ACCOUNTS - Final Accounts


Caseware UK (AP4) 2018.0.196 2018.0.196 2018-12-31The members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006.truetrueProperty investment and investment in listed securities.false2018-01-01 01258242 2018-01-01 2018-12-31 01258242 2017-01-01 2017-12-31 01258242 2018-12-31 01258242 2017-12-31 01258242 c:CompanySecretary1 2018-01-01 2018-12-31 01258242 c:Director1 2018-01-01 2018-12-31 01258242 c:Director2 2018-01-01 2018-12-31 01258242 c:Director3 2018-01-01 2018-12-31 01258242 c:Director4 2018-01-01 2018-12-31 01258242 c:Director5 2018-01-01 2018-12-31 01258242 c:Director5 2018-12-31 01258242 c:Director6 2018-01-01 2018-12-31 01258242 c:Director6 2018-12-31 01258242 c:RegisteredOffice 2018-01-01 2018-12-31 01258242 c:Agent1 2018-01-01 2018-12-31 01258242 d:MotorVehicles 2018-01-01 2018-12-31 01258242 d:MotorVehicles 2018-12-31 01258242 d:MotorVehicles 2017-12-31 01258242 d:MotorVehicles d:OwnedOrFreeholdAssets 2018-01-01 2018-12-31 01258242 d:FurnitureFittings 2018-01-01 2018-12-31 01258242 d:FurnitureFittings 2018-12-31 01258242 d:FurnitureFittings 2017-12-31 01258242 d:FurnitureFittings d:OwnedOrFreeholdAssets 2018-01-01 2018-12-31 01258242 d:OtherPropertyPlantEquipment 2018-01-01 2018-12-31 01258242 d:OtherPropertyPlantEquipment 2018-12-31 01258242 d:OtherPropertyPlantEquipment 2017-12-31 01258242 d:OtherPropertyPlantEquipment d:OwnedOrFreeholdAssets 2018-01-01 2018-12-31 01258242 d:OwnedOrFreeholdAssets 2018-01-01 2018-12-31 01258242 d:FreeholdInvestmentProperty 2018-01-01 2018-12-31 01258242 d:FreeholdInvestmentProperty 2018-12-31 01258242 d:FreeholdInvestmentProperty 2017-12-31 01258242 d:FreeholdInvestmentProperty 2 2018-01-01 2018-12-31 01258242 d:CurrentFinancialInstruments 2018-12-31 01258242 d:CurrentFinancialInstruments 2017-12-31 01258242 d:CurrentFinancialInstruments 1 2018-12-31 01258242 d:CurrentFinancialInstruments 1 2017-12-31 01258242 d:Non-currentFinancialInstruments 2018-12-31 01258242 d:Non-currentFinancialInstruments 2017-12-31 01258242 d:CurrentFinancialInstruments d:WithinOneYear 2018-12-31 01258242 d:CurrentFinancialInstruments d:WithinOneYear 2017-12-31 01258242 d:Non-currentFinancialInstruments d:AfterOneYear 2018-12-31 01258242 d:Non-currentFinancialInstruments d:AfterOneYear 2017-12-31 01258242 d:ShareCapital 2018-12-31 01258242 d:ShareCapital 2017-12-31 01258242 d:RetainedEarningsAccumulatedLosses 2018-01-01 2018-12-31 01258242 d:RetainedEarningsAccumulatedLosses 2018-12-31 01258242 d:RetainedEarningsAccumulatedLosses 2017-12-31 01258242 d:AcceleratedTaxDepreciationDeferredTax 2018-12-31 01258242 d:TaxLossesCarry-forwardsDeferredTax 2018-12-31 01258242 d:RetirementBenefitObligationsDeferredTax 2018-12-31 01258242 d:OtherDeferredTax 2018-12-31 01258242 c:FRS102 2018-01-01 2018-12-31 01258242 c:Audited 2018-01-01 2018-12-31 01258242 c:FullAccounts 2018-01-01 2018-12-31 01258242 c:PrivateLimitedCompanyLtd 2018-01-01 2018-12-31 01258242 c:PublicLimitedCompanyPLCNotQuotedOnAnyExchange 2018-01-01 2018-12-31 01258242 d:CurrentFinancialInstruments 6 2018-12-31 01258242 d:CurrentFinancialInstruments 6 2017-12-31 01258242 c:SmallCompaniesRegimeForAccounts 2018-01-01 2018-12-31 01258242 6 2018-01-01 2018-12-31 iso4217:GBP xbrli:pure
Registered number: 01258242










VENAGLASS LIMITED
ANNUAL REPORT
FOR THE YEAR ENDED 31 DECEMBER 2018





















 
VENAGLASS LIMITED
 
 
Company Information


Directors
P C M Vaughan 
B A J Radcliffe 
L P Vaughan 
J H Vaughan 
L R O Bridgeman (appointed 18 June 2018)
J F Vaughan (appointed 10 September 2018)




Company secretary
Boodle Hatfield Secretarial Limited



Registered number
01258242



Registered office
3rd Floor
12 Gough Square

London

EC4A 3DW




Bankers
The Royal Bank of Scotland plc
62/63 Threadneedle Street

London

EC2R 8LA




Solicitors
Boodle Hatfield LLP
10th Floor

240 Blackfriars Road

London

SE1 8NW





 
VENAGLASS LIMITED
Registered number: 01258242

Balance sheet
As at 31 December 2018

2018
2017
Note
£
£

Fixed assets
  

Tangible assets
 4 
154,225
64,330

Investments
 5 
4,464,413
3,521,245

Investment property
 6 
70,205,192
61,661,748

  
74,823,830
65,247,323

Current assets
  

Debtors: amounts falling due within one year
 7 
40,048,870
42,966,150

Cash at bank and in hand
  
302,838
2,668,685

  
40,351,708
45,634,835

Creditors: amounts falling due within one year
 8 
(1,347,699)
(1,390,749)

Net current assets
  
 
 
39,004,009
 
 
44,244,086

Total assets less current liabilities
  
113,827,839
109,491,409

Creditors: amounts falling due after more than one year
 9 
(9,084,000)
(8,895,000)

Provisions for liabilities
  

Deferred tax
 10 
(9,430,597)
(8,393,944)

  
 
 
(9,430,597)
 
 
(8,393,944)

Net assets
  
95,313,242
92,202,465


Capital and reserves
  

Called up share capital 
  
100
100

Profit and loss account
 11 
95,313,142
92,202,365

  
95,313,242
92,202,465


Page 1

 
VENAGLASS LIMITED
Registered number: 01258242
    
Balance sheet (continued)
As at 31 December 2018

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The Company has opted not to file the Profit and loss account in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 25 September 2019.




P C M Vaughan
Director

The notes on pages 3 to 10 form part of these financial statements.

Page 2

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

1.


General information

Venaglass Limited is a private company limited by shares and is incorporated in England and Wales. The registered office is 3rd Floor, 12 Gough Square, London, EC4A 3DW.
The company's principal activities continued to be that of property investment and investment in listed and unlisted securities.

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 Section 1A of 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.

The following principal accounting policies have been applied:

 
2.2

Turnover

Turnover represents rental income receivable during the year exclusive of Value Added Tax.

 
2.3

Tangible fixed assets

Tangible fixed assets under the cost model, other than investment properties, are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, .

Depreciation is provided on the following basis:

Motor vehicles
-
25% straight line
Fixtures & fittings
-
25% reducing balance
Leasehold improvements
-
over the life of the lease

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Profit and loss account.

Page 3

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

2.Accounting policies (continued)

 
2.4

Investment property

Investment property is carried at fair value determined annually by the directors and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the  Profit and loss account.

 
2.5

Valuation of investments

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Profit and loss account for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

Investments in listed company shares are remeasured to market value at each Balance sheet date. Gains and losses on remeasurement are recognised in profit or loss for the period.

 
2.6

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.

 
2.7

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. .

 
2.8

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 and loans to related parties.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in the case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

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.


 
Page 4

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

2.Accounting policies (continued)


2.8
Financial instruments (continued)

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or income as appropriate.

 
2.9

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.

 
2.10

Finance costs

Finance costs are charged to the Profit and loss account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.11

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to the Profit and loss account on a straight line basis over the lease term.

 
2.12

Borrowing costs

All borrowing costs are recognised in the Profit and loss account in the year in which they are incurred.

 
2.13

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to the Profit and loss account in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the Balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance sheet.

Page 5

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

2.Accounting policies (continued)

 
2.14

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the Profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


3.


Employees

The average monthly number of employees, including directors, during the year was 11 (2017 - 11).

Page 6

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

4.


Tangible fixed assets





Motor vehicles
Furniture and equipment
Leasehold  Improve-ments
Total

£
£
£
£



Cost


At 1 January 2018
54,075
240,180
11,014
305,269


Additions
-
146,126
-
146,126



At 31 December 2018

54,075
386,306
11,014
451,395



Depreciation


At 1 January 2018
39,888
195,543
5,508
240,939


Charge for the year on owned assets
7,094
48,350
787
56,231



At 31 December 2018

46,982
243,893
6,295
297,170



Net book value



At 31 December 2018
7,093
142,413
4,719
154,225



At 31 December 2017
14,187
44,637
5,506
64,330

Page 7

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

5.


Fixed asset investments





Listed investments
Unlisted investments
Total

£
£
£



Cost or valuation


At 1 January 2018
3,509,929
2,186,660
5,696,589


Additions
400,000
-
400,000


Disposals
-
(62,875)
(62,875)


Revaluations
543,168
-
543,168



At 31 December 2018

4,453,097
2,123,785
6,576,882



Impairment


At 1 January 2018
-
2,175,344
2,175,344


Impairment on disposals
-
(62,875)
(62,875)



At 31 December 2018

-
2,112,469
2,112,469



Net book value



At 31 December 2018
4,453,097
11,316
4,464,413



At 31 December 2017
3,509,929
11,316
3,521,245


6.


Investment property


Freehold investment property

£



Valuation


At 1 January 2018
61,661,748


Additions at cost
2,973,507


Surplus on revaluation
5,569,937



At 31 December 2018
70,205,192






Page 8

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

7.


Debtors

2018
2017
£
£


Trade debtors
414,904
304,420

Amounts owed by group undertakings
38,808,394
41,535,817

Other debtors
658,400
651,667

Prepayments and accrued income
167,172
74,246

Convertible loan notes
-
400,000

40,048,870
42,966,150



8.


Creditors: Amounts falling due within one year

2018
2017
£
£

Trade creditors
297,670
50,799

Other taxation and social security
203,276
322,824

Other creditors
846,753
802,488

Interest rate swap
-
214,638

1,347,699
1,390,749





9.


Creditors: Amounts falling due after more than one year

2018
2017
£
£

Bank loans
8,917,500
8,895,000

Accruals and deferred income
166,500
-

9,084,000
8,895,000


The bank loan of £8,917,500 (2017: £8,895,000) represents amounts drawn down on credit facilities dated 26 July 2012 on a loan of £9m (2017: £9m) less unamortised loan arrangement fee and issue costs of £82,500 (2017: £105,000). The facilities are repayable by 17 September 2022 and are secured by way of debenture, legal mortgage and a fixed charge over certain investment properties.

Page 9

 
VENAGLASS LIMITED
 
 
 
Notes to the financial statements
For the Year Ended 31 December 2018

10.


Deferred taxation



2018


£






At beginning of year
(8,393,944)


Charged to profit or loss
(1,036,653)



At end of year
(9,430,597)

The provision for deferred taxation is made up as follows:

2018
£


Accelerated capital allowances
(93,639)

Gain on investment properties
(9,280,320)

Gain on investment in listed shares
(426,447)

Loss on investment in unlisted shares
369,809

(9,430,597)


11.


Reserves

Profit & loss account

Included in the profit and loss account are non-distributable reserves of £104,586,677 (2017: £99,959,585).


12.


Related party transactions

The company has adopted the exemption permitted by paragraph 33.1A of FRS 102 and has not disclosed transactions with other group members, which are wholly owned subsidiaries.
During the year the company received loan repayments totalling £400,000 (2017: provided further loans of £40,000 and was repaid £15,000) from a company in which a director has a beneficial interest. These loans attract interest at rates between 6% and 10% per annum. During the year the total amount of interest charged was £36,934 (2017: £38,970). At the year end the total amount due was £254,556 (2017: £617,621). 


13.


Auditors' information

The auditors' report on the financial statements for the year ended 31 December 2018 was unqualified.

The audit report was signed on 25 September 2019 by Andrew Burch (Senior statutory auditor) on behalf of Sayers Butterworth LLP.

 
Page 10