's philosophy of encouragement and participation in the success of its business and the important part that each employee plays in its long term success.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 31 OCTOBER 2024

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 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 company and the group and of 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 judgements and accounting estimates that are reasonable and prudent;
- state whether applicable 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

ON BEHALF OF THE BOARD:





J A C Leach - Director


9 July 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED


Opinion
We have audited the financial statements of Greenclose Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 31 October 2024 and of the group's 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 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 and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED


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 Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors 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 Group Strategic Report or the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept 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 Statement of Directors' Responsibilities set out on page seven, 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 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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud
Irregularities,including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. Due to the inherent limitations of an audit, there is a risk that we will not detect all irregularities even though the audit has been properly planned and performed in accordance with the ISAs (UK). The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

- We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company, and the industry in which they operate. These include but are not limited to compliance with the Companies Act 2006, UK Generally Accepted Accounting Principles and the relevant tax compliance regulations for the group and the parent company.

- We obtained an understanding of how the group and the parent company is complying with these frameworks through discussions with management.

- We enquired with management whether there were any instances of non-compliance with laws and regulations or whether they had knowledge of actual or suspected fraud. These enquiries are corroborated through follow-up audit procedures including but not limited to a review of legal and professional costs and correspondence.

- We assessed the susceptibility of the group's and the parent company's financial statements to material misstatement, including the risk of fraud and management override of controls. We designed our audit procedures to respond to this assessment, including the identification and testing of any related party transactions and the testing of journal transactions that arise from management estimates, that are determined to be of significant value or unusual in their nature.
- We assessed the appropriateness of the collective competence and capabilities of the engagement team, including consideration of the engagement team's knowledge and understanding of the industry in which the group and the parent company operates in, and their practical experience through training and participation with audit engagements of a similar nature.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
GREENCLOSE HOLDINGS LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.




Gary Brown FCCA (Senior Statutory Auditor)
for and on behalf of Hopper Williams & Bell Limited
Statutory Auditor
Highland House
Mayflower Close
Chandler's Ford
Eastleigh
Hampshire
SO53 4AR

9 July 2025

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2024

2024 2023
Notes £ £

TURNOVER 16,443,470 16,533,804

Cost of sales (9,092,566 ) (9,206,412 )
GROSS PROFIT 7,350,904 7,327,392

Administrative expenses (7,044,200 ) (6,880,962 )
306,704 446,430

Other operating income 119,242 129,662
OPERATING PROFIT 4 425,946 576,092

Interest receivable and similar income 2,113 5,249
428,059 581,341

Interest payable and similar expenses 5 (964,218 ) (901,745 )
Other finance costs 21 (25,000 ) (6,000 )
LOSS BEFORE TAXATION (561,159 ) (326,404 )

Tax on loss 6 18,318 (5,335 )
LOSS FOR THE FINANCIAL YEAR (542,841 ) (331,739 )
Loss attributable to:
Owners of the parent (542,841 ) (331,739 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 OCTOBER 2024

2024 2023
Notes £ £

LOSS FOR THE YEAR (542,841 ) (331,739 )


OTHER COMPREHENSIVE INCOME
Actuarial (losses) / gains on pension (300,000 ) (292,000 )
Income tax relating to other comprehensive
income

77,000

62,000
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

(223,000

)

(230,000

)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(765,841

)

(561,739

)

Total comprehensive income attributable to:
Owners of the parent (765,841 ) (561,739 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED BALANCE SHEET
31 OCTOBER 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 9 56,975 57,049
Tangible assets 10 35,394,395 35,784,195
Investments 11 - -
35,451,370 35,841,244

CURRENT ASSETS
Stocks 12 185,638 203,719
Debtors 13 1,369,094 1,389,930
Cash at bank and in hand 511,133 433,924
2,065,865 2,027,573
CREDITORS
Amounts falling due within one year 14 (23,630,272 ) (4,335,921 )
NET CURRENT LIABILITIES (21,564,407 ) (2,308,348 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

13,886,963

33,532,896

CREDITORS
Amounts falling due after more than one year 15 (21,034 ) (19,113,808 )

PROVISIONS FOR LIABILITIES 19 (111,130 ) (127,448 )

PENSION LIABILITY 22 (508,000 ) (279,000 )
NET ASSETS 13,246,799 14,012,640

CAPITAL AND RESERVES
Called up share capital 20 1,009,448 1,009,448
Share premium 21 106,404 106,404
Retained earnings (unrealised) 21 15,081,513 15,081,513
Retained earnings 21 (2,950,566 ) (2,184,725 )
SHAREHOLDERS' FUNDS 13,246,799 14,012,640

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED BALANCE SHEET - continued
31 OCTOBER 2024


The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2025 and were signed on its behalf by:





J A C Leach - Director


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

COMPANY BALANCE SHEET
31 OCTOBER 2024

2024 2023
Notes £ £
FIXED ASSETS
Intangible assets 9 - -
Tangible assets 10 33,600,000 33,600,000
Investments 11 1,009,447 1,009,447
34,609,447 34,609,447

CURRENT ASSETS
Debtors 13 1,242,470 1,308,533
Cash at bank and in hand 222,972 71,343
1,465,442 1,379,876
CREDITORS
Amounts falling due within one year 14 (31,661,727 ) (12,526,771 )
NET CURRENT LIABILITIES (30,196,285 ) (11,146,895 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

4,413,162

23,462,552

CREDITORS
Amounts falling due after more than one year 15 - (19,050,000 )
NET ASSETS 4,413,162 4,412,552

CAPITAL AND RESERVES
Called up share capital 20 1,009,448 1,009,448
Retained earnings (unrealised) 21 2,264,637 2,264,637
Retained earnings 21 1,139,077 1,138,467
SHAREHOLDERS' FUNDS 4,413,162 4,412,552

Company's profit for the financial year 610 1,172,697

The financial statements were approved by the Board of Directors and authorised for issue on 9 July 2025 and were signed on its behalf by:





J A C Leach - Director


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2024

Called up Retained
share Retained Share earnings Total
capital earnings premium (unrealised) equity
£ £ £ £ £
Balance at 1 November 2022 1,009,448 (1,522,986 ) 106,404 17,993,349 17,586,215

Changes in equity
Dividends - (100,000 ) - - (100,000 )
Total comprehensive income - (561,739 ) - (2,911,836 ) (3,473,575 )
Balance at 31 October 2023 1,009,448 (2,184,725 ) 106,404 15,081,513 14,012,640

Changes in equity
Total comprehensive income - (765,841 ) - - (765,841 )
Balance at 31 October 2024 1,009,448 (2,950,566 ) 106,404 15,081,513 13,246,799

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 OCTOBER 2024

Called up Retained
share Retained earnings Total
capital earnings (unrealised) equity
£ £ £ £
Balance at 1 November 2022 1,009,448 65,770 5,272,982 6,348,200

Changes in equity
Dividends - (100,000 ) - (100,000 )
Total comprehensive income - 1,172,697 (3,008,345 ) (1,835,648 )
Balance at 31 October 2023 1,009,448 1,138,467 2,264,637 4,412,552

Changes in equity
Total comprehensive income - 610 - 610
Balance at 31 October 2024 1,009,448 1,139,077 2,264,637 4,413,162

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 944,031 1,080,571
Interest paid (955,371 ) (895,571 )
Interest element of hire purchase payments
paid

(8,847

)

(6,174

)
Interest from net defined benefit (25,000 ) (6,000 )
Pension adjustment 8,000 (59,000 )
Net cash from operating activities (37,187 ) 113,826

Cash flows from investing activities
Purchase of intangible fixed assets (29,806 ) (53,942 )
Purchase of tangible fixed assets (112,049 ) (122,254 )
Interest received 2,113 204
Net cash from investing activities (139,742 ) (175,992 )

Cash flows from financing activities
New loans in year 500,000 -
Loan repayments in year (188,538 ) (308,807 )
Hire purchase capital repayments in year (55,179 ) (65,679 )
Amount introduced by directors 517,873 177,561
Amount withdrawn by directors (520,018 ) (534,225 )
Equity dividends paid - (100,000 )
Net cash from financing activities 254,138 (831,150 )

Increase/(decrease) in cash and cash equivalents 77,209 (893,316 )
Cash and cash equivalents at beginning of
year

2

433,924

1,327,240

Cash and cash equivalents at end of year 2 511,133 433,924

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£ £
Loss before taxation (561,159 ) (326,404 )
Depreciation charges 451,768 456,802
Loss on disposal of fixed assets - 96,376
Impairment of fixed assets 79,961 -
Finance costs 989,218 907,745
Finance income (2,113 ) (5,249 )
957,675 1,129,270
Decrease in stocks 18,081 12,271
Decrease in trade and other debtors 21,395 192,004
Decrease in trade and other creditors (53,120 ) (252,974 )
Cash generated from operations 944,031 1,080,571

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2024
31.10.24 1.11.23
£ £
Cash and cash equivalents 511,133 433,924
Year ended 31 October 2023
31.10.23 1.11.22
£ £
Cash and cash equivalents 433,924 1,327,240


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 31 OCTOBER 2024


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.11.23 Cash flow At 31.10.24
£ £ £
Net cash
Cash at bank and in hand 433,924 77,209 511,133
433,924 77,209 511,133
Debt
Finance leases (121,746 ) 55,179 (66,567 )
Debts falling due within 1 year (525,193 ) (19,361,462 ) (19,886,655 )
Debts falling due after 1 year (19,050,000 ) 19,050,000 -
(19,696,939 ) (256,283 ) (19,953,222 )
Total (19,263,015 ) (179,074 ) (19,442,089 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 OCTOBER 2024


1. STATUTORY INFORMATION

Greenclose Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the General Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable to the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention, modified to include certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

Basis of consolidation
The group financial statements consolidate the financial statements of Greenclose Holdings Limited and all its subsidiary undertakings drawn up to 31 October each year.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover represents net invoiced sales of goods and services, excluding value added tax and sales between group companies. Turnover in respect of hotel accommodation and bar and restaurant takings is recognised over the duration of the stay. Turnover in respect of spa and health club memberships is recognised evenly over the duration of the membership. Turnover is respect of the charter vessel is recognised evenly over the duration of the charter period.

Goodwill
Goodwill arises in the group due to acquisitions of minority shareholdings in Imperial Hotel (Llandudno) Limited in prior years. Due to the immateriality of the goodwill arising, the balances were amortised in full in the year of acquisition.

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Website development costs are being amortised evenly over their estimated useful life of three years.

Computer software is being amortised evenly over its estimated useful life of three years.

Amortisation charges are included in administrative expenses in the Income Statement.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

In accordance with FRS102, the directors have adopted a policy of regular revaluations of the freehold properties. These are to be on an open market for existing use basis and include goodwill. If the resultant valuation departs significantly from the value shown within the financial statements the leasehold and freehold properties will then be revalued.

Depreciation is recognised so as to write off the cost of assets less their residual values over the useful lives on the following bases:

Leasehold property- Over the period of the lease
Fixtures and fittings- 6-33% straight line and 15% reducing balance
Computer equipment- 33% straight line
Motor vehicles- 25% reducing balance
Charter vessel accessories- 20% straight line

In accordance with FRS102, the policy for depreciating the freehold and long leasehold properties has been reviewed. Due to the regular revaluations of these properties it is considered that depreciation is immaterial and no provision is required.

No depreciation is provided on the charter vessel as the charge would be immaterial because the useful economic life of the vessel is prolonged due to the group adopting a policy and practice of regular maintenance and repair (charges for which are recognised in the profit and loss account) such that the vessel is kept to its previously assessed standards of performance. The vessel is subject to an annual impairment review.

The gain or loss arising on the disposal of an asset is determined as the difference between sales proceeds and the carrying value of the asset and is recognised immediately in the income statement.

Fixed asset investments
Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the income statement.

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Stocks are valued using the FIFO basis.

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


2. ACCOUNTING POLICIES - continued
Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments
Hire purchase agreements:
Assets held under hire purchase agreements are capitalised and disclosed under tangible fixed assets at their fair value. The capital element of the future payments is treated as a liability and the interest is charged to the profit and loss account.

Operating lease agreements:
Rentals applicable to operating leases where substantially all of the benefits and risks of ownership remain with the lessor are charged against profits as incurred.

Pension costs and other post-retirement benefits
The group operates a defined benefit pension scheme for employees. The group has adopted the full provisions of FRS102. The standard requires the group to recognise the fair value of the pension scheme's assets and liabilities, net of the associated deferred tax credit. Scheme assets are measured at fair value. Scheme liabilities are measured using the projected unit method, and are discounted at the current rate of return on a high quality corporate bond of equivalent term and currency to the liability.

The Greenclose Pension Fund is a funded scheme and the assets are held separately from those of the company in separate trustee administered funds. Pension scheme assets are measured at fair value and liabilities are measured on an actuarial basis using the projected unit credit method and discounted at a rate equivalent to the current rate of return on a high quality corporate bond of equivalent term and currency to the liabilities. The actuarial valuations are obtained at least triennially and are updated at each balance sheet date. The amounts charged to the operating surplus are the current service costs and the costs of scheme introductions, benefit changes, settlements and curtailments. They are included as part of staff costs as incurred. Net interest on the net defined benefit liability/asset is also recognised in the income statement and comprises the interest cost on the defined benefit obligation and interest income on the scheme assets, calculated by multiplying the fair value of the scheme assets at the beginning of the period by the rate used to discount the benefit obligations. The difference between the interest income on the scheme assets and the actual return on scheme assets is recognised in other comprehensive income. Actuarial gains and losses are recognised immediately in other comprehensive income.

In February 2016, the defined benefit pension scheme was closed to future accrual.

The group also operates a defined contribution pension scheme. Contributions payable to the scheme are charged to profit or loss in the period to which they relate.

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


2. ACCOUNTING POLICIES - continued

Financial assets
The company has elected to apply the provisions of Section 11 'Basic Financial Instruments' and Section 12 'Other Financial Instruments Issues' of FRS 102 to all of its financial instruments.

Financial assets are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

Basic financial assets, which include trade and other receivables and cash and bank balances are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method, unless the arrangement constitutes a financial transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Financial liabilities
Basic financial liabilities, which include trade and other payables, are initially measured at transaction price and subsequently measured at amortised cost, unless the arrangement constitutes a financing transaction where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Equity instruments
Equity instruments issued by the company are recorded at the fair value of the proceeds received net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

3. EMPLOYEES AND DIRECTORS
2024 2023
£ £
Wages and salaries 7,167,366 6,902,691
Social security costs 550,224 552,991
Other pension costs 384,988 335,933
8,102,578 7,791,615

The average number of employees during the year was as follows:
2024 2023

Hotel staff 326 309
Administration 26 23
352 332

2024 2023
£ £
Directors' remuneration 276,995 397,387
Directors' pension contributions to money purchase schemes 14,733 111,661

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


3. EMPLOYEES AND DIRECTORS - continued

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 3 4
Defined benefit schemes 1 1

Information regarding the highest paid director is as follows:
2024 2023
£ £
Emoluments etc 199,974 158,758
Pension contributions to money purchase schemes - 38,994

4. OPERATING PROFIT

The operating profit is stated after charging:

2024 2023
£ £
Other operating leases 59,740 58,361
Depreciation - owned assets 421,888 435,641
Loss on disposal of fixed assets - 96,376
Website development costs amortisation 15,637 15,827
Computer software amortisation 14,243 5,334
Auditors' remuneration 38,200 36,385
Auditors' remuneration for non audit work 33,665 31,818

Further analysis of the amounts payable to the company's auditors is given below:
2024 2023
£    £   
Fees payable to the company's auditor for the audit of the company
and the consolidated financial statements 38,200 36,385

Fees payable to the company's auditor for other services:
- Taxation services 2,950 2,950
- Other services 30,715 28,868
71,865 68,203

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


5. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£ £
Loan interest 944,012 883,196
Other interest 11,359 12,375
Hire purchase 8,847 6,174
964,218 901,745

6. TAXATION

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2024 2023
£ £
Deferred tax (18,318 ) 5,335
Tax on loss (18,318 ) 5,335

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
Loss before tax (561,159 ) (326,404 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 %
(2023 - 22.500 %)

(140,290

)

(73,441

)

Effects of:
Expenses not deductible for tax purposes 29,920 6,028
Expenditure timing differences 40,922 (243 )
Impact of capital allowances super deduction - (312 )
Depreciation on assets not qualifying for capital allowances 7,763 7,268
Deferred tax on employee benefit scheme (2,000 ) 15,000
Effect of different rate of tax for corporation tax and deferred tax - (6,744 )
Deferred tax movement not recognised 45,367 57,779
Total tax (credit)/charge (18,318 ) 5,335

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£ £ £
Actuarial (losses) / gains on pension (300,000 ) 77,000 (223,000 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


6. TAXATION - continued

2023
Gross Tax Net
£ £ £
Actuarial (losses) / gains on pension (292,000 ) 62,000 (230,000 )
Revaluation of fixed assets (2,911,836 ) - (2,911,836 )
(3,203,836 ) 62,000 (3,141,836 )

UK corporation tax has been charged at an effective rate of 25% (2023: 22.5%).

The average rate of corporation tax in the prior year was 22.5% as the rate increased from 19% to 25% on 1 April 2023.

7. INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not presented as part of these financial statements.

The parent company's profit for the financial year was £610 (2023: £1,172,697).

8. DIVIDENDS

2024 2023
£    £   
Ordinary "B" shares of £1 each - interim - -
Ordinary "C" shares of £1 each - interim - 50,000
Ordinary "D" shares of £1 each - interim - 25,000
Ordinary "E" shares of £1 each - interim - 25,000
- 100,000

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


9. INTANGIBLE FIXED ASSETS

Group
Website
development Computer
Goodwill costs software Totals
£ £ £ £
COST
At 1 November 2023 11,500 66,270 36,442 114,212
Additions - 16,000 13,806 29,806
At 31 October 2024 11,500 82,270 50,248 144,018
AMORTISATION
At 1 November 2023 11,500 40,329 5,334 57,163
Amortisation for year - 15,637 14,243 29,880
At 31 October 2024 11,500 55,966 19,577 87,043
NET BOOK VALUE
At 31 October 2024 - 26,304 30,671 56,975
At 31 October 2023 - 25,941 31,108 57,049

10. TANGIBLE FIXED ASSETS

Group
Hotel Long Charter
properties leasehold vessel
£ £ £
COST OR VALUATION
At 1 November 2023 33,600,000 219,307 835,839
Additions - - -
Impairments - - (79,961 )
At 31 October 2024 33,600,000 219,307 755,878
DEPRECIATION
At 1 November 2023 - 219,307 116,912
Charge for year - - 13,239
At 31 October 2024 - 219,307 130,151
NET BOOK VALUE
At 31 October 2024 33,600,000 - 625,727
At 31 October 2023 33,600,000 - 718,927

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


10. TANGIBLE FIXED ASSETS - continued

Group

Fixtures
and Motor Computer
fittings vehicles equipment Totals
£ £ £ £
COST OR VALUATION
At 1 November 2023 4,869,524 54,785 300,046 39,879,501
Additions 109,527 - 2,522 112,049
Impairments - - - (79,961 )
At 31 October 2024 4,979,051 54,785 302,568 39,911,589
DEPRECIATION
At 1 November 2023 3,521,898 37,165 200,024 4,095,306
Charge for year 347,367 4,405 56,877 421,888
At 31 October 2024 3,869,265 41,570 256,901 4,517,194
NET BOOK VALUE
At 31 October 2024 1,109,786 13,215 45,667 35,394,395
At 31 October 2023 1,347,626 17,620 100,022 35,784,195


The net book value of assets held on hire purchase contracts included within the above was £89,292 (2023: £123,558). The depreciation charge relating to these assets amounted to £33,686 (2023: £28,660).

Company
Hotel
properties
£
COST
At 1 November 2023
and 31 October 2024 33,600,000
NET BOOK VALUE
At 31 October 2024 33,600,000
At 31 October 2023 33,600,000

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


10. TANGIBLE FIXED ASSETS - continued

Company

Cost or valuation at 31 October 2023 is represented by:

Hotel
properties
£
Valuation in 19917,046,118
Valuation in 20057,960,871
Valuation in 2009(607,183)
Valuation in 2014(1,679,439)
Valuation in 20172,660,000
Valuation in 2018227,722
Valuation in 20212,385,260
Valuation in 2023(3,008,345)
Cost18,614,996
33,600,000

Two of the hotel properties were valued by Knight Frank in July 2023, and the remaining hotel property was valued by Graham and Sibbald UK in October 2024, on the basis of open market value as fully equipped and operational hotels. The directors are of the opinion that there was no change in value between the dates of these valuations and the balance sheet date.

11. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£
COST
At 1 November 2023
and 31 October 2024 1,009,447
NET BOOK VALUE
At 31 October 2024 1,009,447
At 31 October 2023 1,009,447


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


11. FIXED ASSET INVESTMENTS - continued


The company's investments at the balance sheet date in the share capital of companies include the following:

Company Nature of business
Greenclose Hotels Limited Hotelier
Greenclose Management Services Limited Dormant
Ocean Passages Limited Dormant
Ocean Passages (Charter) Limited Vessel chartering
T C L Construction Limited Dormant
Imperial Hotel (Llandudno) Limited Dormant
Careys Manor Hotel (Brockenhurst) Limited Dormant
Montagu Arms Hotel (Beaulieu) Limited Dormant
SenSpa (International) Limited Dormant

All of the above companies are incorporated in England and Wales and are included in the consolidated group accounts. All investments are a 100% holding of the issued share capital. The registered office and principal place of business of all subsidiaries is Pennington House, Ridgeway Lane, Lymington, Hampshire, SO41 8AA.

12. STOCKS

Group
2024 2023
£ £
Stocks 185,638 203,719

Stock recognised in cost of sales during the year as an expense was £1,898,934 (2023: £1,921,486).

13. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Trade debtors 48,152 46,490 - -
Amounts owed by group undertakings - - 740,500 740,500
Other debtors 526,728 601,928 501,970 568,033
Directors' current accounts 348,246 347,687 - -
Prepayments and accrued income 445,968 393,825 - -
1,369,094 1,389,930 1,242,470 1,308,533

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


14. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Other loans (see note 16) 19,886,655 525,193 19,886,655 525,193
Hire purchase contracts (see note 17) 45,533 57,938 - -
Trade creditors 1,395,873 1,298,396 - -
Amounts owed to group undertakings - - 11,775,072 12,001,578
Social security and other taxes 588,324 887,724 - -
Other creditors 536,175 564,357 - -
Directors' current accounts - 1,586 - -
Accruals and deferred income 1,177,712 1,000,727 - -
23,630,272 4,335,921 31,661,727 12,526,771

15. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

Group Company
2024 2023 2024 2023
£ £ £ £
Other loans (see note 16) - 19,050,000 - 19,050,000
Hire purchase contracts (see note 17) 21,034 63,808 - -
21,034 19,113,808 - 19,050,000

16. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£ £ £ £
Amounts falling due within one year or on demand:
Other loans - less than 1 year 19,886,655 525,193 19,886,655 525,193
Amounts falling due between one and two years:
Other loans - 1-2 years - 19,050,000 - 19,050,000

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


17. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£ £
Gross obligations repayable:
Within one year 48,601 63,183
Between one and five years 23,003 71,604
71,604 134,787

Finance charges repayable:
Within one year 3,068 5,245
Between one and five years 1,969 7,796
5,037 13,041

Net obligations repayable:
Within one year 45,533 57,938
Between one and five years 21,034 63,808
66,567 121,746

Group
Non-cancellable
operating leases
2024 2023
£ £
Within one year 73,102 52,958
Between one and five years 171,161 147,104
In more than five years - 8,580
244,263 208,642

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


18. SECURED DEBTS

The following secured debts are included within creditors:

Group
2024 2023
£ £
Hire purchase contracts 66,567 121,746
Other loans 19,886,655 19,575,193
19,953,222 19,696,939

Other loans are secured by way of fixed legal charges over the group's hotel properties and a debenture over the assets of the group.

The hire purchase liability is secured against the assets to which the borrowing relates.

The Greenclose Pension Fund holds a subordinated legal charge over the group's hotel properties in respect of the pension fund deficit.

19. PROVISIONS FOR LIABILITIES

Group
2024 2023
£ £
Deferred tax 111,130 127,448

Group
Deferred tax
£
Balance at 1 November 2023 127,448
Accelerated capital allowances (60,542 )
Tax losses 44,224
Balance at 31 October 2024 111,130

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
1,007,428 Ordinary A £1 1,007,428 1,007,428
1,000 Ordinary B £1 1,000 1,000
1,000 Ordinary C £1 1,000 1,000
10 Ordinary D £1 10 10
10 Ordinary E £1 10 10
1,009,448 1,009,448

21. RESERVES

Group
Retained
Retained Share earnings
earnings premium (unrealised) Totals
£ £ £ £

At 1 November 2023 (2,184,725 ) 106,404 15,081,513 13,003,192
Deficit for the year (542,841 ) - - (542,841 )
Actuarial gains/(losses) (223,000 ) - - (223,000 )
At 31 October 2024 (2,950,566 ) 106,404 15,081,513 12,237,351

Company
Retained
Retained earnings
earnings (unrealised) Totals
£ £ £

At 1 November 2023 1,138,467 2,264,637 3,403,104
Profit for the year 610 - 610
At 31 October 2024 1,139,077 2,264,637 3,403,714


GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


22. EMPLOYEE BENEFIT OBLIGATIONS

The Greenclose Pension Fund is a funded defined-benefit scheme, with the assets held in separate trustee administered funds. The total contributions are as noted below. The estimated value of employer contributions for the forthcoming year is £817,000.

Total contributions made 2024 2023
£    £   
Employer's contributions 17,000 65,000
Employee's contributions - -
17,000 65,000

The amounts recognised in profit or loss are as follows:

Defined benefit
pension plans
2024 2023
£ £
Current service cost - -
Net interest from net defined benefit
asset/liability

25,000

6,000
Past service cost - -
25,000 6,000

Actual return on plan assets 125,000 (307,000 )

Changes in the present value of the defined benefit obligation are as follows:

Defined benefit
pension plans
2024 2023
£ £
Opening defined benefit obligation 2,917,000 3,056,000
Interest cost 165,000 152,000
Actuarial losses/(gains) 283,000 (146,000 )
Benefits paid (249,000 ) (145,000 )
3,116,000 2,917,000

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


22. EMPLOYEE BENEFIT OBLIGATIONS - continued

Changes in the fair value of scheme assets are as follows:

Defined benefit
pension plans
2024 2023
£ £
Opening fair value of scheme assets 2,545,000 2,932,000
Contributions by employer 17,000 65,000
Expected return 140,000 146,000
Actuarial gains/(losses) (15,000 ) (453,000 )
Benefits paid (249,000 ) (145,000 )
2,438,000 2,545,000

The amounts recognised in other comprehensive income are as follows:

Defined benefit
pension plans
2024 2023
£ £
Actuarial gains/(losses) (300,000 ) (292,000 )
Income tax relating to other comprehensive
income

77,000

62,000
(223,000 ) (230,000 )

The major categories of scheme assets as a percentage of total scheme assets are as follows:

Defined benefit
pension plans
2024 2023
Equities 8.60% 9.80%
UK Government Bonds 3.40% 4.20%
Corporate Bonds 86.80% 85.10%
Cash 1.20% 0.90%
100.00% 100.00%

Principal actuarial assumptions at the balance sheet date (expressed as weighted averages):

2024 2023
Discount rate 5.60% 5.90%
Inflation (RPI) 3.30% 3.30%
Inflation (CPI) 2.80% 2.80%
Pension increases in payment (CPI) 2.70% 2.80%

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


22. - continued

Defined contribution scheme

The group operates a defined contribution pension scheme. The employer's contributions payable during the year totalled £384,988 (2023: £335,933). Contributions totalling £21,437 (2023: £24,748) were unpaid at the balance sheet date.

23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES

The following advances and credits to directors subsisted during the years ended 31 October 2024 and 31 October 2023:

2024 2023
£ £
J A C Leach
Balance outstanding at start of year 341,281 (4,194 )
Amounts advanced 407,366 419,501
Amounts repaid (517,873 ) (74,026 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 230,774 341,281

Miss P A Leach
Balance outstanding at start of year 6,406 (3,594 )
Amounts advanced 60,990 63,403
Amounts repaid - (53,403 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 67,396 6,406

Mrs C R Gibson
Balance outstanding at start of year (523 ) (1,282 )
Amounts advanced 25,582 25,891
Amounts repaid - (25,132 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 25,059 (523 )

R A C Leach
Balance outstanding at start of year (1,063 ) (1,493 )
Amounts advanced 26,080 25,430
Amounts repaid - (25,000 )
Amounts written off - -
Amounts waived - -
Balance outstanding at end of year 25,017 (1,063 )

GREENCLOSE HOLDINGS LIMITED (REGISTERED NUMBER: 08255582)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 31 OCTOBER 2024


23. DIRECTORS' ADVANCES, CREDITS AND GUARANTEES - continued

No interest is charged on the loans to the directors.

24. RELATED PARTY DISCLOSURES

R J Haycocks
Director

During the year, R J Haycocks provided services to the group totalling £14,249 (2023: £6,494).

Willow Beauty Products Limited
A company under the control of a close family member of J A C Leach.

During the year, Willow Beauty Products Limited provided services to the group totalling £128,100 (2023: £130,800) and sold goods to the group totalling £38,884 (2023: £43,670).

At the balance sheet date, a loan of £501,970 (2023: £568,033) was owed by Willow Beauty Products Limited. No interest is charged on this loan.

T Stowell
Close family member of J A C Leach.

During the year, T Stowell provided services to the group totalling £800 (2023: £2,498).

N Lofthouse
Close family member of G S Lofthouse.

During the year, the group paid sponsor fees to N Lofthouse totalling £30,422 (2023: £29,464).

Spring Green London Limited
A company under the control of a close family member of J A C Leach.

During the year, Spring Green London Limited provided services to the group totalling £1,200 (2023: £1,200).

J A C Leach
Director

During the year, the group paid rent to the director totalling £20,000 (2023: £20,000).

25. POST BALANCE SHEET EVENTS

On the 28th March 2025, Careys Manor Hotel & SenSpa was sold to Myst Hotels and Resorts Limited. As of this date, the group has ceased trading out of this location, with all activities being transferred to the new owners. Some of the sales proceeds have been used to partially repay the other loans balance which is included in creditors falling due within one year, and also to clear the deficit in the group's defined benefit pension scheme.

26. ULTIMATE CONTROLLING PARTY

The group was under the control of Mr J A C Leach and Miss P A Leach, directors, by virtue of their majority interest in the issued share capital of Greenclose Holdings Limited.