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Registered number: 08768591 GREENSPAN PROJECTS LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
GREENSPAN PROJECTS LIMITED COMPANY INFORMATION
Directors | Guy Morton
| Patricia Morton
| Peter Gordon Morton
| Roderick Morton
| Sophie Louise Morton
| Vivienne Mary Morton
Registered number | 08768591
Registered office | Milkmead Farm Hogwood Lane
| West End
| Southampton
| SO30 3HZ
Independent auditors | Clifford Fry & Co LLP
| St Mary's House
| Netherhampton
| Salisbury
| Wiltshire
| SP2 8PU
GREENSPAN PROJECTS LIMITED CONTENTS
| Page
Strategic report | 1 - 3
Directors' report | 4 - 5
Independent auditors' report | 6 - 9
Statement of income and retained earnings | 10
Balance sheet | 11 - 12
Notes to the financial statements | 13 - 30
GREENSPAN PROJECTS LIMITED STRATEGIC REPORT FOR THE YEAR ENDED 31 DECEMBER 2024
Introduction
The Directors are delighted to confirm that 2024 proved to be a successful year for Greenspan following the consolidation and investments of the previous two years.
Business review
A number of large projects that had been on hold as the global economy continued to prove challenging for clients, came over the line for us and into production. These included delivering more firsts for Greenspan Projects Ltd: - • Our first turnkey project in the Middle East • Our first new build cruise ship play project • Our first of two projects in Scandinavia • The rollout of the first three Puttify courses across the US and Europe. Coupled with these, Greenspan Projects Ltd created a new maintenance division, focussing on existing, and now new clients, the new division has proven a great success in its first year. This allows Greenspan to offer extra value to clients post completion and ensuring their investments continue to generate returns without the necessary expertise that may be required. The US business continued to go from strength to strength with an expansion of products being supplied to this marketplace, including outdoor and indoor minigolf, Puttify and Aerial activities. The forward order book is very strong with secured projects hitting £20m for the first time in the history of Greenspan Projects Ltd for 2024, again continuing the growth we have seen for the past two years. Page 1
GREENSPAN PROJECTS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Principal risks and uncertainties
The Directors recognise that commercial activities invariably involve an element of risk. A number of the risks to which the business is exposed, such as the condition of the UK domestic economy and sentiment in the UK leisure and hospitality market, are beyond the Company's influence. However, such risk areas are monitored and appropriate mitigating action, such as reviewing the substance and timing of the Company's operational plans, is taken wherever practicable in response to significant changes. The Directors consider the risk areas the Company is exposed to in the light of prevailing economic conditions and the risk areas set out in this section are subject to review. The Company's approach to risk reflects the Company's granular business model and position in the market and involves the expertise of its directors, management and third-party advisers. Operational progress decisions are considered in regular management team meetings as well as being subject to informal peer review. Higher level risks and financial exposures are subject to constant monitoring. Major investment and disposal decisions are subject to review by the directors in accordance with a protocol set by the Board.
Potential risk reduction in securing new projects | Impact | Mitigation
Effect of downturn in macroeconomic environment | - Lack of revenue - Reduced profitability - Reduced cashflow | - Actual and prospective forecast continually monitored - Early identification of holdups in sales - Tendency of small traders to take early action in response to economic conditions - Diverse client base - Sustainable location and property use
Higher than anticipated material and labour costs | - Income insufficient to cover costs | - All material expenditure subject to authorisation regime - Capital expenditure subject to regular review
Changes to legal environment,planning law or local planning policy | - Adverse impact on client basis | - Monitoring of UK property environment and regulatory proposals
Failure to comply with regulatory requirements in connection with construction, including health,safety and environmental | - Client and third-party claims resulting in financial loss -Reputational damage | - Guidance on regulatory requirements provided by managing agents and professional advisers - Individual projects monitored by project - Ongoing programme of risk assessments for all contracts - Key risks covered by insurance polices
Page 2
GREENSPAN PROJECTS LIMITED STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Future outlook
As we now look to focus and grow our international presence, we have invested significantly in our systems and staff, bringing in experienced project teams and rolling out a new project management system to ensure our core values of quality, playability and fanatical customer service remain at the forefront of our offering. On behalf of the Board we would like to extend our appreciation to our employees, customers and contractors for their support and dedication throughout the period.
Operational controls
During the year, the Directors continued to recognise that the Company's ability to operate successfully is largely dependent on the maintenance of its straightforward approach to doing business and its reputation for integrity. All those who act on the Company's behalf are required to behave and transact business in accordance with the highest professional standards. As well as compliance with all relevant regulatory requirements, this extends to customer care and external complaint guidelines. The Board has overall responsibility for the Company's internal control systems and for monitoring its effectiveness. The Board's approach is designed to manage rather than eliminate the risk of failure to achieve business objectives and can only provide reasonable assurance against material misstatements or loss. The Directors have not considered it appropriate to establish a separate internal audit function, having regard to the Company's size. The Board's approach to internal controls covers all companies within the Group and there are no associate or joint venture entities which it does not cover.
Key performance indicators
The KPIs for the business are monitored to fall in line with our values: - quality,playability and fanatical customer service. Gross profit percentage is a KPI for the business which comes from our projects and recurring revenue model which is being geared up over the coming period. Through ensuring our values are met and exceeded then the financial KPIs follow and the board was happy with the final results alongside the target. Administrative expenses have exceeded budget, however this comes as a result of significant investment in personnel and systems in order to catch up with the significant growth Greenspan has experienced in the past couple of years. This report was approved by the board on 7 October 2025 and signed on its behalf.
................................................ Guy Morton Director
Page 3
GREENSPAN PROJECTS LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 31 DECEMBER 2024 The Directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The Directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the Directors are required to: ∙select suitable accounting policies for the Company's financial statements and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply with the Companies Act 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.
Results and dividends
The profit for the year, after taxation, amounted to £235,774 (2023 - £226,718). The Directors have paid a final dividend of £873,681 (2023 - £600,00).
Directors
The Directors who served during the year were:
Guy Morton
Patricia Morton
Peter Gordon Morton
Roderick Morton
Sophie Louise Morton
Vivienne Mary Morton
Future developments
The Company continues to trade successfully with no material future developments planned. Page 4
GREENSPAN PROJECTS LIMITED DIRECTORS' REPORT (CONTINUED) FOR THE YEAR ENDED 31 DECEMBER 2024
Disclosure of information to auditors
Each of the persons who are Directors at the time when this Directors' report is approved has confirmed that: ∙so far as the Director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Auditors
The auditors, Clifford Fry & Co LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006. This report was approved by the board on 7 October 2025 and signed on its behalf.
................................................ Guy Morton Director
Page 5
GREENSPAN PROJECTS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GREENSPAN PROJECTS LIMITED
Opinion
We have audited the financial statements of Greenspan Projects Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of income and retained earnings, the Balance sheet 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 Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Page 6
GREENSPAN PROJECTS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GREENSPAN PROJECTS LIMITED (CONTINUED)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The Directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Strategic report and the Directors' report for the financial year 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 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, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of Directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the Directors' responsibilities statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so. Page 7
GREENSPAN PROJECTS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GREENSPAN PROJECTS LIMITED (CONTINUED)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We gained an understanding of the legal and regulatory framework applicable to the Company, including obtaining details on how they identify and comply with laws and regulations and whether they were aware of any non-compliance, how they detect and respond to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud, and finally the controls they have in order to mitigate risks of fraud or non-compliance with laws and regulations. We designed audit procedures to respond to the risk, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, intentional misrepresentations. As a result of these procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas: revenue and profit recognition. We focussed on laws and regulations which could give rise to a material misstatement in the financial statements, including, but not limited to, the Companies Act 2006 and UK tax legislation. Our tests included agreeing the financial statement disclosures to underlying supporting documentation, performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud and enquiries with management. As in all our audits, we also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report. Page 8
GREENSPAN PROJECTS LIMITED INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GREENSPAN PROJECTS LIMITED (CONTINUED)
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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Simon Allenby FCA (Senior statutory auditor) for and on behalf of Clifford Fry & Co LLP (Statutory auditors) St Mary's House Netherhampton Salisbury Wiltshire SP2 8PU 7 October 2025 Page 9
GREENSPAN PROJECTS LIMITED STATEMENT OF INCOME AND RETAINED EARNINGS FOR THE YEAR ENDED 31 DECEMBER 2024
| 2024 | 2023
Note | £ | £
Turnover | 3 | 7,265,383 | 10,491,149
Cost of sales |  | (4,349,864) | (6,902,771)
Gross profit |  | 2,915,519 | 3,588,378
Administrative expenses |  | (2,909,475) | (3,758,765)
Other operating income | 4 | 225,625 | 347,638
Operating profit | 5 | 231,669 | 177,251
Interest receivable and similar income | 9 | 3,927 | 6,782
Interest payable and similar expenses | 10 | (10,113) | (13,429)
Profit before tax |  | 225,483 | 170,604
Tax on profit | 11 | 10,291 | 56,114
Profit after tax |  | 235,774 | 226,718
Retained earnings at the beginning of the year |  | 2,856,901 | 3,230,183
Profit for the year |  | 235,774 | 226,718
Dividends declared and paid | 12 | (873,681) | (600,000)
Retained earnings at the end of the year |  | 2,218,994 | 2,856,901
The notes on pages 13 to 30 form part of these financial statements.
Page 10
GREENSPAN PROJECTS LIMITED REGISTERED NUMBER: 08768591 BALANCE SHEET AS AT 31 DECEMBER 2024
|  | 2024 |  | 2023
Note |  | £ |  | £
Fixed assets |  |  |  |  |
Intangible assets | 13 |  | 487,981 |  | -
Tangible assets | 14 |  | 419,052 |  | 436,638
Investments | 15 |  | 1,742 |  | 1,742
|  |  | 908,775 |  | 438,380
Current assets |  |  |  |  |
Stocks | 16 | 18,033 |  | 1,684 |
Debtors: amounts falling due within one year | 17 | 3,169,682 |  | 3,264,552 |
Cash at bank and in hand | 18 | 875,529 |  | 286,201 |
|  | 4,063,244 |  | 3,552,437 |
Creditors: amounts falling due within one year | 19 | (2,659,184) |  | (989,839) |
Net current assets |  |  | 1,404,060 |  | 2,562,598
Total assets less current liabilities |  |  | 2,312,835 |  | 3,000,978
Creditors: amounts falling due after more than one year | 20 |  | (62,500) |  | (112,500)
Provisions for liabilities |  |  |  |  |
Deferred tax | 23 | (31,221) |  | (31,457) |
|  |  | (31,221) |  | (31,457)
Net assets |  |  | 2,219,114 |  | 2,857,021
Capital and reserves |  |  |  |  |
Called up share capital | 24 |  | 120 |  | 120
Profit and loss account | 25 |  | 2,218,994 |  | 2,856,901
|  |  | 2,219,114 |  | 2,857,021
Page 11
GREENSPAN PROJECTS LIMITED REGISTERED NUMBER: 08768591 BALANCE SHEET (CONTINUED) AS AT 31 DECEMBER 2024 The financial statements were approved and authorised for issue by the board and were signed on its behalf on 7 October 2025.
................................................ Guy Morton
Director
The notes on pages 13 to 30 form part of these financial statements. Page 12
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
1. | General information
Greenspan Projects Limited is a private company limited by share capital, incorporated and registered in England and Wales. The principal activity of the Company was that of landscape service activities.The registered office is Milkmead Farm Hogwood Lane, West End, Southampton, Hampshire, United Kingdom, SO30 3HZ. The Company's principal place of business is 45 Macadam Way, Andover, SP10 3XW. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies. The following principal accounting policies have been applied:
| 2.2 | Financial Reporting Standard 102 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d); ∙the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c); ∙the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; ∙the requirements of Section 33 Related Party Disclosures paragraph 33.7. This information is included in the consolidated financial statements of Greenspan UK Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Milkmead Farm Hogwood Lane, West End, Southampton, Hampshire, United Kingdom, SO30 3HZ. Page 13
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.3 | Foreign currency translation
Functional and presentation currency The Company's functional and presentational currency is GBP. Transactions and balances Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions. At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
| 2.4 | Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: ∙the Company has transferred the significant risks and rewards of ownership to the buyer; ∙the Company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the transaction; and ∙the costs incurred or to be incurred in respect of the transaction can be measured reliably. Rendering of services Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: ∙the amount of revenue can be measured reliably; ∙it is probable that the Company will receive the consideration due under the contract; ∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and ∙the costs incurred and the costs to complete the contract can be measured reliably. Page 14
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.5 | Operating leases: the Company as lessee
Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term. Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
| 2.6 | Research and development
In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain specific criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight-line basis over their useful economic lives, which range from 3 to 6 years. If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.
| 2.7 | Interest income
Interest income is recognised in profit or loss using the effective interest method.
| 2.8 | Finance costs
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.9 | Borrowing costs
All borrowing costs are recognised in profit or loss in the year in which they are incurred.
| 2.10 | Pensions
Defined contribution pension plan The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations. The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds. Page 15
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.11 | Current and deferred taxation
The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
| 2.12 | Intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years. The estimated useful lives range as follows:
|  |  |  | Research & development | - |  | 5 years
|  |  |  | Goodwill | - |  | No amortisation
| 2.13 | Tangible fixed assets
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Page 16
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.13 | Tangible fixed assets (continued)
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method & reducing balance. Depreciation is provided on the following basis:
|  |  |  | Improvements to property | - | straight line over 10 years
|  |  |  | Plant and machinery | - | 25% straight line
|  |  |  | Motor vehicles | - | 25% reducing balance
|  |  |  | Fixtures and fittings | - | 25% straight line
|  |  |  | Computer equipment | - | 33% straight line
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date. Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
| 2.14 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of income and retained earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
| 2.15 | Stocks
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.
| 2.16 | Debtors
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.17 | Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Page 17
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.18 | Creditors
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
| 2.19 | Provisions for liabilities
Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made. Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties. Increases in provisions are generally charged as an expense to profit or loss.
| 2.20 | Financial instruments
The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Basic financial assets Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments. Basic financial liabilities Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after the deduction of all its liabilities. Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial. Debt instruments are subsequently carried at their amortised cost using the effective interest rate method. Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially Page 18
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024 2.Accounting policies (continued)
| 2.20 | Financial instruments (continued)
recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
| 2.21 | Dividends
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
3. | Turnover
| An analysis of turnover by class of business is as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Sales | 7,265,383 | 10,491,149
|  | 7,265,383 | 10,491,149
Analysis of turnover by country of destination:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| United Kingdom | 7,265,383 | 10,491,149
|  | 7,265,383 | 10,491,149
4. | Other operating income
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Net rents receivable | 105,625 | 47,125
| Service charge receivable | 120,000 | 300,513
|  | 225,625 | 347,638
Page 19
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
5. | Operating profit
| The operating profit is stated after charging:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Exchange differences | 60,486 | 15,012
| Other operating lease rentals | 13,830 | 229,131
6. | Auditors' remuneration
| During the year, the Company obtained the following services from the Company's auditors:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Fees payable to the Company's auditors for the audit of the Company's financial statements | 8,000 | 13,816
7. | Employees
| Staff costs, including Directors' remuneration, were as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Wages and salaries | 1,471,227 | 1,598,646
| Social security costs | 172,025 | 184,770
| Cost of defined contribution scheme | 24,586 | 36,242
|  | 1,667,838 | 1,819,658
| The average monthly number of employees, including the Directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Employees | 29 | 37
Page 20
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
8. | Directors' remuneration
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Directors' emoluments | 54,576 | 54,576
| Company contributions to defined contribution pension schemes | 536 | -
|  | 55,112 | 54,576
| During the year retirement benefits were accruing to 5 Directors (2023 - 5) in respect of defined contribution pension schemes.
9. | Interest receivable
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other interest receivable | 3,927 | 6,782
|  | 3,927 | 6,782
10. | Interest payable and similar expenses
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Other loan interest payable | 8,739 | 11,360
| Finance leases and hire purchase contracts | 1,374 | 2,069
|  | 10,113 | 13,429
Page 21
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
11. | Taxation
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Corporation tax |  |
| Current tax on profits for the year | (10,055) | -
| Adjustments in respect of previous periods | - | (434)
| Total current tax | (10,055) | (434)
| Deferred tax |  |
| Origination and reversal of timing differences | (236) | (55,680)
| Total deferred tax | (236) | (55,680)
| Tax on profit | (10,291) | (56,114)
| Factors affecting tax charge for the year
| There were no factors that affected the tax charge for the year which has been calculated on the profits on ordinary activities before tax at the standard rate of corporation tax in the UK of 25% (2023 - 25%).
12. | Dividends
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Dividends | 873,681 | 600,000
|  | 873,681 | 600,000
Page 22
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
13. | Intangible assets
|  | Research & development | Goodwill | Total
|  | £ | £ | £
| Cost |  |  |
| At 1 January 2024 | - | 480,000 | 480,000
| Additions | 513,043 | - | 513,043
| At 31 December 2024 | 513,043 | 480,000 | 993,043
| Amortisation |  |  |
| At 1 January 2024 | - | 480,000 | 480,000
| Charge for the year on owned assets | 25,062 | - | 25,062
| At 31 December 2024 | 25,062 | 480,000 | 505,062
| Net book value |  |  |
| At 31 December 2024 | 487,981 | - | 487,981
| At 31 December 2023 | - | - | -
Page 23
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
14. | Tangible fixed assets
|  | Improvements to property | Plant and machinery | Motor vehicles | Fixtures and fittings | Computer equipment | Total
|  | £ | £ | £ | £ | £ | £
| Cost or valuation |  |  |  |  |  |
| At 1 January 2024 | 354,719 | 131,922 | 244,079 | 64,789 | 113,197 | 908,706
| Additions | 8,372 | 3,596 | 97,382 | - | 9,097 | 118,447
| Disposals | - | - | (72,241) | - | - | (72,241)
| At 31 December 2024 | 363,091 | 135,518 | 269,220 | 64,789 | 122,294 | 954,912
| Depreciation |  |  |  |  |  |
| At 1 January 2024 | 111,335 | 117,170 | 143,425 | 21,597 | 78,541 | 472,068
| Charge for the year on owned assets | 35,802 | 8,536 | 39,604 | 13,578 | 21,342 | 118,862
| Disposals | - | - | (55,070) | - | - | (55,070)
| At 31 December 2024 | 147,137 | 125,706 | 127,959 | 35,175 | 99,883 | 535,860
| Net book value |  |  |  |  |  |
| At 31 December 2024 | 215,954 | 9,812 | 141,261 | 29,614 | 22,411 | 419,052
| At 31 December 2023 | 243,384 | 14,752 | 100,654 | 43,192 | 34,656 | 436,638
| The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Motor vehicles | - | 45,224
|  | - | 45,224
Page 24
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
15. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 1,742
| At 31 December 2024 | 1,742
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Registered office | Holding
| Greenspan Projects US Inc (Houston, Texas, USA) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Projects OH LLC (Ohio) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Projects TX LLC (Texas) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Projects PA LLC (Pennsylvania) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Projects NY LLC (New York) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Projects IL LLC (Illinois) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Projects FL LLC (Florida) | 1120 Bay Area Boulevard Houston TX 77058 | 100%
| Greenspan Project EU Ltd (Cyprus) | Aiolou & Panagioti Diomidous 93020 Limassol Cyprus | 100%
| Greenspan SWD Limited | Milkmead Farm Hogwood Lane, West End, Southampton, Hampshire, United Kingdom, SO30 3HZ | 100%
Page 25
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
16. | Stocks
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Finished goods and goods for resale | 18,033 | 1,684
|  | 18,033 | 1,684
17. | Debtors
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Trade debtors | 903,826 | 810,517
| Amounts owed by group undertakings | 1,017,846 | 1,821,390
| Amounts owed by joint ventures and associated undertakings | 221,449 | 440,580
| Other debtors | 540,210 | 90,844
| Prepayments and accrued income | 486,351 | 101,221
|  | 3,169,682 | 3,264,552
Included within other debtors are loans to the Directors. Guy Morton & Patricia Morton £359,653 (2023 £ -Nil) Peter Gordon Morton & Vivienne Mary Morton £32,695 (2023 £ -Nil) Roderick Morton & Sophie Louise Morton £137,807 (2023 £ -Nil)
18. | Cash and cash equivalents
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Cash at bank and in hand | 875,529 | 286,201
|  | 875,529 | 286,201
Page 26
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
19. | Creditors: Amounts falling due within one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank loans | 50,000 | 50,000
| Trade creditors | 642,755 | 564,559
| Amounts owed to joint ventures | 932,068 | 100
| Other taxation and social security | 185,714 | 59,964
| Obligations under finance lease and hire purchase contracts | - | 8,651
| Other creditors | 137,363 | 21,065
| Accruals and deferred income | 711,284 | 285,500
|  | 2,659,184 | 989,839
20. | Creditors: Amounts falling due after more than one year
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Bank loans | 62,500 | 112,500
|  | 62,500 | 112,500
21. | Loans
| Analysis of the maturity of loans is given below:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Amounts falling due within one year |  |
| Bank loans | 50,000 | 50,000
| Amounts falling due more than one year |  |
| Bank loans | 62,500 | 112,500
|  | 112,500 | 162,500
Page 27
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
22. | Financial instruments
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Financial assets |  |
| Financial assets measured at fair value through profit or loss | 875,529 | 286,201
| Financial assets measured at fair value through profit or loss comprise cash at bank and in hand.
23. | Deferred taxation
|  | 2024
|  | £
| At beginning of year | (31,457)
| Charged to profit or loss | 236
| At end of year | (31,221)
| The provision for deferred taxation is made up as follows:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Accelerated capital allowances | (31,221) | (31,457)
|  | (31,221) | (31,457)
Page 28
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
24. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 14 (2023 - 14) A shares of £1.00 each | 14 | 14
|  | 14 (2023 - 14) B shares of £1.00 each | 14 | 14
|  | 20 (2023 - 20) C shares of £1.00 each | 20 | 20
|  | 20 (2023 - 20) D shares of £1.00 each | 20 | 20
|  | 20 (2023 - 20) E shares of £1.00 each | 20 | 20
|  | 20 (2023 - 20) F shares of £1.00 each | 20 | 20
|  | 6 (2023 - 6) S1 shares of £1.00 each | 6 | 6
|  | 6 (2023 - 6) S2 shares of £1.00 each | 6 | 6
|  |  | 120 | 120
25. | Reserves
Profit and loss account Includes all current and prior period retained profits and losses.
26. | Pension commitments
The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £24,586 (2023 - £36,242). Contributions totaling £5,969 (2023 - £5,007) were payable to the fund at the balance sheet date.
27. | Commitments under operating leases
| At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
| Not later than 1 year | 5,145 | 7,395
| Later than 1 year and not later than 5 years | 8,574 | -
|  | 13,719 | 7,395
Page 29
GREENSPAN PROJECTS LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 DECEMBER 2024
28. | Related party transactions
| The Company has taken advantage of the exemption under FRS 8 "Related Party Transactions" not to disclose transactions with other group companies that are 100% owned by the ultimate parent undertaking.
29. | Controlling party
The Company is a wholly owned subsidiary of Greenspan UK Holdings Limited, a company incorporated and registered in England and Wales, and this is the ultimate holding company. The registered office of Greenspan UK Holdings Limited is Milkmead Farm Hogwood Lane, West End, Southampton, Hampshire, United Kingdom, SO30 3HZ, and copies of the Group accounts can be obtained from here. There is no overall ultimate controlling party. The Company is exempt from the requirement to prepare group financial statements by virtue of section 401 of the Companies Act 2006.
Page 30