ACCOUNTS - Final Accounts

BANCROFT GROUP LIMITED - Company Information

Caseware UK (AP4) 2018.0.196 2018.0.196 2018-12-312018-12-31falsetrueHolding companytrue2018-01-01truetruetruetrue 06341584 2018-01-01 2018-12-31 06341584 2017-01-01 2017-12-31 06341584 2018-12-31 06341584 2017-12-31 06341584 2017-01-01 06341584 c:CompanySecretary1 2018-01-01 2018-12-31 06341584 c:Director1 2018-01-01 2018-12-31 06341584 c:Director2 2018-01-01 2018-12-31 06341584 c:RegisteredOffice 2018-01-01 2018-12-31 06341584 d:CurrentFinancialInstruments 2018-12-31 06341584 d:CurrentFinancialInstruments 2017-12-31 06341584 d:CurrentFinancialInstruments d:WithinOneYear 2018-12-31 06341584 d:CurrentFinancialInstruments d:WithinOneYear 2017-12-31 06341584 d:ShareCapital 2018-12-31 06341584 d:ShareCapital 2017-01-01 2017-12-31 06341584 d:ShareCapital 2017-12-31 06341584 d:ShareCapital 2017-01-01 06341584 d:SharePremium 2018-12-31 06341584 d:SharePremium 2017-01-01 2017-12-31 06341584 d:SharePremium 2017-12-31 06341584 d:SharePremium 2017-01-01 06341584 d:RetainedEarningsAccumulatedLosses 2018-12-31 06341584 d:RetainedEarningsAccumulatedLosses 2017-01-01 2017-12-31 06341584 d:RetainedEarningsAccumulatedLosses 2017-12-31 06341584 d:RetainedEarningsAccumulatedLosses 2017-01-01 06341584 d:FinancialAssetsAmortisedCost 2018-12-31 06341584 d:FinancialAssetsAmortisedCost 2017-12-31 06341584 d:FinancialLiabilitiesAmortisedCost 2018-12-31 06341584 d:FinancialLiabilitiesAmortisedCost 2017-12-31 06341584 c:OrdinaryShareClass1 2018-01-01 2018-12-31 06341584 c:OrdinaryShareClass1 2018-12-31 06341584 c:OrdinaryShareClass1 2017-12-31 06341584 c:EntityHasNeverTraded 2018-01-01 2018-12-31 06341584 c:FRS102 2018-01-01 2018-12-31 06341584 c:Audited 2018-01-01 2018-12-31 06341584 c:FullAccounts 2018-01-01 2018-12-31 06341584 c:PrivateLimitedCompanyLtd 2018-01-01 2018-12-31 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 06341584

BANCROFT GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

BANCROFT GROUP LIMITED

COMPANY INFORMATION

Directors	T Martin
	B Cockrell


Company secretary	B Cockrell


Registered number	06341584


Registered office	32 Harbour Exchange Square
	Harbour Island
	London
	E14 9GE

BANCROFT GROUP LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 6
Statement of Comprehensive Income	7
Balance Sheet	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 15

BANCROFT GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2018

Introduction

The principal activity of the company during the period continued to be that of the holding company.

Business review

The company continued as a holding company and has had no activity during the period. The results of the main trading subsidiary, 'Bancroft Limited', can be viewed in its individual accounts.

This report was approved by the board on 17 September 2019 and signed on its behalf.

................................................

B Cockrell

Secretary

Page 1

BANCROFT GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2018

The directors present their report and the financial statements for the year ended 31 December 2018.

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, 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 the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

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 to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The profit for the year, after taxation, amounted to £NIL (2017 - £77,000).

The directors do not propose the payment of a dividend (2017 - £60,042).

Directors

The directors who served during the year were:

T Martin

B Cockrell

Future developments

The directors do not envisage any significant changes in the company's business in the near future.

Page 2

BANCROFT GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2018

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, Haslers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 17 September 2019 and signed on its behalf.

................................................

B Cockrell

Director

Page 3

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF BANCROFT GROUP LIMITED

Opinion

We have audited the financial statements of Bancroft Group Limited (the 'Company') for the year ended 31 December 2018, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

∙give a true and fair view of the state of the Company's affairs as at 31 December 2018 and of its result for the year then ended;

∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; 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 under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

∙the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

∙the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the Company's ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the financial statements and our Auditors' Report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material

Page 4

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF BANCROFT GROUP LIMITED (CONTINUED)

misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

∙the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement on page 2, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for 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 the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF BANCROFT GROUP LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements

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 an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.

Use of our report

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 Auditors' 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.

Charalambos Patsalides (Senior Statutory Auditor)

for and on behalf of

Haslers

Chartered Accountants

Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL

17 September 2019

Page 6

BANCROFT GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2018

				2018	2017
			Note	£	£

Dividends received from subsidiaries		-	77,000
Total comprehensive income for the year		-	77,000

The notes on pages 10 to 15 form part of these financial statements.

Page 7

BANCROFT GROUP LIMITED

REGISTERED NUMBER: 06341584

BALANCE SHEET

AS AT 31 DECEMBER 2018

		2018		2017
Note		£		£

Fixed assets
Investments	7		100,000		100,000
			100,000		100,000
Current assets
Debtors: amounts falling due within one year	8	220,089		280,131
		220,089		280,131
Creditors: amounts falling due within one year	9	(3,010)		(63,052)
Net current assets			217,079		217,079
Total assets less current liabilities			317,079		317,079

Net assets			317,079		317,079

Capital and reserves
Called up share capital	11	270,400	270,400
Share premium account	12	46,000	46,000
Profit and loss account	12	679	679
		317,079	317,079

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 17 September 2019.

................................................

B Cockrell

Director

The notes on pages 10 to 15 form part of these financial statements.

Page 8

BANCROFT GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2018

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2018	270,400	46,000	679	317,079
At 31 December 2018	270,400	46,000	679	317,079

The notes on pages 10 to 15 form part of these financial statements.

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2017

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2017	270,400	46,000	(16,279)	300,121
Comprehensive income for the year
Profit for the year	-	-	77,000	77,000
Total comprehensive income for the year	-	-	77,000	77,000
Dividends: Equity capital	-	-	(60,042)	(60,042)
Total transactions with owners	-	-	(60,042)	(60,042)
At 31 December 2017	270,400	46,000	679	317,079

The notes on pages 10 to 15 form part of these financial statements.

Page 9

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

1.	General information

Bancroft Group Limited is a private company, limited by shares and incorporated in England and Wales, United Kingdom, with a registration number 06341584. The address of a registered office is 32 Harbour Exchange Square, Harbour Island, London, England, E14 9GE.

2.Accounting policies

2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

2.2

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 4 Statement of Financial Position paragraph 4.12(a)(iv);

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of TEEM Group Limited as at 31 December 2018 and these financial statements may be obtained from Companies House.

2.3

Borrowing costs

All borrowing costs are recognised in the Profit and Loss Account in the year in which they are incurred.

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.5

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

2.6

Creditors

Short term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 10

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

2.Accounting policies (continued)

2.7

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Profit and Loss Account.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

Financial assets and liabilities are offset and the net amount reported in the Balance Sheet when there is an 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.

2.8

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Auditors' remuneration

The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2018	2017
	No.	No.

Directors	2	2

Page 11

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

5.	Income from subsidiaries
		2018	2017
		£	£

Dividends received from subsidiaries	-	77,000
	-	77,000

6.	Dividends
		2018	2017
		£	£

	Dividends paid	-	60,042
		-	60,042

Page 12

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2018	100,000
	At 31 December 2018	100,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Bancroft Limited	Ordinary	100%
Gradeley Limited	Ordinary	100%
Bancroft Blue Limited	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2018 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

Bancroft Limited	25,780,112	2,415,160
Gradeley Limited	(29,966)	-
Bancroft Blue Limited	100	-

Debtors

					2018	2017
					£	£


Amounts owed by group undertakings	220,089	280,131
	220,089	280,131

Page 13

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

9.	Creditors: Amounts falling due within one year
		2018	2017
		£	£

Bank overdrafts	10	10
Amounts owed to group undertakings	-	60,042
Accruals and deferred income	3,000	3,000
	3,010	63,052

10.	Financial instruments
		2018	2017
		£	£

	Financial assets
	Financial assets that are debt instruments measured at amortised cost	220,089	280,131

	Financial liabilities
	Financial liabilities measured at amortised cost	-	(60,042)

	Financial assets that are debt instruments measured at amortised cost comprise amounts due to group companies and other debtors.
	Financial liabilities measured at amortised cost comprise trade creditors, amounts due to fellow group companies, finance leases, loan notes, and other creditors.

11.	Share capital
		2018	2017
		£	£

Allotted, called up and fully paid

4,900,000 (2017 - 4,900,000) A Ordinary shares of £0.010 each	49,000	49,000
400,000 (2017 - 400,000) B Ordinary shares of £0.010 each	4,000	4,000
5,100,000 (2017 - 5,100,000) C Ordinary shares of £0.010 each	51,000	51,000
78,400,000 (2017 - 78,400,000) D Ordinary shares of £0.001 each	78,400	78,400
81,600,000 (2017 - 81,600,000) E Ordinary shares of £0.001 each	81,600	81,600
6,400,000 (2017 - 6,400,000) F Ordinary shares of £0.001 each	6,400	6,400

	270,400	270,400

Page 14

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2018

12.

Reserves

Share premium account

The share premium account represents the premium arising on the issue of shares net of issue costs

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

13.	Controlling party

The ultimate parent undertaking is Teem Group Limited, a company incorporated in England and Wales. Consolidated accounts of the ultimate parent undertaking are prepared and are available to view at Companies House or obtained from the company's registered office.

Page 15