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DIRECTORS' REPORT AND |
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FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 |
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FOR |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED |
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REGISTERED NUMBER:
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DIRECTORS' REPORT AND |
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FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019 |
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FOR |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED |
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2019 |
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Page |
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Company Information | 1 |
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Directors' Report | 2 |
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Directors' Responsibilities Statement | 3 |
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Independent Auditors' Report | 4 |
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Profit and Loss Account | 7 |
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Balance Sheet | 8 |
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Statement of Changes in Equity | 9 |
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Notes to the Financial Statements | 10 |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED |
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COMPANY INFORMATION |
FOR THE YEAR ENDED 30 JUNE 2019 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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INDEPENDENT AUDITORS : |
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Statutory Auditor, Chartered Accountants |
St Nicholas House |
Park Row |
Nottingham |
NG1 6FQ |
MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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DIRECTORS' REPORT |
FOR THE YEAR ENDED 30 JUNE 2019 |
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The directors present their report with the financial statements of the company for the year ended 30 June 2019. |
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PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of commercial property |
investment. |
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DIVIDENDS |
No dividends will be distributed for the year ended 30 June 2019. |
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DIRECTORS |
The directors shown below have held office during the whole of the period from 1 July 2018 to the |
date of this report. |
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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. |
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ON BEHALF OF THE BOARD: |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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DIRECTORS' RESPONSIBILITIES STATEMENT |
FOR THE YEAR ENDED 30 JUNE 2019 |
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The directors are responsible for preparing the Directors' Report and the financial statements in |
accordance with applicable law and regulations. |
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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). |
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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: |
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- select suitable accounting policies and then apply them consistently; |
- make judgements and estimates that are reasonable and prudent; and |
- state whether applicable UK accounting standards have been followed, subject to any material |
departures disclosed and explained in the financial statement; 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. |
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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 |
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Opinion |
We have audited the financial statements of Marlborough Property (NBS 169) Limited ("the |
company") for the year ended 30 June 2019 which comprise the profit and loss account, balance |
sheet, statement of changes in equity and related notes, including the accounting policies in note |
2. |
In our opinion the financial statements: |
- give a true and fair view of the state of the company's affairs as at 30 June 2019 and of its profit |
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. |
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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. |
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The impact of uncertainties due to Britain exiting the European Union on our audit |
Uncertainties related to the effects of Brexit are relevant to understanding our audit of the financial |
statements. All audits assess and challenge the reasonableness of estimates made by the |
directors, such as valuation of investment properties and related disclosures and the |
appropriateness of the going concern basis of preparation of the financial statements. All of these |
depend on assessments of the future economic environment and the company's future prospects |
and performance. |
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Brexit is one of the most significant economic events for the UK, and at the date of this report its |
effects are subject to unprecedented levels of uncertainty of outcomes, with the full range of |
possible effects unknown. We applied a standardised firm-wide approach in response to that |
uncertainty when assessing the company's future prospects and performance. However, no audit |
should be expected to predict the unknowable factors or all possible future implications for a |
company and this is particularly the case in relation to Brexit. |
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Going concern |
The directors have prepared the financial statements on the going concern basis as they do not |
intend to liquidate the company or to cease its operations, and as they have concluded that the |
company's financial position means that this is realistic. They have also concluded that there are |
no material uncertainties that could have cast significant doubt over its ability to continue as a |
going concern for at least a year from the date of approval of the financial statements ("the going |
concern period"). |
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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 a year from the date of approval of the |
financial statements. In our evaluation of the directors' conclusions, we considered the inherent |
risks to the company's business model, including the impact of Brexit, and analysed how those |
risks might affect the company's financial resources or ability to continue operations over the going |
concern period. We have nothing to report in these respects. |
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However, as we cannot predict all future events or conditions and as subsequent events may result |
in outcomes that are inconsistent with judgements that were reasonable at the time they were |
made, the absence of reference to a material uncertainty in this auditor's report is not a guarantee |
that the company will continue in operation. |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
MARLBOROUGH PROPERTY (NBS 169) LIMITED |
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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. |
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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. |
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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. |
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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. |
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A fuller description of our responsibilities is provided on the FRC's website at |
www.frc.org.uk/auditorsresponsibilities. |
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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. |
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF |
MARLBOROUGH PROPERTY (NBS 169) LIMITED |
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for and on behalf of
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Statutory Auditor, Chartered Accountants |
St Nicholas House |
Park Row |
Nottingham |
NG1 6FQ |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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PROFIT AND LOSS ACCOUNT |
FOR THE YEAR ENDED 30 JUNE 2019 |
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30/6/19 | 30/6/18 |
Notes | £ | £ |
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TURNOVER |
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Cost of sales |
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GROSS PROFIT |
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Administrative expenses |
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OPERATING PROFIT |
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Interest receivable and similar
income |
3 |
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853,051 | 808,670 |
Gain/(loss) on revaluation of
investment property |
2,500,000 |
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3,353,051 | 808,670 |
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Interest payable and similar
expenses |
4 |
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PROFIT BEFORE TAXATION |
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Tax on profit | 5 |
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PROFIT FOR THE FINANCIAL YEAR |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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BALANCE SHEET |
30 JUNE 2019 |
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30/6/19 | 30/6/18 |
Notes | £ | £ |
FIXED ASSETS |
Investment property | 7 |
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CURRENT ASSETS |
Cash at bank |
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CREDITORS |
Amounts falling due within one year | 8 |
( |
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( |
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NET CURRENT LIABILITIES |
( |
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( |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
( |
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( |
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PROVISIONS FOR LIABILITIES | 9 | ( |
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NET LIABILITIES | ( |
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CAPITAL AND RESERVES |
Called up share capital |
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Retained earnings | ( |
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SHAREHOLDERS' FUNDS | ( |
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The financial statements were approved by the Board of Directors on
signed on its behalf by: |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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STATEMENT OF CHANGES IN EQUITY |
FOR THE YEAR ENDED 30 JUNE 2019 |
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Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
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Balance at 1 July 2017 |
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Changes in equity |
Total comprehensive income | - |
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Balance at 30 June 2018 |
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Changes in equity |
Total comprehensive income | - |
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Balance at 30 June 2019 |
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( |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 JUNE 2019 |
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1. | STATUTORY INFORMATION |
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Marlborough Property (NBS 169) Limited is a
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in England and Wales. The company's registered number and registered office address can |
be found on the Company Information page. |
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | ACCOUNTING POLICIES |
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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. |
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The Company has net current liabilities of £68,211,369 (2018: £68,473,310) and net |
liabilities of £723,847 (2018: £3,482,226) as at 30 June 2019; nevertheless the financial |
statements have been prepared on a going concern basis which the Directors consider to be |
appropriate for the following reasons. |
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The Directors have prepared cash flow forecasts for the period through to 31 December |
2020 which indicate that, taking account of reasonably possible downsides, the Company |
will have sufficient funds, through funding from its immediate parent company, Marlborough |
Property Company Limited, to meet its liabilities as they fall due throughout that period. |
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Those forecasts are dependent on Marlborough Property Company Limited not seeking |
repayment of the amounts currently due to that company, which at 30 June 2019 amounted |
to £67,853,466. |
Marlborough Property Company Limited has indicated its intention to continue to make |
available such funds as are needed by the Company, and that it does not intend to seek |
repayment of the amounts due at the balance sheet date, for the period covered by the |
forecasts or until the investment property is sold or other funding becomes available to the |
Company. |
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As with any company placing reliance on other group entities for financial support, the |
Directors acknowledge that there can be no certainty that this support will continue although, |
at the date of approval of these financial statements, they have no reason to believe that it |
will not do so. |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2019 |
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Financial Reporting Standard 102 - reduced disclosure exemptions |
The Company has taken advantage of the following disclosure exemptions in preparing |
these financial statements, as permitted by FRS 102 "The Financial Reporting Standard |
applicable in the UK and Republic of Ireland". |
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- the requirement of Section 7 Statement of Cash Flows; |
- the requirement of Section 33 Related Party Disclosure paragraph 33.7; |
- key management personnel compensation; |
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Significant judgements and estimates |
The Directors are continually evaluating estimates and judgements based on historical |
experience and other factors, including expectation of future events that are believed to be |
reasonable under the circumstances. The resulting accounting estimates will, by definition, |
seldom equal the related actual results. |
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The Directors consider that the only critical accounting judgements in applying the |
Company's accounting policies is the valuation of the investment property. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding |
discounts, rebates, value added tax and other sales taxes. |
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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. |
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Subsequent to initial recognition |
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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. |
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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. |
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Revaluation gains and losses are recognised in the income statement. |
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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. |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2019 |
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2. | ACCOUNTING POLICIES - continued |
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. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not |
reversed at the balance sheet date. |
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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. |
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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. |
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3. | INTEREST RECEIVABLE AND SIMILAR INCOME |
30/6/19 | 30/6/18 |
£ | £ |
Bank interest received |
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4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
30/6/19 | 30/6/18 |
£ | £ |
Bank loan interest |
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Refinancing costs |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2019 |
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5. | TAXATION |
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Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
30/6/19 | 30/6/18 |
£ | £ |
Current tax: |
UK corporation tax | ( |
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Deferred tax |
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Tax on profit |
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UK corporation tax has been charged at 19% (2018 - 19%). |
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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. |
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6. | AUDITORS' REMUNERATION |
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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. |
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7. | INVESTMENT PROPERTY |
Total |
£ |
FAIR VALUE |
At 1 July 2018 |
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Revaluations | 2,500,000 |
At 30 June 2019 |
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NET BOOK VALUE |
At 30 June 2019 |
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At 30 June 2018 |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2019 |
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7. | INVESTMENT PROPERTY - continued |
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Fair value at 30 June 2019 is represented by: |
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£ |
Cost | 68,916,695 |
Revaluation in 2017 | (3,916,695 | ) |
Revaluation in 2019 | 2,500,000 |
67,500,000 |
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If the investment property had not been revalued it would have been included at the following |
historical cost: |
30/06/19 | 30/06/18 |
£ | £ |
Cost | 68,916,695 | 68,916,695 |
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The investment property was valued on a freehold market value basis on 30th June 2019. |
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The property was valued on an Investment method basis by comparing the current passing |
rent and Market Rent for the Property capitalised at an appropriate yield. The yield was |
derived from transactions over other similar properties for which price information was |
available. This rate was then adjusted to reflect differences in age, size, condition, location |
and any other factors considered relevant. |
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8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30/6/19 | 30/6/18 |
£ | £ |
Amounts owed to group undertakings |
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Corporation tax |
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VAT | 55,950 | 56,630 |
Accruals and deferred income |
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The company has loans from its parent, Marlborough Property Co Limited which are |
repayable on demand. |
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9. | PROVISIONS FOR LIABILITIES |
30/6/19 | 30/6/18 |
£ | £ |
Deferred tax |
Accelerated capital allowances |
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MARLBOROUGH PROPERTY (NBS 169) LIMITED (REGISTERED NUMBER: 09816081) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 JUNE 2019 |
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9. | PROVISIONS FOR LIABILITIES - continued |
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Deferred |
tax |
£ |
Balance at 1 July 2018 |
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Charge to Profit & Loss | 3,562 |
Balance at 30 June 2019 |
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10. | RELATED PARTY DISCLOSURES |
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The immediate parent company is Marlborough Property Co Ltd, a company incorporated in |
England and Wales with registered address of Two Marlborough Court, Watermead |
Business Park, Syston, Leicestershire LE7 1AD. |
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The ultimate parent undertaking is WA Capital Ltd, a company incorporated in England and |
Wales with registered address of Two Marlborough Court, Watermead Business Park, |
Syston, Leicestershire LE7 1AD. Transactions between the company and fellow wholly |
owned subsidiaries or with the parent undertaking are exempt from disclosure. |
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The smallest and largest group in which the results of the Company are consolidated, is that |
headed by Marlborough Property Co Ltd. The consolidated financial statements of |
Marlborough Property Co Ltd are available from its registered office, Two Marlborough |
Court, Watermead Business Park, Syston, Leicestershire LE7 1AD. |