|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTORS' REPORT AND |
|
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 |
|
FOR
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED |
|
|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
DIRECTORS' REPORT AND |
|
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2017 |
|
FOR
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED |
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
|
|
|
|
|
CONTENTS OF THE FINANCIAL STATEMENTS
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
|
|
|
Page
|
|
|
Company Information
|
1
|
|
|
Directors' Report
|
2
|
|
|
Directors' Responsibilities Statement
|
3
|
|
|
Independent Auditors' Report
|
4
|
|
|
Profit and Loss Account
|
6
|
|
|
Balance Sheet
|
7
|
|
|
Statement of Changes in Equity
|
8
|
|
|
Notes to the Financial Statements
|
9
|
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED
|
|
COMPANY INFORMATION
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
|
|
|
|
|
|
|
DIRECTORS:
|
|
|
|
|
|
|
|
|
|
REGISTERED OFFICE:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
REGISTERED NUMBER:
|
|
|
|
|
|
|
|
INDEPENDENT AUDITORS
:
|
|
|
Statutory Auditor, Chartered Accountants
|
|
St Nicholas House
|
|
Park Row
|
|
Nottingham
|
|
NG1 6FQ
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
DIRECTORS' REPORT
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
The directors present their report with the financial statements of the company for the year ended 30 June 2017.
|
|
PRINCIPAL ACTIVITY
|
The principal activity of the company in the year under review was that of commercial property |
investment. |
|
DIVIDENDS
|
The directors do not recommend the payment of a dividend (2016: £nil).
|
|
DIRECTORS
|
The directors shown below have held office during the whole of the period from 1 July 2016 to the
|
date of this report.
|
|
|
|
|
STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
|
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 |
of the Companies Act 2006) of which the company's auditors are unaware, and each director has |
taken all the steps that he ought to have taken as a director in order to make himself aware of any |
relevant audit information and to establish that the company's auditors are aware of that |
information. |
|
ON BEHALF OF THE BOARD:
|
|
|
|
|
|
|
|
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
DIRECTORS' RESPONSIBILITIES STATEMENT
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
The directors are responsible for preparing the Directors' Report and the financial statements in |
accordance with applicable law and regulations. |
|
Company law requires the directors to prepare financial statements for each financial year. Under |
that law they have elected to prepare the financial statements in accordance with applicable law |
and Section 1A of FRS 102 The Financial Reporting Standard applicable in the UK and Republic of |
Ireland (UK Generally Accepted Accounting Practice applicable to Smaller Entities). |
|
Under company law the directors must not approve the financial statements unless they are |
satisfied that they give a true and fair view of the state of affairs of the company and of the profit or |
loss of the company for that period. In preparing these financial statements, the directors are |
required to: |
|
- select suitable accounting policies and then apply them consistently; |
- make judgements and estimates that are reasonable and prudent; and |
- assess the company's ability to continue as a going concern, disclosing, as applicable, matters |
related to going concern; and |
- use the going concern basis of accounting unless they either intend to liquidate the company or |
to cease operations, or have no realistic alternative but to do so. |
|
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 enable them to ensure that the financial statements comply |
with the Companies Act 2006. They are responsible for such internal control as they determine is |
necessary to enable the preparation of financial statements that are free from material |
misstatement, whether due to fraud or error, and have general responsibility for taking such steps |
as are reasonably open to them to safeguard the assets of the company and to prevent and detect |
fraud and other irregularities. |
|
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED
|
|
Opinion |
|
We have audited the financial statements of Marlborough Property (NBS 169) Limited ("the |
company") for the year ended 30 June 2017, which comprise the profit and loss account, balance |
sheet, statement of changes in equity and related notes, including the accounting policies in note |
1. |
|
In our opinion the financial statements: |
|
- give a true and fair view of the state of the company's affairs as at 30 June 2017 and of its loss |
for the year then ended; |
- have been properly prepared in accordance with UK accounting standards applicable to smaller |
entities, including Section 1A of FRS 102 The Financial Reporting Standard applicable in the UK |
and Republic of Ireland; 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 are described below. We have fulfilled our ethical |
responsibilities under, and are independent of the company in accordance with, UK ethical |
requirements including the FRC Ethical Standard. We believe that the audit evidence we have |
obtained is a sufficient and appropriate basis for our opinion. |
|
Going concern |
|
We are required to report to you if we have concluded that the use of the going concern basis of |
accounting is inappropriate or there is an undisclosed material uncertainty that may cast significant |
doubt over the use of that basis for a period of at least twelve months from the date of approval of |
the financial statements. We have nothing to report in these respects. |
|
Directors' report |
|
The directors are responsible for the directors' report. Our opinion on the financial statements |
does not cover that report and we do not express an audit opinion thereon. |
Our responsibility is to read the directors' report and, in doing so, consider whether, based on our |
financial statements audit work, the information therein is materially misstated or inconsistent with |
the financial statements or our audit knowledge. Based solely on that work: |
-we have not identified material misstatements in the directors' report; |
-in our opinion the information given in that report for the financial year is consistent with the |
financial statements; and |
-in our opinion that report has been prepared in accordance with the Companies Act 2006. |
|
Matters on which we are required to report by exception |
|
Under the Companies Act 2006 we are required to report to you if, in our opinion: |
-adequate accounting records have not been kept, or returns adequate for our audit have not been |
received from branches not visited by us; or |
-the financial statements are not in agreement with the accounting records and returns; or |
-certain disclosures of directors' remuneration specified by law are not made; or |
-we have not received all the information and explanations we require for our audit; or |
-the directors were not entitled to prepare the financial statements in accordance with the small |
companies regime and take advantage of the small companies exemption from the requirement to |
prepare a strategic report. |
We have nothing to report in these respects. |
|
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED
|
|
|
Directors' responsibilities |
|
As explained more fully in their 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; |
such internal control as they determine is necessary to enable the preparation of financial |
statements that are free from material misstatement, whether due to fraud or error; assessing the |
company's ability to continue as a going concern, disclosing, as applicable, matters related to |
going concern; and using the going concern basis of accounting unless they either intend to |
liquidate the company or to cease operations, or have no realistic alternative but to do so. |
|
Auditor's responsibilities |
|
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 our opinion |
in an auditor's report. Reasonable assurance is a high level of assurance, but does not 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 aggregate, they could reasonably be expected to influence the economic |
decisions of users taken on the basis of the financial statements. |
A fuller description of our responsibilities is provided on the FRC's website at |
www.frc.org.uk/auditorsresponsibilities. |
|
The purpose of our audit work and to whom we owe our responsibilities |
|
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of |
Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to |
the company's members those matters we are required to state to them in an auditor's 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. |
|
|
|
|
|
for and on behalf of
|
Statutory Auditor, Chartered Accountants
|
St Nicholas House
|
Park Row
|
Nottingham
|
NG1 6FQ
|
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
PROFIT AND LOSS ACCOUNT
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
|
Period
|
|
8/10/15
|
|
Year Ended
|
|
to
|
|
30/6/17
|
|
30/6/16
|
|
Notes
|
£
|
£
|
|
|
TURNOVER
|
|
|
|
|
|
|
Cost of sales
|
(
|
)
|
(
|
)
|
|
GROSS PROFIT
|
|
|
|
|
|
|
Administrative expenses
|
(
|
)
|
(
|
)
|
|
792,698
|
|
(122,597
|
)
|
|
|
Loss on revaluation of
|
investment property
|
(3,916,695
|
)
|
-
|
|
|
OPERATING LOSS
|
(
|
)
|
(
|
)
|
|
|
Interest receivable and similar
income
|
3
|
|
|
|
|
|
(3,123,393
|
)
|
(122,277
|
)
|
|
|
Interest payable and similar
expenses
|
4
|
(
|
)
|
|
|
|
LOSS BEFORE TAXATION
|
(
|
)
|
(
|
)
|
|
|
Tax on loss
|
5
|
(
|
)
|
(
|
)
|
|
LOSS FOR THE FINANCIAL YEAR
|
(
|
)
|
(
|
)
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
BALANCE SHEET
|
30 JUNE 2017
|
|
|
30/6/17
|
|
30/6/16
|
|
Notes
|
£
|
£
|
|
FIXED ASSETS
|
Investment property
|
7
|
|
|
|
|
|
|
CURRENT ASSETS
|
Debtors
|
8
|
|
|
|
|
|
Cash at bank
|
|
|
|
|
|
|
|
|
|
|
CREDITORS
|
Amounts falling due within one year
|
9
|
(
|
)
|
(
|
)
|
|
NET CURRENT LIABILITIES
|
(
|
)
|
(
|
)
|
|
TOTAL ASSETS LESS CURRENT
LIABILITIES
|
(
|
)
|
(
|
)
|
|
|
PROVISIONS FOR LIABILITIES
|
10
|
(
|
)
|
|
|
|
NET LIABILITIES
|
(
|
)
|
(
|
)
|
|
|
CAPITAL AND RESERVES
|
Called up share capital
|
|
|
|
|
|
Retained earnings
|
(
|
)
|
(
|
)
|
|
SHAREHOLDERS' FUNDS
|
(
|
)
|
(
|
)
|
|
|
|
|
The financial statements were approved by the Board of Directors on
signed on its behalf by:
|
|
|
|
|
|
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
STATEMENT OF CHANGES IN EQUITY
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
|
Called up
|
|
|
share
|
|
Retained
|
|
Total
|
|
capital
|
|
earnings
|
|
equity
|
£
|
£
|
£
|
|
|
Changes in equity
|
Issue of share capital
|
|
|
-
|
|
|
|
|
Total comprehensive income
|
-
|
|
(
|
)
|
(
|
)
|
|
Balance at 30 June 2016
|
|
|
(
|
)
|
(
|
)
|
|
|
Changes in equity
|
Total comprehensive income
|
-
|
|
(
|
)
|
(
|
)
|
|
Balance at 30 June 2017
|
|
|
(
|
)
|
(
|
)
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
NOTES TO THE FINANCIAL STATEMENTS
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
1.
|
STATUTORY INFORMATION
|
|
|
Marlborough Property (NBS 169) Limited is a
|
|
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 were prepared in accordance with applicable United Kingdom
|
|
accounting standards, including Financial Reporting Standard 102 The Financial Reporting
|
|
Standard applicable in the UK and Republic of Ireland ("FRS 102") as issued in August
|
|
2014, and with the Companies Act 2006 (as applicable to companies subject to the small
|
|
companies' regime). The changes to FRS 102 issued in September 2015 effective for
|
|
periods beginning on or after 1 January 2016 have been adopted and therefore, as a small
|
|
company the financial statements have been prepared under section 1A the small entities
|
|
regime of FRS 102.
|
|
|
The financial statements have been prepared on the going concern basis, notwithstanding
|
|
net liabilities of £3,725,198 (2016: £146,632) and a current year loss of £3,578,566. The
|
|
directors are of the opinion that the company has adequate resources to continue in
|
|
operational existence for the foreseeable future. The Directors confirm that the loans due to
|
|
the parent company will not become repayable until the investment property is sold or other
|
|
funding becomes available to the company. On this basis they continue to adopt the going
|
|
concern basis of accounting in preparing the annual financial statements.
|
|
|
Related party exemption
|
|
The company was under the control of Marlborough Property Co Limited, a 100% subsidiary
|
|
of WA Capital Limited, through the current period. Mr W L Adderley is the managing director
|
|
and majority shareholder of WA Capital Limited.
|
|
|
As the company is a wholly owned subsidiary of WA Capital Limited, the company has taken
|
|
advantage of the exemption contained within FRS 102 and has not disclosed transactions or
|
|
balances with entities that form part of the group.
|
|
|
Turnover
|
Turnover is measured at the fair value of the consideration received or receivable, excluding |
discounts, rebates, value added tax and other sales taxes. |
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
2.
|
ACCOUNTING POLICIES - continued
|
|
|
Investment property
|
|
Investment properties are properties which are held either to earn rental income or for capital
|
|
appreciation or for both. Investment properties are recognised initially at cost.
|
|
|
Subsequent to initial recognition
|
|
|
i. investment properties whose fair value can be measured reliably without undue cost or
|
|
effort are held at fair value. Any gains or losses arising from changes in the fair value are
|
|
recognised in profit or loss in the period that they arise; and
|
|
ii. no depreciation is provided in respect of investment properties applying the fair value
|
|
model.
|
|
|
If a reliable measure is not available without undue cost or effort for an item of investment
|
|
property, this item is thereafter accounted for as tangible fixed assets in accordance with
|
|
section 17 until a reliable measure of fair value becomes available.
|
|
|
Revaluation gains and losses are recognised in the income statement.
|
|
|
Financial instruments
|
Basic financial instruments are recognised at amortised cost, except for investments in |
non-convertible preference and non-puttable ordinary shares which are measured at fair |
value, with changes recognised in profit or loss. Derivative financial instruments are initially |
recorded at cost and thereafter at fair value with changes recognised in profit or loss. |
|
|
Taxation
|
Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and |
Loss Account, 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. |
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
3.
|
INTEREST RECEIVABLE AND SIMILAR INCOME
|
|
|
Period
|
|
8/10/15
|
|
Year Ended
|
|
to
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Bank interest received
|
|
|
|
|
|
|
4.
|
INTEREST PAYABLE AND SIMILAR EXPENSES
|
|
|
Period
|
|
8/10/15
|
|
Year Ended
|
|
to
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Bank loan interest
|
|
|
|
|
|
|
Refinancing costs
|
|
|
|
|
|
|
|
|
|
|
|
5.
|
TAXATION
|
|
|
Analysis of the tax charge
|
|
The tax charge on the loss for the year was as follows:
|
|
Period
|
|
8/10/15
|
|
Year Ended
|
|
to
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Current tax:
|
|
UK corporation tax
|
|
|
|
|
|
|
|
Deferred tax
|
|
|
|
|
|
|
Tax on loss
|
|
|
|
|
|
|
|
UK corporation tax has been charged at
19.75
% .
|
|
Reductions in the UK corporation tax rate to 19% (effective from 1 April 2017) was |
substantively enacted on 26 October 2016. The additional rate reduction in the UK tax rate |
to 17% (effective from 1 April 2020) was announced in the Budget on 16 March 2017 and |
substantively enacted on 26 September 2016. This will reduce the company's future tax |
charge accordingly. |
|
6.
|
AUDITORS' REMUNERATION
|
|
|
Auditor's remuneration has been recognised by the company's parent and sole shareholder
|
|
Marlborough Property Co Limited. The costs recognised were for Marlborough Property Co
|
|
Limited and its subsidiaries at the time.
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
7.
|
INVESTMENT PROPERTY
|
|
Total
|
£
|
|
|
FAIR VALUE
|
|
At 1 July 2016
|
|
|
|
|
Additions
|
|
|
|
|
Revaluations
|
(3,916,695
|
)
|
|
|
At 30 June 2017
|
|
|
|
|
NET BOOK VALUE
|
|
At 30 June 2017
|
|
|
|
|
At 30 June 2016
|
|
|
|
|
|
Fair value at 30 June 2017 is represented by:
|
|
£
|
|
|
Valuation in
2017
|
65,000,000
|
|
|
|
|
If
the investment property
had not been revalued it would have been included at the following
|
|
historical cost:
|
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Cost
|
68,916,695
|
|
68,916,604
|
|
|
|
|
The investment property
was valued on
a freehold market value
basis on
|
|
15 September 2016
by
an independent firm of chartered surveyors
.
|
|
8.
|
DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Trade debtors
|
|
|
|
|
|
|
VAT
|
|
|
|
|
|
|
|
|
|
|
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081)
|
|
NOTES TO THE FINANCIAL STATEMENTS - continued
|
FOR THE YEAR ENDED 30 JUNE 2017
|
|
9.
|
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Trade creditors
|
|
|
|
|
|
|
Amounts owed to group undertakings
|
|
|
|
|
|
|
Tax
|
|
|
|
|
|
|
VAT
|
54,080
|
|
-
|
|
|
|
Other creditors
|
24,455
|
|
-
|
|
|
|
Accruals and deferred income
|
|
|
|
|
|
|
|
|
|
|
|
The company has loans from its parent, Marlborough Property Co Limited which are |
repayable on demand. |
|
10.
|
PROVISIONS FOR LIABILITIES
|
|
30/6/17
|
|
30/6/16
|
£
|
£
|
|
|
Deferred tax
|
|
Accelerated capital allowances
|
|
|
|
|
|
|
|
Deferred
|
|
|
tax
|
|
£
|
|
|
At 1 July 2016
|
-
|
|
|
|
Charge to Income Statement during year
|
|
|
|
|
Balance at 30 June 2017
|
|
|
|