Gemini Properties (UK) Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 03343060 (England and Wales)

Financial Statements

for the Year Ended 31 December 2019

for

GEMINI PROPERTIES (UK) LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

Directors:

T S Hopkins

P Coleman

Registered office:

5-6 Greenfield Crescent

Edgbaston

Birmingham

B15 3BE

Registered number:

03343060 (England and Wales)

Auditors:

Haines Watts Birmingham LLP

5-6 Greenfield Crescent

Edgbaston

Birmingham

B15 3BE

Fixed assets

Tangible assets

4

67,547

27,729

Investments

5

3

3

Investment property

6

17,708,046

17,474,562

17,775,596

17,502,294

Current assets

Debtors

7

4,519,371

3,409,034

Cash at bank

136,340

502,888

4,655,711

3,911,922

Creditors

Amounts falling due within one year

8

3,367,706

4,970,858

Net current assets/(liabilities)

1,288,005

(1,058,936

)

Total assets less current liabilities

19,063,601

16,443,358

Creditors

Amounts falling due after more than one year

9

(14,093,711

)

(11,507,467

)

Provisions for liabilities

11

(249,014

)

(252,236

)

Net assets

4,720,876

4,683,655

Capital and reserves

Called up share capital

12

2

2

Fair value reserve

13

1,781,578

1,781,578

Retained earnings

13

2,939,296

2,902,075

Shareholders' funds

4,720,876

4,683,655

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 22 December 2020 and were signed on its behalf by:

P Coleman - Director

1.	Statutory information

Gemini Properties (UK) Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Accounting policies

Basis of preparing the financial statements

These financial statements have been prepped in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

Going concern

These financial statements are prepared on the going concern basis. However, the company has significant net liabilities indicating that it may not be able to meet its liabilities as they fall due for payment. Cashflow projections for the 12 months beyond the Balance Sheet date indicate that further financial support may be necessary to address this situation. The Directors are aware of the potential shortfall in funds and will provide continued financial support for the foreseeable future. Accordingly the directors believe that it is appropriate to prepare these accounts on a going concern basis.

The impact of COVID-19

In response to the COVID-19 viral pandemic, the directors have further considered their cash flow projections to take into account the impact on the business of possible scenarios brought on by the impact of COVID-19, alongside the measures that they can take to mitigate the impact. Based on these assessments, and given the measures that could be undertaken to mitigate the current adverse conditions, together with the current resources available, the directors have concluded that they can continue to adopt the going concern basis in preparing the financial statements.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Revenue from leases is recognised on a straight line basis over the course of the lease.

Tangible fixed assets

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

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

Plant and machinery

-

33-50% on cost

Fixtures, fittings and equipment

-

20-33% on cost

Motor vehicles

-

33% on cost

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

Investments in subsidiaries

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

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in profit or loss.

Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as tangible fixed assets.

Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Financial instruments

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

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

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

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of 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 deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments

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

Taxation

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

Current or deferred taxation assets and liabilities are not discounted.

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

Deferred tax

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

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

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

Pension costs and other post-retirement benefits

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

Employee benefits

The cost of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee's services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

3.	Employees and directors

The average number of employees during the year was 6 (2018 - 6 ) .

4.	Tangible fixed assets

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

£

£

£

Cost

At 1 January 2019

138,004

13,002

10,271

161,277

Additions

-

-

56,815

56,815

At 31 December 2019

138,004

13,002

67,086

218,092

Depreciation

At 1 January 2019

113,688

9,867

9,993

133,548

Charge for year

10,577

1,408

5,012

16,997

At 31 December 2019

124,265

11,275

15,005

150,545

Net book value

At 31 December 2019

13,739

1,727

52,081

67,547

At 31 December 2018

24,316

3,135

278

27,729

5.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2019

and 31 December 2019

3

Net book value

At 31 December 2019

3

At 31 December 2018

3

Fixed asset investments not carried at market value

The investment in subsidiaries is valued at historical cost price less impairment.

The company owns 100% of the ordinary share capital in Gemini Group (UK) Limited, a dormant UK company.

The company owns 100% of the ordinary share capital in Gemini (The Elms) Limited, a trading UK company.

6.	Investment property

Total

£

Fair value

At 1 January 2019

17,474,562

Additions

468,300

Disposals

(234,816

)

At 31 December 2019

17,708,046

Net book value

At 31 December 2019

17,708,046

At 31 December 2018

17,474,562

Investment properties comprise property assets held for rental income and asset valuation gains. The latest revaluation took place on 31 March 2017. Land and buildings with a carrying amount of £12,476,000 were revalued at 31 March 2017 by valuers with relevant qualifications working for the company. The valuation was based on recent market transactions on arm's length terms for similar properties.

The directors consider that there have been no significant changes to the fair value of either the brought forward investment properties or the additions in the year ended 31 December 2018 and the year ended 31 December 2019.

7.

Debtors

2019

2018

£

£

Amounts falling due within one year:

Trade debtors

27,059

46,094

Other debtors

856,465

102,441

883,524

148,535

Amounts falling due after more than one year:

Amounts owed by group undertakings

3,635,847

3,260,499

Aggregate amounts

4,519,371

3,409,034

8.

Creditors: amounts falling due within one year

2019

2018

£

£

Bank loans and overdrafts

563,831

1,988,660

Hire purchase contracts

10,669

-

Trade creditors

228,899

187,782

Amounts owed to participating interests

2,031,708

1,817,316

Taxation and social security

96,940

230,994

Other creditors

435,659

746,106

3,367,706

4,970,858

9.

Creditors: amounts falling due after more than one year

2019

2018

£

£

Bank loans

14,065,260

11,507,467

Hire purchase contracts

28,451

-

14,093,711

11,507,467

10.	Secured debts

The following secured debts are included within creditors:

2019

2018

£

£

Bank loans

14,452,371

13,295,330

Hire purchase contracts

39,120

-

14,491,491

13,295,330

The long-term loans are secured by fixed charges over the property assets of both the company and its subsidiary Gemini (The Elms) Limited, as well as a personal guarantee of up to £1,000,000 from T S Hopkins.

Assets on hire purchase are secured on the assets to which they relate.

11.	Provisions for liabilities

2019

2018

£

£

Deferred tax

249,014

252,236

Deferred tax

£

Balance at 1 January 2019

252,236

Utilised during year

(3,222

)

Balance at 31 December 2019

249,014

12.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2019

2018

value:

£

£

2

Ordinary

£1

2

2

13.

Reserves

Retained

Fair value

earnings

reserve

Totals

£

£

£

At 1 January 2019

2,902,075

1,781,578

4,683,653

Profit for the year

37,221

37,221

At 31 December 2019

2,939,296

1,781,578

4,720,874

14.	Disclosure under Section 444(5B) of the Companies Act 2006

The Report of the Auditors was unqualified.

KEVIN HODGETTS (Senior Statutory Auditor)

for and on behalf of Haines Watts Birmingham LLP

15.	Capital commitments

At the year end Gemini Properties (UK) Limited were committed to the purchase of SDF Site, Stourport Road, Kidderminster, DY11 7QL for £1,892,829. The purchase completed on 28th February 2020.

16.	Related party disclosures

The company has taken advantage of the exemption contained in FRS 102 from the requirement to disclose transactions with other group undertakings on the grounds that the company is a wholly owned subsidiary of the group.

Companies under common control

During the year purchases of £2,206 (2018: £3,663) and sales of £993,534 (2018: £943,145) were made to and from Gemini Accident Repair Centres Limited.

Included in creditors is a balance of £2,031,708 (2018: £1,817,316) which remains outstanding at the year end.

17.	Post balance sheet events

At the time of approval of these financial statements, the COVID-19 viral pandemic is one of the most significant economic events for the UK and the wider world. For entities with a year end 31 December 2019 or earlier, the emerging impact of COVID-19 in the post balance sheet period is viewed under UK accounting principles as a non-adjusting post balance sheet event. The directors are required, however, to consider the impact on the business in the post balance sheet period and on the outlook for the foreseeable future in terms of their confirmation of the going concern assumption as the appropriate basis for preparation of the accounts. Further details of the directors' view of the impact of COVID-19 are given in the Accounting Policies.

18.	Parent company

The ultimate controlling party is T S Hopkins.