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Company Registration Number: 13280931



















GENESIS (SOUTH) HOLDINGS LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025













img6c2d.png

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

COMPANY INFORMATION


Directors
N J Gordon 
M Walker 




Registered number
13280931



Registered office
Agricola House
5 Cowper Road

Gilwilly Industrial Estate

Penrith

Cumbria

CA11 9BN




Independent auditors
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditor

James Watson House

Montgomery Way

Rosehill

Carlisle

Cumbria

CA1 2UU





 
GENESIS (SOUTH) HOLDINGS LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Consolidated statement of comprehensive income
9
Consolidated balance sheet
10 - 11
Company balance sheet
12
Consolidated statement of changes in equity
13 - 15
Company statement of changes in equity
16 - 17
Consolidated statement of cash flows
18 - 19
Consolidated analysis of net debt
20
Notes to the financial statements
21 - 35


 
GENESIS (SOUTH) HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 MARCH 2025

Introduction
 
Genesis (South) Holdings Ltd is a residential property developer that operates in the North West of England. The company operates in partnership with Genesis Homes Group Ltd and related subsidiaries, companies with common directors and shareholders. 

The Genesis Homes Group is committed to creating spaces and places that provide an enhanced living experience. Building quality homes with vibrant communities in sustainable environments, we leave each place we develop better all-round.

We recognise that we can only deliver quality homes with the hard work and commitment of our people, our subcontractors, and supply chain. The directors would like to thank each and every one of you for your commitment during another award winning year.

The trading results for the year and the Group's financial position at the year-end are shown in these financial statements. It should be noted that these trading results are for an 11-month period, with the Directors having made the strategic decision to change the year end date to bring it in line with its banking sector partners.

Tradin Position
 
The company is currently in an exciting execution period of consolidation and transition, in order to achieve our goals. Genesis Homes Group Ltd will consolidate Genesis (South) Holdings Ltd and all owned subsidiaries. During the transition, the Russell Armer brand will no longer be utilised as a trading name (unless tactical reason arises to use the Russell Armer brand by exception), with the much stronger regionally recognised Genesis Homes brand taking over on all newly launched developments.

  Business model

The Group's key strength is utilising its industry knowledge to promote housing growth, building quality homes in desirable locations across the north west of England to create thriving communities. This growth is underpinned by a strong working relationship with a number of external stakeholders, most notably Homes England and Housing Growth Partnership.

The financial statements include a number of joint venture details which are now the cornerstone of the modus operandi of the Group.

The Group accounts should not be considered in isolation due to accounting policies, notably the balance sheet values within subsidiary companies not being consolidated to the Group accounts. 

Future Trading Outlook
 
The Board is pleased with the performance of the Group. The Group has continued its planned growth trajectory whilst maintaining expected margin and reinvested in new development pipeline. The development pipeline is enviable, both in terms of geographic locations and site quality, strong financial viability of the planned developments, and the overall number of land outlets / units proposed surpassing 7 years of development pipeline at sustained and consistent output rates per year.

The Group is now embarking on a regional growth plan which identifies focused growth into the Lancashire area. The intention is to double the output of the Group over the next 4 years to 300 units per year. The Board identifies the growth into the Lancashire region as the natural enabler for a number of identified and planned strategic reasons.

The Board is delighted to have achieved the metronomic consistency of a regional housebuilder with strong forward pipeline, and is now satisfied and excited to embark on an enlarged growth focused business plan.  

Page 1

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

Key performance indicators
 
The company operates and monitors performance indicators in relation to revenues and costs incurred throughout the development process.

KPI    FY 2024  FY 2023

Turnover   £10,171,252  £9,744,806

Gross Margin         8.7%         7.7%


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



................................................
N J Gordon
Director

Date: 8 December 2025

Page 2

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 MARCH 2025

The directors present their report and the financial statements for the year ended 31 March 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated 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 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 for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group 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 £782,209 (2024 - loss £232,947).

No dividends were declared or paid during the period.

Directors

The directors who served during the year were:

N J Gordon 
M Walker 

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 and the Group'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 and the Group's auditors are aware of that information.

Auditors

The auditorsArmstrong Watson Audit Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 3

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025

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





................................................
N J Gordon
Director

Date: 8 December 2025

Page 4

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENESIS (SOUTH) HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Genesis (South) Holdings Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the year ended 31 March 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated analysis of net debt, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2025 and of the Group's 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 Group 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 Group's or the Parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 5

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENESIS (SOUTH) HOLDINGS 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 ReportOur 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 Group 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 Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENESIS (SOUTH) HOLDINGS 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 Group 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 obtained an understanding of laws and regulations that affect the company, focusing on those that had a
direct effect on the financial statements or that had a fundamental effect on its operations. Key laws and
regulations that we identified included the UK Companies Act, tax legislation and occupational health and
employment legislation.

• We enquired of the directors, reviewed correspondence with HMRC and reviewed directors meeting minutes
for evidence of non-compliance with relevant laws and regulations. We also reviewed controls the directors have
in place to ensure compliance.

• We gained an understanding of the controls that the directors have in place to prevent and detect fraud. We
enquired of the directors about any incidences of fraud that had taken place during the accounting period.

• The risk of fraud and non-compliance with laws and regulations and fraud was discussed within the audit team
and tests were planned and performed to address these risks.

• We reviewed financial statements disclosures and tested to supporting documentation to assess compliance
with relevant laws and regulations discussed above.

• We enquired of the directors and third-party advisors about actual and potential litigation and claims.

• We performed analytical procedures to identify any unusual or unexpected relationships that might indicate
risks of material misstatement due to fraud.

• In addressing the risk of fraud due to management override of internal controls we tested the appropriateness
of journal entries and assessed whether the judgements made in making accounting estimates were indicative of a potential bias.


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 7

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF GENESIS (SOUTH) HOLDINGS 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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Simon Turner (Senior statutory auditor)
for and on behalf of
Armstrong Watson Audit Limited
Chartered Accountants & Statutory Auditor
Carlisle

9 December 2025
Page 8

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 MARCH 2025

2025
Restated 2023
Note
£
£

  

Turnover
 4 
7,733,423
10,171,252

Cost of sales
  
(7,065,734)
(9,278,234)

Gross profit
  
667,689
893,018

Administrative expenses
  
(377,726)
(1,523,255)

Other operating income
 5 
292,017
391,075

Operating profit/(loss)
 6 
581,980
(239,162)

Income from fixed assets investments
  
-
1,111

Interest payable and similar expenses
 9 
(107,772)
(6,585)

Profit/(loss) before taxation
  
474,208
(244,636)

Tax on profit/(loss)
 10 
308,001
11,689

Profit/(loss) for the financial year
  
782,209
(232,947)

  

Total comprehensive income for the year
  
782,209
(232,947)

Profit/(loss) for the year attributable to:
  

Owners of the parent Company
  
782,209
(232,947)

  
782,209
(232,947)

There were no recognised gains and losses for 2025 or 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 21 to 35 form part of these financial statements.

Page 9

 
GENESIS (SOUTH) HOLDINGS LIMITED
REGISTERED NUMBER: 13280931

CONSOLIDATED BALANCE SHEET
AS AT 31 MARCH 2025

2024
Restated 2023
Note
£
£

Fixed assets
  

Tangible assets
 11 
11,782
28,165

Investments
 12 
13,114,906
13,114,906

  
13,126,688
13,143,071

Current assets
  

Stocks
 13 
-
27,456

Debtors: amounts falling due within one year
 14 
12,922,573
17,899,025

Cash at bank and in hand
 15 
546,395
25,906

  
13,468,968
17,952,387

Creditors: amounts falling due within one year
 16 
(8,967,048)
(9,071,920)

Net current assets
  
 
 
4,501,920
 
 
8,880,467

Total assets less current liabilities
  
17,628,608
22,023,538

Creditors: amounts falling due after more than one year
 17 
(2,016,805)
(1,880,563)

Provisions for liabilities
  

Deferred taxation
 19 
-
(5,154)

  
 
 
-
 
 
(5,154)

Net assets
  
15,611,803
20,137,821

Difference to be cleared
(5,344)
(11,233,963)

Capital and reserves
  

Called up share capital 
 20 
40,798
40,798

Share premium account
 21 
1,656,556
1,656,556

Capital redemption reserve
 21 
20,326
20,326

Profit and loss account
 21 
13,888,779
7,186,178

Equity attributable to owners of the parent Company
  
15,606,459
8,903,858

  
15,606,459
8,903,858


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 December 2025.




................................................
N J Gordon
Director
Page 10

 
GENESIS (SOUTH) HOLDINGS LIMITED
REGISTERED NUMBER: 13280931

CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 MARCH 2025


The notes on pages 21 to 35 form part of these financial statements.

Page 11

 
GENESIS (SOUTH) HOLDINGS LIMITED
REGISTERED NUMBER: 13280931

COMPANY BALANCE SHEET
AS AT 31 MARCH 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 12 
7,383,636
7,383,636

  
7,383,636
7,383,636

Current assets
  

Debtors: amounts falling due within one year
 14 
1,000
287,282

  
1,000
287,282

Creditors: amounts falling due within one year
 16 
(6,269,649)
(6,751,853)

Net current liabilities
  
 
 
(6,268,649)
 
 
(6,464,571)

Total assets less current liabilities
  
1,114,987
919,065

  

Creditors: amounts falling due after more than one year
 17 
(1,880,563)
(1,880,563)

  

Net liabilities
  
(765,576)
(961,498)


Capital and reserves
  

Called up share capital 
 20 
1,000
1,000

Profit and loss account
 21 
(766,576)
(962,498)

  
(765,576)
(961,498)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 8 December 2025.


................................................
N J Gordon
Director

The notes on pages 21 to 35 form part of these financial statements.

Page 12

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Equity attributable to owners of Parent Company

£
£
£
£
£

At 1 April 2024
40,798
1,656,556
20,326
13,106,570
14,824,250


Comprehensive income for the year

Profit for the year
-
-
-
782,209
782,209
Total comprehensive income for the year
-
-
-
782,209
782,209


Total transactions with owners
-
-
-
-
-


At 31 March 2025
40,798
1,656,556
20,326
13,888,779
15,606,459


Total equity

£

At 1 April 2024
14,824,250


Comprehensive income for the year

Profit for the year
782,209
Total comprehensive income for the year
782,209


Total transactions with owners
-


At 31 March 2025
15,606,459

Page 13

 
GENESIS (SOUTH) HOLDINGS LIMITED
 


CONSOLIDATED STATEMENT OF CHANGES IN EQUITY (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


The notes on pages 21 to 35 form part of these financial statements.

Page 14

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

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


Called up share capital
Share premium account
Capital redemption reserve
Profit and loss account
Equity attributable to owners of Parent Company

£
£
£
£
£

At 1 April 2022 (as restated)
40,798
1,656,556
20,326
7,419,125
9,136,805


Comprehensive income for the year

Loss for the year (as restated)
-
-
-
(232,947)
(232,947)
Total comprehensive income for the year
-
-
-
(232,947)
(232,947)


Total transactions with owners
-
-
-
-
-


At 31 March 2023 (as restated)
40,798
1,656,556
20,326
7,186,178
8,903,858

Difference to be cleared in b/fwd
5,920,392
5,920,392

Total equity

£

At 1 April 2022 (as restated)
9,136,805


Comprehensive income for the year

Loss for the year (as restated)
(232,947)
Total comprehensive income for the year
(232,947)


Total transactions with owners
-


At 31 March 2023 (as restated)
8,903,858

Difference to be cleared in b/fwd
5,920,392

The notes on pages 21 to 35 form part of these financial statements.

Page 15

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 MARCH 2025


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2024
1,000
(962,498)
(961,498)


Comprehensive income for the year

Profit for the year
-
195,922
195,922
Total comprehensive income for the year
-
195,922
195,922


Total transactions with owners
-
-
-


At 31 March 2025
1,000
(766,576)
(765,576)


The notes on pages 21 to 35 form part of these financial statements.

Page 16

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

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


Called up share capital
Profit and loss account
Total equity

£
£
£

At 1 April 2023
1,000
(958,478)
(957,478)


Comprehensive income for the year

Loss for the year
-
(4,020)
(4,020)
Total comprehensive income for the year
-
(4,020)
(4,020)


Total transactions with owners
-
-
-


At 31 March 2024
1,000
(962,498)
(961,498)


The notes on pages 21 to 35 form part of these financial statements.

Page 17

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 MARCH 2025

2025
Restated 2023
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
782,209
(232,947)

Adjustments for:

Depreciation of tangible assets
15,298
26,671

Loss on disposal of tangible assets
-
(41,931)

Interest paid
6,585
991

Taxation charge
(11,689)
245,808

(Increase)/decrease in stocks
(27,456)
-

(Increase)/decrease in debtors
(3,444,793)
1,201,546

Decrease in amounts owed by groups
-
4,784,052

Decrease in amounts owed by joint ventures
1,402,395
-

Decrease in amounts owed by participating ints
-
160

(Decrease)/increase in creditors
(389,597)
4,791,261

(Decrease)/increase in amounts owed to groups
(1)
-

(Decrease)/increase in amounts owed to join ventures
(618,575)
-

Increase in amounts owed to associates
2,865,463
-

Corporation tax received/(paid)
68,867
(1,593)

Net cash generated from operating activities

648,706
10,774,018


Cash flows from investing activities

Purchase of tangible fixed assets
(5,220)
(41,930)

Sale of tangible fixed assets
4,846
45,876

HP interest paid
(6,374)
(1,983)

Net cash from investing activities

(6,748)
1,963

Cash flows from financing activities

New secured loans
-
1,880,563

Repayment of/new finance leases
(16,282)
(103,272)

Interest paid
(211)
992

Net cash used in financing activities
(16,493)
1,778,283

Net increase in cash and cash equivalents
625,465
12,554,264

Cash and cash equivalents at beginning of year
25,906
79,369

Cash and cash equivalents at the end of year
651,371
12,633,633

Difference to be cleared
(104,976)
(12,607,727)

Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
546,395
25,906
Page 18

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 MARCH 2025


2025
2024

£
£


546,395
25,906


The notes on pages 21 to 35 form part of these financial statements.

Page 19

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 MARCH 2025

 Analysis Table - Please enter figures in the table below or tick to ignore



At 1 April 2024
At 31 March 2025
£

£

Cash at bank and in hand

25,906

25,906

Debt due after 1 year

(1,880,563)

(1,880,563)

Debt due within 1 year

(1,514)

(1,514)

Finance leases

(1)

(1)


(1,856,172)
(1,856,172)

The notes on pages 21 to 35 form part of these financial statements.

Page 20

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

1.


General information

Genesis (South) Holdings Limited ('the company') operates within the house building industry.

The company is a private company limited by shares, incorporated and domiciled in the United Kingdom. The address of the registered office is given in the company information page of this annual report.

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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity together with the group's share of the results of joint ventures. 

A subsidiary is an entity controlled by the group. Control is the power to govern financial and operating policies of an entity so as to obtain benefits from its activities. Where the group owns less than 50% of the voting powers of an entity but controls the entity by virtue of an agreement with other investors which gives it control of the financial and operating policies of the entity, it accounts for that entity as a subsidiary.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual agreement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations and are deconsolidated from the date control ceases.

Intercompany transactions and balances between group companies are therefore eliminated in full.

In the parent company financial statements investments in subsidiaries and joint ventures are stated at cost less impairment

Page 21

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group 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:

Construction contracts

When the outcome of a construction contract can be estimates reliably in terms of its stage of completion, future costs to complete and collectability of billings, the group recognises revenue and expenses on the construction contract by reference to the stage of completion of the contract activity at the end of the reporting period. The stage of completion is determined on the basis of the proportion of the contract costs incurred to date over the estimated total costs.
When the outcome of a contract cannot be estimated reliably the group only recognises revenue to the extent of the recoverable contract costs incurred.

 
2.4

Operating leases: the Group 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.

 
2.5

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.

 
2.6

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

Page 22

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.8

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 and the Group operate and generate 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

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.


 
2.9

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.

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.

The estimated useful lives range as follows:

Plant and machinery
-
10-25% straight line
Motor vehicles
-
25%reducing balance
Office equipment
-
10-33% 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.

Page 23

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Group 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 Consolidated statement of comprehensive income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.11

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.

 
2.12

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.

 
2.13

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.

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.14

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.

 
2.15

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.

 
2.16

Financial instruments

Page 24

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

2.Accounting policies (continued)


2.16
Financial instruments (continued)

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other 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 Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

 
2.17

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.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of these financial statements require management to make judgements, estimates and assumptions that affect the application of the policies and reported amounts of assets and liabilities income and expenses.

Judgements and estimates are continually evaluated and are based on historical experiences and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

The company makes estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.

a) Stage of completion on contracts

The stage of completion of contracts is measured using the costs to complete method. This involved forecasting future costs and therefore involves uncertainty. Forecast costs are based on the budgeted costs and historic experience of costs to complete similar contracts. Where contracts are forecast to be loss-making, the full loss is recognised as soon as this is foreseen. Margin is taken only where it is considered that the outcome of the contract can be measured reliably.

Page 25

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

4.


Turnover

An analysis of turnover by class of business is as follows:


2025
Restated 2023
£
£

Contracting income
7,727,338
10,120,877

Other income
-
50,000

Extras income
6,085
375

7,733,423
10,171,252


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Other operating income
98,495
284,436

Service charge receivable
193,522
106,639

292,017
391,075



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

2025
2024
£
£

Depreciation of owned tangible fixed assets
-
31,167

Exchange differences
-
11,997

Other operating lease rentals
10,594
-

Share-based payment
-
18,170


7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
-
24,475

Page 26

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

8.


Employees

Staff costs were as follows:


Group
Group
2025
2024
£
£


Wages and salaries
284,437
453,258

Social security costs
26,068
107,221

Cost of defined contribution scheme
8,521
48,766

319,026
609,245


The average monthly number of employees, including the directors, during the year was as follows:


        2025
        2024
            No.
            No.







Employees
-
15

The Company has no employees other than the directors, who did not receive any remuneration (2024 - £NIL)

9.


Interest payable and similar expenses

2025
2024
£
£


Other loan interest payable
107,772
211

Hire purchase interest payable
-
6,374

107,772
6,585

Page 27

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

10.


Taxation


2025
Restated 2023
£
£

Corporation tax


Current tax on profits for the year
67,684
(5,233)

Adjustments in respect of previous periods
(375,685)
-


(308,001)
(5,233)


Total current tax
(308,001)
(5,233)

Deferred tax


Origination and reversal of timing differences
-
(6,456)

Total deferred tax
-
(6,456)


Taxation on loss on ordinary activities
(308,001)
(11,689)

Analysis Table - Please enter figures in the table above
(5,344)

Factors affecting tax charge for the year

The tax assessed for the year is ***select*** (2024 - ***select***) the standard rate of corporation tax in the UK of 25% (2024 - 25%). The differences are explained below:

2025
Restated 2023
£
£


Profit/(loss) on ordinary activities before tax
474,208
(244,637)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)
118,552
(5,233)

Effects of:


Other timing differences leading to an increase (decrease) in taxation
-
(6,456)

Total tax charge for the year
118,552
(11,689)

Analysis Table - Please enter figures in the table above
(426,553)

Page 28

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

11.


Tangible fixed assets

Group



Plant and machinery
Motor vehicles
Total

£
£
£



Cost or valuation


At 1 April 2024
89,048
41,932
130,980


Disposals
(75,998)
(21,135)
(97,133)



At 31 March 2025

13,050
20,797
33,847



Depreciation


At 1 April 2024
84,469
18,346
102,815


Charge for the year on owned assets
1,304
5,669
6,973


Disposals
(76,000)
(11,723)
(87,723)



At 31 March 2025

9,773
12,292
22,065



Net book value



At 31 March 2025
3,277
8,505
11,782



At 31 March 2024
4,579
23,586
28,165

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:





Page 29

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

12.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost or valuation


At 1 April 2024
7,383,636



At 31 March 2025
7,383,636





Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Class of shares

Holding

Russell Armer Group Limited
Ordinary
100%
Russel Armer Limited
Ordinary
100%
Kentgate Development Limited
Ordinary
100%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertakings was as follows:

Name
Profit/(Loss)
£

Russell Armer Group Limited
5,893,923

Russel Armer Limited
9,891,826

Kentgate Development Limited
-


Joint Venture


The following was an indirect subsidiary undertaking of the Company:

Name

Registered office

Holding

Oakfield Park (Kirkby Lonsdale) LLP
See below
50%

The aggregate of the share capital and reserves as at 31 March 2025 and the profit or loss for the year ended on that date for the subsidiary undertaking was as follows:

Name

Oakfield Park (Kirkby Lonsdale) LLP

The joint venture and all subsidiaries have the same registered address as Genesis (South) Holdings Limited which is disclosed on the company information page of these financial statements.

Page 30

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

13.


Stocks

Group
Group
2025
2024
£
£

Work in progress (goods to be sold)
-
27,456

-
27,456


The difference between purchase price or production cost of stocks and their replacement cost is not material.


14.


Debtors

Group
Group
Company
Company
2025
Restated 2023
2025
Restated 2023
£
£
£
£


Trade debtors
19,285
262,131
1,000
1,000

Amounts owed by group undertakings
6,319,555
5,660,829
-
286,282

Amounts owed by joint ventures and associated undertakings
1,165,772
1,149,665
-
-

Other debtors
255,526
16,544
-
-

Amounts recoverable on long-term contracts
1,092,573
5,087,246
-
-

Deferred taxation
190
-
-
-

Amounts due by connected companies
4,069,672
5,722,610
-
-

12,922,573
17,899,025
1,000
287,282



15.


Cash and cash equivalents

Group
Group
2025
2024
£
£

Cash at bank and in hand
546,395
25,906

546,395
25,906


Page 31

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

16.


Creditors: Amounts falling due within one year

Group
Group
Company
Company
2025
Restated 2023
2025
Restated 2023
£
£
£
£

Trade creditors
1,102,120
757,338
-
-

Amounts owed to group undertakings
5,161,369
148,610
5,011,009
5,599,852

Amounts owed to joint ventures
1,181,586
881,425
1,181,586
881,425

Amounts owed to connected companies
816,839
3,251,020
-
-

Corporation tax
-
379,065
-
-

Other taxation and social security
27,091
19,313
-
-

Obligations under finance lease and hire purchase contracts
-
1
-
-

Other creditors
136,439
550,404
-
193,522

Accruals and deferred income
541,604
3,084,744
77,054
77,054

8,967,048
9,071,920
6,269,649
6,751,853



17.


Creditors: Amounts falling due after more than one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Other loans
1,880,563
1,880,563
1,880,563
1,880,563

Other creditors
136,242
-
-
-

2,016,805
1,880,563
1,880,563
1,880,563





18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£


Amounts falling due 1-2 years

Other loans
1,880,563
1,880,563
1,880,563
1,880,563



1,880,563
1,880,563
1,880,563
1,880,563



19.


Deferred taxation

Page 32

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025
 
19.Deferred taxation (continued)


Group



2025


£






At beginning of year
(5,154)


Charged to profit or loss
437


Utilised in year
4,907



At end of year
190

Company


2025






At end of year
-
Group
Group
2025
2024
£
£

Accelerated capital allowances
-
(5,154)

-
(5,154)

Analysis Table - Please enter figures in the table above
190

Page 33

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

20.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



1,000 (2024 - 1,000) Ordinary shares of £1.00 each
1,000
1,000



The total here differs from the total amount posted
to share capital and creditors map codes (G*, D30.21.00.01, D30.21.00.02, E30.21.00.01, E30.21.00.02, E30.22.00.01 & E30.22.00.02) by ......

(39,798)
(39,798)


21.


Reserves

Share premium account

Enter user text here - user input

Capital redemption reserve

Enter user text here - user input

Profit and loss account

The profit and loss account represents the company's cumulative profit/losses, net of cumulative dividends paid and other adjustments.


22.


Prior year adjustment

Included in these financial statements is a prior year adjustment in relation to Russell Armer Limited. The adjustments made have been done at individual entity level and then consolidated into these accounts. 

In these financial statements the company has recognised that some income, previously banked as
turnover from contracts, should have been allocated to the intercompany debtor account. As a result, an
adjustment has been made to reduce income and as a result, profit for the prior year. A corresponding
adjustment has been made to reflect that the tax charge in the year would also be reduced. 

A summary of the impact of these changes is documented below:

Turnover FY 23: reduced by £2,743,250
Cost of Sales FY 23: reduced by £1,100,600
Intercompany debtor balance FY 23: reduced by £1,642,650
Tax charge and tax creditor FY 23: reduced by £312,104

The impact to the P+L are reductions in turnover, cost of sales and the tax charge. The impact on the
balance sheet is a reduced intercompany debtor with the associated undertaking, and a reduced
corporation tax creditor. 

At consolidated level, these adjustments have had the same impact. 

Page 34

 
GENESIS (SOUTH) HOLDINGS LIMITED
 

 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 MARCH 2025

23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group  in an independently administered fund. The pension cost charge represents contributions payable by the Group  to the fund and amounted to £48,766  (2023 - £13,692) . Contributions totalling £1,514 (2023 - £1,514) were payable to the fund at the balance sheet date and are included in creditors.


24.


Related party transactions

The company has taken advantage of the exemptions conferred by FRS 102 in not disclosing transactions between group companies.

At 31 March 2024 the following balances were owed to/(owed by) the group from entities in which the group holds a 50% interest or entities with share directors/shareholders:


2025
2025
Restated 2023
2023
Debtor £
Creditor £
Debtor £
Creditor £

Oakfield Park (Kirkby Lonsdale) LLP
-
-
1,149,665
(881,425)
Entities with shared directors/shareholders
Genesis Homes (North) Limited
-
-
-
(3,057,498)
Bowland Fold (Halton) Limited
-
-
936,424
-
Meadow Rigg (Burneside Road) Limited
-
-
4,766,818
-
Oakfield Park Kirkby Lonsdale Management Company Limited
-
-
16,090
-
Winfield Gardens (Allinthwaite) Limited
-
-
3,278
-


25.


Controlling party

The ultimate controlling party is NJ Gordon, by virtue of his majority shareholding.


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