Gemini Properties (UK) Limited - Accounts to registrar (filleted) - small 23.2.5

REGISTERED NUMBER: 03343060 (England and Wales)

GEMINI PROPERTIES (UK) LIMITED

Financial Statements for the Year Ended 31 December 2022

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

to

8

Directors:

T S Hopkins

P Coleman

Registered office:

Sky View, Argosy Road

East Midlands Airport

Castle Donington

Derby

Derbyshire

DE74 2SA

Registered number:

03343060 (England and Wales)

Auditors:

Cooper Parry Group Limited

Statutory Auditor

CUBO Birmingham

Office 401, 4th Floor

Birmingham

West Midlands

B3 3AX

Fixed assets

Tangible assets

4

-

-

Investments

5

3

3

Investment property

6

35,816,853

33,403,618

35,816,856

33,403,621

Current assets

Debtors

7

7,703,151

6,587,058

Cash at bank

340,635

58,660

8,043,786

6,645,718

Creditors

Amounts falling due within one year

8

7,646,593

6,638,203

Net current assets

397,193

7,515

Total assets less current liabilities

36,214,049

33,411,136

Creditors

Amounts falling due after more than one year

9

(18,377,302

)

(16,976,269

)

Provisions for liabilities

12

(1,992,209

)

(1,491,079

)

Net assets

15,844,538

14,943,788

Capital and reserves

Called up share capital

13

2

2

Fair value reserve

14

10,306,588

10,306,588

Retained earnings

14

5,537,948

4,637,198

Shareholders' funds

15,844,538

14,943,788

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 21 December 2023 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 prepared 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.

The principal accounting policies adopted are set out below.

Going concern

In preparing the financial statements, the directors assess whether the use of the going concern assumption remains appropriate - i.e. whether there are any material uncertainties related to events or conditions that may cast significant doubt on the ability of the company to continue as a going concern. The directors make this assessment in respect of a period of at least one year from the date of approval of the financial statements and have concluded that the company has adequate resources to continue in operational existence for the foreseeable future and there are no material uncertainties about the company's ability to continue as a going concern.

The ability of the company to continue as a going concern depends upon the continued financial support of the ultimate owner and the company's bankers.

In respect of bank loan facilities, in September 2022, bank loans 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.

In respect of directors loans, whilst these are technically repayable on demand and therefore shown within creditors falling due in less than one year, T S Hopkins has confirmed that he will not seek to call in for repayment loans currently made available for at least 12 months from the date of approval of the financial statements or until such time as cash flow allows.

Accordingly, the financial statements have been prepared on a going concern basis.

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 operating 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.

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 recognised at fair value at the reporting end date, with any surplus or deficit on revaluation is recognised in profit or loss.

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 4 (2021 - 4 ) .

4.	Tangible fixed assets

Fixtures

Plant and

and

Motor

machinery

fittings

vehicles

Totals

£

£

£

£

Cost

At 1 January 2022

and 31 December 2022

138,004

13,002

10,271

161,277

Depreciation

At 1 January 2022

and 31 December 2022

138,004

13,002

10,271

161,277

Net book value

At 31 December 2022

-

-

-

-

At 31 December 2021

-

-

-

-

5.	Fixed asset investments

Shares in

group

undertakings

£

Cost

At 1 January 2022

and 31 December 2022

3

Net book value

At 31 December 2022

3

At 31 December 2021

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 2022

33,403,618

Additions

2,413,235

At 31 December 2022

35,816,853

Net book value

At 31 December 2022

35,816,853

At 31 December 2021

33,403,618

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. Subsequent additions have been recognised at cost which in the directors opinion is representative of fair value.

The directors have considered the carrying values at 31 December 2022 and do not believe there to be a material change in the fair value of the properties.

7.

Debtors

2022

2021

£

£

Amounts falling due within one year:

Trade debtors

106,177

68,791

Other debtors

92,876

82,087

199,053

150,878

Amounts falling due after more than one year:

Amounts owed by group undertakings

7,504,098

6,436,180

Aggregate amounts

7,703,151

6,587,058

8.

Creditors: amounts falling due within one year

2022

2021

£

£

Bank loans and overdrafts (see note 10)

2,102,759

1,479,129

Trade creditors

349,221

240,026

Amounts owed to participating interests

1,681,957

2,573,898

Taxation and social security

263,156

325,425

Other creditors

3,249,500

2,019,725

7,646,593

6,638,203

9.

Creditors: amounts falling due after more than one year

2022

2021

£

£

Bank loans (see note 10)

18,377,302

16,976,269

10.

Loans

An analysis of the maturity of loans is given below:

2022

2021

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

-

978,381

Bank loans

2,102,759

500,748

2,102,759

1,479,129

2022

2021

£

£

Amounts falling due between one and two years:

Bank loans - 1-2 years

12,914,324

16,976,269

Amounts falling due between two and five years:

Bank loans - 2-5 years

5,462,978

-

11.	Secured debts

The following secured debts are included within creditors:

2022

2021

£

£

Bank loans

20,480,061

17,477,017

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.

12.	Provisions for liabilities

2022

2021

£

£

Deferred tax

Accelerated capital allowances

(139,044

)

(128,673

)

Other timing differences

2,131,253

1,619,752

1,992,209

1,491,079

Deferred

tax

£

Balance at 1 January 2022

1,491,079

Provided during year

501,130

Balance at 31 December 2022

1,992,209

13.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

2

Ordinary

£1

2

2

14.

Reserves

Fair

Retained

value

earnings

reserve

Totals

£

£

£

At 1 January 2022

4,637,198

10,306,588

14,943,786

Profit for the year

900,750

900,750

At 31 December 2022

5,537,948

10,306,588

15,844,536

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

The Report of the Auditors was unqualified.

Kevin Hodgetts FCA (Senior Statutory Auditor)

for and on behalf of Cooper Parry Group Limited

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.

During the year, management and service charges totalling £1,484,437 (2021: £1,625,970) were charged by the company to Gemini Accident Repair Centres Limited, a company under common control.

Included in creditors at the year end is a net balance of £1,681,957 (2021: £2,573,898) due from the company to connected companies under common control.

T S Hopkins operates a loan account with the company. At the year end, the balance outstanding was £2,987,161 owed by the company (2021: £1,809,125 owed by the company). No interest is charged on the loan account.

17.	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.