Brompton 35 Limited - Limited company accounts 18.2

REGISTERED NUMBER: 08998796 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2019

for

BROMPTON 35 LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

DIRECTORS:

S L Chilton

M A Chilton

A J Chilton

F C Nicholas

H G Waters

C L Waters

SECRETARY:

R A H Reid

REGISTERED OFFICE:

8 Parsons Green Lane

London

SW6 4HS

REGISTERED NUMBER:

08998796 (England and Wales)

AUDITORS:

Camerons Accountancy Consultants Limited

Statutory Auditor

Chartered Accountants

9 Worton Park

Cassington

Witney

Oxfordshire

OX29 4SX

The directors present their report with the financial statements of the company for the year ended 31 March 2019.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2018 to the date of this report.

S L Chilton

M A Chilton

A J Chilton

F C Nicholas

H G Waters

C L Waters

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors 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 United Kingdom Generally Accepted Accounting Practice (United

Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements

unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the

company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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 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.

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 or she ought to have taken as a

director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are

aware of that information.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

H G Waters - Director

31 December 2019

Opinion

We have audited the financial statements of Brompton 35 Limited (the 'company') for the year ended 31 March 2019 which

comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity and Notes to the

Financial Statements, 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 March 2019 and of its loss 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 UK, including the FRC'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 in the Report of the

Directors, but does not include the financial statements and our Report of the Auditors 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 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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; 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 or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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.

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 a Report of the Auditors 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 Report of the Auditors.

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 a Report of the Auditors 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.

Ellen O'Donnell (Senior Statutory Auditor)

for and on behalf of Camerons Accountancy Consultants Limited

Statutory Auditor

Chartered Accountants

9 Worton Park

Cassington

Witney

Oxfordshire

OX29 4SX

31 December 2019

TURNOVER

-

-

Administrative expenses

8,100

(224,142

)

OPERATING (LOSS)/PROFIT

(8,100

)

224,142

Income from fixed asset investments

313,824

292,099

Interest receivable and similar income

75

1,632

313,899

293,731

305,799

517,873

Gain/loss on revaluation of investments

(1,045,890

)

1,526,558

(LOSS)/PROFIT BEFORE TAXATION

(740,091

)

2,044,431

Tax on (loss)/profit

(2,618

)

11,558

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(737,473

)

2,032,873

(LOSS)/PROFIT FOR THE YEAR

(737,473

)

2,032,873

OTHER COMPREHENSIVE INCOME

Gain/(loss) on revaluation of JV

(7,250,000

)

(750,000

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(7,250,000

)

(750,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(7,987,473

)

1,282,873

FIXED ASSETS

Investments

3

20,466,849

28,426,352

CURRENT ASSETS

Debtors

4

282,691

241,191

Cash at bank

204,468

492,197

487,159

733,388

CREDITORS

Amounts falling due within one year

5

7,456

25,715

NET CURRENT ASSETS

479,703

707,673

TOTAL ASSETS LESS CURRENT LIABILITIES

20,946,552

29,134,025

CAPITAL AND RESERVES

Called up share capital

36,500

36,500

Share premium

12,527,387

12,527,387

Merger relief reserve

6,067,929

6,067,929

Fair value reserve

6

2,074,951

9,324,951

Retained earnings

239,785

1,177,258

SHAREHOLDERS' FUNDS

20,946,552

29,134,025

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors on 31 December 2019 and were signed on its behalf by:

H G Waters - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2017

36,500

970,943

12,527,387

Changes in equity

Dividends

-

(300,000

)

-

Total comprehensive income

-

506,315

-

Balance at 31 March 2018

36,500

1,177,258

12,527,387

Changes in equity

Dividends

-

(200,000

)

-

Total comprehensive income

-

(737,473

)

-

Balance at 31 March 2019

36,500

239,785

12,527,387

Merger

Fair

relief

value

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 2017

6,067,929

8,548,393

28,151,152

Changes in equity

Dividends

-

-

(300,000

)

Total comprehensive income

-

776,558

1,282,873

Balance at 31 March 2018

6,067,929

9,324,951

29,134,025

Changes in equity

Dividends

-

-

(200,000

)

Total comprehensive income

-

(7,250,000

)

(7,987,473

)

Balance at 31 March 2019

6,067,929

2,074,951

20,946,552

1.	STATUTORY INFORMATION

Brompton 35 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.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

Related party exemption

The company has taken advantage of 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.

Investments in subsidiaries

Investments in subsidiaries and joint ventures are held at fair value, with movements taken through other comprehensive

income. A subsequent transfer is made for fair value adjustments from retained earnings to the fair value reserve.

Financial instruments

Financial assets investments are measured at fair value through profit or loss, with a transfer of movement from the profit

and loss account to the fair value movement reserve.

Fixed asset investment income is recognised in profit and loss on the date at which the right to receive payment is

established.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent

that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet

date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in

which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been

enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be

recovered against the reversal of deferred tax liabilities or other future taxable profits.

3.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

Other

undertakings

venture

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 April 2018

83

18,750,000

9,676,269

28,426,352

Additions

-

-

773,214

773,214

Disposals

-

-

(427,409

)

(427,409

)

Revaluations

-

(7,250,000

)

(1,055,308

)

(8,305,308

)

At 31 March 2019

83

11,500,000

8,966,766

20,466,849

NET BOOK VALUE

At 31 March 2019

83

11,500,000

8,966,766

20,466,849

At 31 March 2018

83

18,750,000

9,676,269

28,426,352

Cost or valuation at 31 March 2019 is represented by:

Shares in

Interest

group

in joint

Other

undertakings

venture

investments

Totals

£

£

£

£

Valuation in 2015

-

-

124,631

124,631

Valuation in 2016

-

-

(423,781

)

(423,781

)

Valuation in 2017

-

9,486,600

(633,057

)

8,853,543

Valuation in 2018

-

(750,000

)

1,526,558

776,558

Valuation in 2019

-

(7,250,000

)

(1,055,308

)

(8,305,308

)

Cost

83

10,013,400

9,427,723

19,441,206

83

11,500,000

8,966,766

20,466,849

4.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Amounts owed by group undertakings

282,691

241,191

5.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2019

2018

£

£

Trade creditors

(750

)

1,146

Taxation and social security

-

16,363

Other creditors

8,206

8,206

7,456

25,715

6.

RESERVES

Fair

value

reserve

£

At 1 April 2018

9,324,951

Fair value movements

(7,250,000

)

At 31 March 2019

2,074,951

7.	CONTINGENT LIABILITIES

On 10th November 2014, a legal charge was created over the company's entire share capital (500 ordinary shares and

36,000 growth shares) to secure a bank loan facility for Farringdon Property Trust Limited. The total amount outstanding at

the 31st March 2019 was £28,808,418 (2018: £27,635,683).

8.	RELATED PARTY DISCLOSURES

During the year the company made a further loan of £40,000 to Farringdon Property Trust Limited, a JV company. This loan

is interest free and repayable on demand. £273,191 remained outstanding at 31st March 2019 (£233,191 2018).