WA Capital Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: 07306402 (England and Wales)

AUDITED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2019

FOR

WA CAPITAL LIMITED

Page

Company Information

1

Balance Sheet

2

Notes to the Financial Statements

3

DIRECTORS:

Mr W L Adderley

Mr D L Wright

Ms M J Sears

REGISTERED OFFICE:

Two Marlborough Court

Watermead Business Park

Syston

Leicestershire

LE7 1AD

REGISTERED NUMBER:

07306402 (England and Wales)

INDEPENDENT AUDITORS:

KPMG LLP

Statutory Auditor, Chartered Accountants

St Nicholas House

Park Row

Nottingham

NG1 6FQ

FIXED ASSETS

Investments

4

203,078,897

208,821,750

CURRENT ASSETS

Debtors

5

276,543,677

255,367,687

Cash at bank

10,636,576

2,409,762

287,180,253

257,777,449

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

6

(968,303

)

(24,892,287

)

NET CURRENT ASSETS

286,211,950

232,885,162

TOTAL ASSETS LESS CURRENT LIABILITIES

489,290,847

441,706,912

PROVISIONS FOR LIABILITIES

8

(7,865,464

)

(2,729,200

)

NET ASSETS

481,425,383

438,977,712

CAPITAL AND RESERVES

Called up share capital

9

120,781

120,781

Share premium

10

337,516,858

337,516,858

Retained earnings

10

143,787,744

101,340,073

SHAREHOLDERS' FUNDS

481,425,383

438,977,712

The financial statements have been prepared and delivered in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

In accordance with Section 444 of the Companies Act 2006, the Profit and Loss Account has not been delivered.

The financial statements were approved by the Board of Directors on 10 December 2019 and were signed on its behalf by:

Mr W L Adderley - Director

1.	STATUTORY INFORMATION

WA Capital Limited is a private company, limited by shares , registered in England and

Wales. The company's registered number and registered office address can be found on the

Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

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.

Going concern

The financial statements have been prepared on the going concern basis. The directors are

of the opinion that the company has adequate resources to continue in operational existence

for the foreseeable future. On this basis they continue to adopt the going concern basis of

accounting in preparing the annual financial statements.

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".

- the requirement of Section 7 Statement of Cash Flows;

- the requirement of Section 33 Related Party Disclosure paragraph 33.7;

- key management personnel compensation;

Preparation of consolidated financial statements

The company is exempt by virtue of s400 of the Companies Act 2006 from the requirement

to prepare group financial statements. These financial statements present information about

the company as an individual undertaking and not about its group.

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.

Accounting judgements in applying the Company's accounting policies

In the previous year the company impaired the intercompany loan due from WA Capital

Investments Limited (WAC-I) at the year end. This judgement was based on WAC-I's net

liabilities forecasted for the following 12 months.

In the year to 30th June 2019 there was a considerable increase in the Net Assets of WAC-I

and as a consequence the impairment has been reversed.

Financial risk management including derivatives, objectives and forward fixed rate

currency contracts

The company uses financial instruments, comprising loans, cash and other liquid resources

and various other items such as trade debtors, creditors and finance arrangements that arise

directly from its operations. The main purpose of these financial instruments is to raise

finance for its operations. The main issues arising from the company's financial instruments

are liquidity risk, interest rate and foreign currency risk. The directors review and agree

policies for managing each of these risks and they are summarised below. The policies

have remained unchanged from the previous period.

Liquidity risk

The company seeks to manage financial risk by ensuring sufficient liquidity is available to

meet foreseeable needs by negotiating adequate facilities from the Company's bankers and

other lenders.

Interest rate risk

The company finances its operations through a mixture of shareholders' equity, retained

profits and bank borrowings. The Company regularly reviews its exposure to interest rate

fluctuations.

Foreign currency risk

The Company is exposed to transaction and translation foreign exchange risk. The

Company seeks to minimise its exposure when known, using forward fixed rate currency

contracts.

Investments in subsidiaries

Investments in subsidiary undertakings are recognised at cost.

Financial instruments

Financial instruments are recognised in the balance sheet when the company becomes party

to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial

statements, when there is a legally 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.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially

measured at transaction price including transaction costs and are subsequently carried at

amortised cost using the effective interest method unless the arrangement constitutes a

financing transaction, where the transaction is measured at the present value of the future

receipts discounted at a market rate of interest. Financial assets classified as receivable

within one year are not amortised.

Other financial assets

Other financial assets, including investments in equity instruments and derivatives, are

initially measured at fair value, which is normally the transaction price. Such assets are

subsequently carried at fair value and the changes in fair value are recognised in profit or

loss, except that investments in equity instruments that are not publicly traded and whose

fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for

indicators of impairment at each reporting end date. Financial assets are impaired where

there is objective evidence that, as a result of one or more events that occurred after the

initial recognition of the financial asset, the estimated future cash flows have been affected.

If an asset is impaired, the impairment loss is the difference between the carrying amount

and the present value of the estimated cash flows discounted at the asset's original effective

interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the

impairment was recognised, the impairment is reversed. The reversal is such that the current

carrying amount does not exceed what the carrying amount would have been, had the

impairment not previously been recognised. The impairment reversal is recognised in profit

or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from

the asset expire or are settled, or when the company transfers the financial asset and

substantially all the risks and rewards of ownership to another entity, or if some significant

risks and rewards of ownership are retained but control of the asset has transferred to

another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the

contractual arrangements entered into. An equity instrument is any contract that evidences a

residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies,

are initially recognised at transaction price unless the arrangement constitutes a financing

transaction, where the debt instrument is measured at the present value of the future

receipts discounted at a market rate of interest. Financial liabilities classified as payable

within one year are not amortised. Debt instruments are subsequently carried at amortised

cost, using the effective interest rate method. Trade creditors are obligations to pay for

goods or services that have been acquired in the ordinary course of business from suppliers.

Amounts payable are classified as current liabilities if payment is due within one year or less.

If not, they are presented as non-current liabilities. Trade creditors are recognised initially at

transaction price and subsequently measured at amortised cost using the effective interest

method.

Other financial liabilities

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. Debt instruments that

do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair

value through profit or loss.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company's contractual obligations expire or

are discharged or cancelled.

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 the 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.

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of

exchange ruling at the balance sheet date. Transactions in foreign currencies are translated

into sterling at the rate of exchange ruling at the date of transaction. Exchange differences

are taken into account in arriving at the operating result.

Income recognition

Dividends are accounted for when receivable by the company. Interest is accounted for as it

falls due.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 5 (2018 - 6 ) .

4.	FIXED ASSET INVESTMENTS

Shares in

group

Listed

Unlisted

undertakings

investments

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 July 2018

101

187,730,297

21,091,352

208,821,750

Additions

-

40,281,664

968,054

41,249,718

Disposals

-

(113,386,295

)

(13,051,345

)

(126,437,640

)

Revaluations

-

78,834,800

610,269

79,445,069

At 30 June 2019

101

193,460,466

9,618,330

203,078,897

NET BOOK VALUE

At 30 June 2019

101

193,460,466

9,618,330

203,078,897

At 30 June 2018

101

187,730,297

21,091,352

208,821,750

Cost or valuation at 30 June 2019 is represented by:

Shares in

group

Listed

Unlisted

undertakings

investments

investments

Totals

£

£

£

£

Valuation in 2019

-

193,460,466

9,618,330

203,078,796

Cost

101

-

-

101

101

193,460,466

9,618,330

203,078,897

The company owns 100% of the issued share capital of the companies listed below

WA Capital Investments Limited

Marlborough Property Co Limited

The company controls the following companies indirectly through its investment in

Marlborough Property Co Limited

Marlborough Property (Helensburgh)Limited

Marlborough Property (Watermead) Limited

Marlborough Property (Colmore Row) Limited

Marlborough Property (Staines) Limited

Marlborough Property (Water Court) Limited

Marlborough Property (Digbeth) Limited

Marlborough Property (NBS 169) Limited

Marlborough Property (Douglas) Limited

Marlborough Property (Putney One) Limited

Marlborough Property (Putney Two) Limited

Marlborough Property (Beckenham) Limited

Marlborough Property (Camden) Limited

Marlborough Property (Chiswick) Limited

Marlborough Property (Clapham) Limited

Marlborough Property (Eltham) Limited

Marlborough Property (Kilburn) Limited

Marlborough Property (Pinner) Limited

Marlborough Property (Putney) Limited

Marlborough Property (Rickmansworth) Limited

Marlborough Property (Temple Fortune) Limited

Marlborough Property (Whetstone) Limited

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/6/19

30/6/18

£

£

Amounts owed by group undertakings

276,533,274

254,150,541

Other debtors

1,549

-

Corporation tax

-

1,421

Prepayments and accrued income

8,854

1,215,725

276,543,677

255,367,687

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

30/6/19

30/6/18

£

£

Bank loans and overdrafts (see note 7)

-

24,862,506

Corporation tax

932,903

-

Accruals and deferred income

35,400

29,781

968,303

24,892,287

7.

LOANS

An analysis of the maturity of loans is given below:

30/6/19

30/6/18

£

£

Amounts falling due within one year or on demand:

Bank overdrafts

-

24,862,506

8.	PROVISIONS FOR LIABILITIES

30/6/19

30/6/18

£

£

Deferred tax

7,865,464

2,729,200

Deferred

tax

£

Balance at 1 July 2018

2,729,200

Charge to profit & loss

5,136,264

Balance at 30 June 2019

7,865,464

9.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

30/6/19

30/6/18

value:

£

£

120,731

Ordinary A

£1

120,731

120,731

50

Ordinary B

£1

50

50

120,781

120,781

10.

RESERVES

Retained

Share

earnings

premium

Totals

£

£

£

At 1 July 2018

101,340,073

337,516,858

438,856,931

Profit for the year

137,447,671

-

137,447,671

Dividends

(95,000,000

)

-

(95,000,000

)

At 30 June 2019

143,787,744

337,516,858

481,304,602

11.	DISCLOSURE UNDER SECTION 444(5B) OF THE COMPANIES ACT 2006

The Auditors' Report was unqualified.

Ian Borley (Senior Statutory Auditor)

for and on behalf of KPMG LLP

12.	CAPITAL COMMITMENTS

30/6/19

30/6/18

£

£

Contracted but not provided for in the

financial statements

827,059

874,637

13.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption, under the terms of Financial Reporting

Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland', not to disclose related party transactions with wholly owned subsidiaries within the

group.

14.	FINANCIAL INSTRUMENTS

30/6/19

30/6/18

Notes

£

£

Financial assets measured at fair value through profit or loss

Listed investments

7

193,460,466

187,730,297

Unlisted investments

7

9,618,330

21,091,352

Financial assets that are debt instruments measured at amortised cost:

Amounts owed by group undertakings

8

276,533,274

254,150,541

479,612,070

462,972,190

Financial liabilities measured at amortised cost

Bank loans and overdrafts

9

-

24,862,506

-

24,862,506

Basis for determining fair value

The listed investments are valued at their quoted closing price on the year end date.

Unlisted investments are valued at cost less impairment value.