Gemini Properties (UK) Limited - Accounts to registrar (filleted) - small 18.2
Gemini Properties (UK) Limited - Accounts to registrar (filleted) - small 18.2
| REGISTERED NUMBER: |
| GEMINI PROPERTIES (UK) LIMITED |
| Financial Statements for the Year Ended 31 December 2021 |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Contents of the Financial Statements |
| for the year ended 31 December 2021 |
| Page |
| Company Information | 1 |
| Balance Sheet | 2 |
| Notes to the Financial Statements | 3 | to | 9 |
| GEMINI PROPERTIES (UK) LIMITED |
| Company Information |
| for the year ended 31 December 2021 |
| Directors: |
| Registered office: |
| Registered number: |
| Auditors: |
| 5-6 Greenfield Crescent |
| Edgbaston |
| Birmingham |
| West Midlands |
| B15 3BE |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Balance Sheet |
| 31 December 2021 |
| 2021 | 2020 |
| Notes | £ | £ | £ | £ |
| Fixed assets |
| Tangible assets | 4 |
| Investments | 5 |
| Investment property | 6 |
| Current assets |
| Debtors | 7 |
| Cash at bank |
| Creditors |
| Amounts falling due within one year | 8 |
| Net current assets |
| Total assets less current liabilities |
| Creditors |
| Amounts falling due after more than one year |
9 |
( |
) |
( |
) |
| Provisions for liabilities | 12 | ( |
) | ( |
) |
| Net assets |
| Capital and reserves |
| Called up share capital | 13 |
| Fair value reserve | 14 |
| Retained earnings | 14 |
| Shareholders' funds |
| 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 |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements |
| for the year ended 31 December 2021 |
| 1. | Statutory information |
| Gemini Properties (UK) Limited is a |
| 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 |
| In preparing and approving these financial statements, the director confirms that he considers the company has sufficient resources to continue operating as a going concern for the foreseeable future - i.e. a period of at least twelve months from the date of approval of these financial statements. |
| The ability of the company to continue as a going concern depends upon the continued financial support of the director and of the company's bankers. At the time of approval of the financial statements, the director is not aware of any circumstances which might suggest that this support will not continue for at least 12 months from the date of approval. Accordingly, the financial statements have been prepared on a going concern basis. |
| In September 2022, bank loan facilities that had run to their expiration date were renewed with new fixed and variable term loans totalling £17.5m, £1.65m expiring March 2024, £8.05m expiring August 2025 and £7.8m expiring June 2026 and £3.1m remaining on short term lending expiring March 2023. |
| 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. |
| Government grants |
| Grants which are of a revenue nature are credited to the profit and loss account in the same period as the related expenditure. |
| 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 | - | 25-50% 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. |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2021 |
| 2. | Accounting policies - continued |
| 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. |
| 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. |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2021 |
| 2. | Accounting policies - continued |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| 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 |
| 4. | Tangible fixed assets |
| Fixtures |
| Plant and | and | Motor |
| machinery | fittings | vehicles | Totals |
| £ | £ | £ | £ |
| Cost |
| At 1 January 2021 |
| Disposals | ( |
) | ( |
) |
| At 31 December 2021 |
| Depreciation |
| At 1 January 2021 |
| Charge for year |
| Eliminated on disposal | ( |
) | ( |
) |
| At 31 December 2021 |
| Net book value |
| At 31 December 2021 |
| At 31 December 2020 |
| Included in the net book value above is £NIL (2020: £37,877) relating to assets held under hire purchase agreements. The depreciation charged to the financial statements in the year in respect of such assets amounted to £NIL (2020: £14,204). |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2021 |
| 5. | Fixed asset investments |
| Shares in |
| group |
| undertakings |
| £ |
| Cost |
| At 1 January 2021 |
| and 31 December 2021 |
| Net book value |
| At 31 December 2021 |
| At 31 December 2020 |
| 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 2021 |
| Additions |
| At 31 December 2021 |
| Net book value |
| At 31 December 2021 |
| At 31 December 2020 |
| Investment properties comprise property assets held for rental income and longer-term capital growth potential. |
| The latest formal valuation of certain properties in the portfolio took place in May 2021 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 adopted the May 2021 valuation as at 31 December 2020 and recognised an uplift of £8,525,010 in the profit and loss account. The directors believe there is no material change between the year end and the valuation date. |
| The directors have considered the valuation as at 31 December 2021 and do not believe there to be a material change in the fair value of the properties. |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2021 |
| 6. | Investment property - continued |
| Fair value at 31 December 2021 is represented by: |
| £ |
| Valuation in 2005 | 3,200,971 |
| Valuation in 2006 | 425,024 |
| Valuation in 2007 | 347,787 |
| Valuation in 2009 | (250,000 | ) |
| Valuation in 2010 | (271,396 | ) |
| Valuation in 2014 | 729,634 |
| Valuation in 2015 | (82,539 | ) |
| Valuation in 2016 | (2,034,304 | ) |
| Valuation in 2017 | (101,539 | ) |
| Valuation in 2020 | 8,525,008 |
| Cost | 22,914,972 |
| 33,403,618 |
| 7. | Debtors |
| 2021 | 2020 |
| £ | £ |
| Amounts falling due within one year: |
| Trade debtors |
| Other debtors |
| Amounts falling due after more than one year: |
| Amounts owed by group undertakings |
| Aggregate amounts |
| 8. | Creditors: amounts falling due within one year |
| 2021 | 2020 |
| £ | £ |
| Bank loans and overdrafts (see note 10) |
| Hire purchase contracts |
| Trade creditors |
| Amounts owed to participating interests | 2,573,898 | 1,762,907 |
| Taxation and social security |
| Other creditors |
| 9. | Creditors: amounts falling due after more than one year |
| 2021 | 2020 |
| £ | £ |
| Bank loans (see note 10) |
| Hire purchase contracts |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2021 |
| 10. | Loans |
| An analysis of the maturity of loans is given below: |
| 2021 | 2020 |
| £ | £ |
| Amounts falling due within one year or on demand: |
| Bank overdrafts |
| Bank loans |
| Amounts falling due between one and two years: |
| Bank loans - 1-2 years |
| 11. | Secured debts |
| The following secured debts are included within creditors: |
| 2021 | 2020 |
| £ | £ |
| Bank loans |
| Hire purchase contracts | - | 28,451 |
| 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. |
| Liabilities under hire purchase agreements are secured on the individual assets concerned. |
| 12. | Provisions for liabilities |
| 2021 | 2020 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | ( |
) | ( |
) |
| Other timing differences | 1,619,752 | 1,619,752 |
| 1,491,079 | 1,491,079 |
| Deferred tax |
| £ |
| Balance at 1 January 2021 |
| Balance at 31 December 2021 |
| 13. | Called up share capital |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2021 | 2020 |
| value: | £ | £ |
| Ordinary | £1 | 2 | 2 |
| GEMINI PROPERTIES (UK) LIMITED (REGISTERED NUMBER: 03343060) |
| Notes to the Financial Statements - continued |
| for the year ended 31 December 2021 |
| 14. | Reserves |
| Retained | Fair value |
| earnings | reserve | Totals |
| £ | £ | £ |
| At 1 January 2021 | 13,621,785 |
| Profit for the year |
| At 31 December 2021 | 14,943,786 |
| 15. | Disclosure under Section 444(5B) of the Companies Act 2006 |
| The Report of the Auditors was unqualified. |
| for and on behalf of |
| 16. | Capital commitments |
| At the year end Gemini Properties (UK) Limited were committed to the purchase of Klark Industrial Estate for £1,600,000 which completed on 20 September 2022. |
| 17. | 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. |
| During the year purchases of £208 (2020: £230) and income of £1,035,970 (2020: £1,513,570) were made to and from Gemini Accident Repair Centres Limited, a company under common control. |
| Included in creditors at the year end is a net balance of £2,573,898 (2020: £1,762,907) due from the company to connected companies under common control. |
| The director operates a loan account with the company. At the year end, the balance outstanding was £1,809,125 owed by the company (2020: £399,004 owed by the company). No interest is charged on the loan account. |
| 18. | Post balance sheet events |
| In September 2022, bank loan facilities that had run to their expiration date were renewed with new fixed and variable term loans totalling £17.5m, £1.65m expiring March 2024, £8.05m expiring August 2025 and £7.8m expiring June 2026 and £3.1m remaining on short term lending expiring March 2023. |
| 19. | Ultimate controlling party |
| The company's immediate and ultimate parent company is TSH-Co Limited, a company under the control of Mr T S Hopkins. |
| The group's consolidated accounts are available from the ultimate parent company's registered office address. |