MEGACLOSE_LIMITED - Accounts


Company Registration No. 03495466 (England and Wales)
MEGACLOSE LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
PAGES FOR FILING WITH REGISTRAR
MEGACLOSE LIMITED
CONTENTS
Page
Balance sheet
1 - 2
Notes to the financial statements
3 - 11
MEGACLOSE LIMITED
BALANCE SHEET
AS AT
30 JUNE 2019
30 June 2019
- 1 -
2019
2018
Notes
£
£
£
£
Fixed assets
Tangible assets
3
710,818
1,221,065
Investment properties
4
31,413,137
29,444,938
Investments
5
2
2
32,123,957
30,666,005
Current assets
Stocks
20,300
20,302
Debtors
7
2,121,257
1,522,838
Cash at bank and in hand
49,451
428,990
2,191,008
1,972,130
Creditors: amounts falling due within one year
8
(1,632,853)
(1,535,328)
Net current assets
558,155
436,802
Total assets less current liabilities
32,682,112
31,102,807
Creditors: amounts falling due after more than one year
9
(18,009,503)
(18,010,135)
Provisions for liabilities
10
(2,021,166)
(1,592,705)
Net assets
12,651,443
11,499,967
Capital and reserves
Called up share capital
11
50,000
50,000
Revaluation reserve
11,983,735
11,094,474
Profit and loss reserves
617,708
355,493
Total equity
12,651,443
11,499,967
MEGACLOSE LIMITED
BALANCE SHEET (CONTINUED)
AS AT
30 JUNE 2019
30 June 2019
- 2 -

The director of the company has elected not to include a copy of the profit and loss account within the financial statements.true

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

The financial statements were approved and signed by the director and authorised for issue on 29 June 2020
S A Lipinski
Director
Company Registration No. 03495466
MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2019
- 3 -
1
Accounting policies
Company information

Megaclose Limited is a private company limited by shares incorporated in England and Wales. The registered office is 120 North Sherwood Street, Nottingham, NG1 4EF.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention, modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value. The principal accounting policies adopted are set out below.

The company has taken advantage of the exemption under section 399 of the Companies Act 2006 not to prepare consolidated accounts, on the basis that the group of which this is the parent qualifies as a small group. The financial statements present information about the company as an individual entity and not about its group.

1.2
Going concern

Due to the recent COVID-19 outbreak, trading over recent months has been impacted.  Following guidance provided by the UK government, Megaclose Limited has taken the decision to close its offices until further notice, albeit in line with government guidance, letting businesses can now reopen. Megaclose has remained fully operational whilst remote working and has continued in its activity. Additionally, the principle source of income from Student Lettings has not been adversely impacted during this time. The major universities in Nottingham are currently expecting to undertake a full delivery of courses from September in the normal way and accordingly, the director anticipate that the room bookings for the forthcoming academic year will be fully occupied and that there will be no material downturn in rental income. Notwithstanding this, the COVID-19 outbreak is still not fully eradicated from the UK and there could be further outbreaks. In the event of a second or localised outbreak, there may be further lockdown action enforced. Based on the experience from the current national lockdown, the director does not believe such lockdowns would adversely impact the company’s ability to continue trading and accordingly the accounts are presented on the going concern basis.

1.3
Turnover

Turnover represents rental income and management charges recognised on a receivable basis over the rental period.

MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
1
Accounting policies
(Continued)
- 4 -
1.4
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Land and buildings leasehold
- 10% straight line
Plant and machinery
- 20% straight line
Motor vehicles
- 25% reducing balance

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.5
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

 

Where fair value cannot be achieved without undue cost or effort, investment property is accounted for as tangible fixed assets.

1.6
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, those overheads that have been incurred in bringing the stocks to their present location and condition.

MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
1
Accounting policies
(Continued)
- 5 -
1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's 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.

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, and loans from fellow group companies are initially recognised at transaction price.

 

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. Trade creditors are recognised initially at transaction price.

1.11
Equity instruments

Share capital issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on share capital are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
1
Accounting policies
(Continued)
- 6 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

1.13
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

1.14
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.15
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.16
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
1
Accounting policies
(Continued)
- 7 -
1.17
Capitalisation of finance costs
It is the company's policy to capitalise finance costs that are directly attributable to the construction of tangible fixed assets. Funds are borrowed specifically for the purpose of financing the construction and are separately identifiable.
2
Employees

The average monthly number of persons employed by the company during the year was 18 (2018- 18).

3
Tangible fixed assets
Land and buildings leasehold
Assets under construction
Plant and machinery
Motor vehicles
Total
£
£
£
£
£
Cost
At 1 July 2018
134,008
804,461
512,579
108,476
1,559,524
Additions
-
544,050
113,898
41,046
698,994
Disposals
-
(632,470)
-
-
(632,470)
Transfer to investment property
-
(426,240)
-
-
(426,240)
At 30 June 2019
134,008
289,801
626,477
149,522
1,199,808
Depreciation and impairment
At 1 July 2018
101,988
-
208,611
27,860
338,459
Depreciation charged in the year
7,453
-
105,258
30,387
143,098
Impairment losses
-
7,433
-
-
7,433
At 30 June 2019
109,441
7,433
313,869
58,247
488,990
Carrying amount
At 30 June 2019
24,567
282,368
312,608
91,275
710,818
At 30 June 2018
32,020
804,461
303,968
80,616
1,221,065
MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
- 8 -
4
Investment property
2019
£
Fair value
At 1 July 2018
29,444,938
Additions
154,939
Transfers from assets under construction
426,240
Revaluations
1,387,020
At 30 June 2019
31,413,137

In September 2017, certain investment properties were subjected to an independent professional valuation on an open market basis by GVA Grimley Limited (Chartered Surveyors) in accordance with Valuation Standard 3.2 of the RICS Valuation Standards - Global and UK (9th Edition). At 30 June 2019, the director calculated the investment property valuations based on projected rental yield updated to the balance sheet date.

 

These valuations have resulted in an increase in the valuation of £1,387,020, giving a total revalued cost carried forward of £31,413,137.

 

The historical cost of investment properties is £16,297,461 (2018 - £15,716,280).

5
Fixed asset investments
2019
2018
£
£
Investments
2
2
Movements in fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 July 2018 & 30 June 2019
2
Carrying amount
At 30 June 2019
2
At 30 June 2018
2
MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
- 9 -
6
Subsidiaries

Details of the company's subsidiaries at 30 June 2019 are as follows:

Name of undertaking
Registered
Nature of business
Class of
% Held
office
shares held
Direct
East Midlands Technical Limited
England & Wales
Property management
Ordinary
100.00
Megaclose USA LLC
USA
Dormant
Ordinary
100.00
7
Debtors
2019
2018
Amounts falling due within one year:
£
£
Trade debtors
39,649
50,922
Corporation tax recoverable
-
257,197
Amounts owed by group undertakings
639,844
638,524
Other debtors
1,441,764
562,839
2,121,257
1,509,482
Deferred tax asset
-
13,356
2,121,257
1,522,838
8
Creditors: amounts falling due within one year
2019
2018
£
£
Trade creditors
587,192
561,557
Corporation tax
479,921
300,124
Other taxation and social security
56,999
17,374
Other creditors
508,741
656,273
1,632,853
1,535,328

Bank loans and overdrafts are secured by a first legal mortgage over the company's investment properties. Security in the form of life policies on the director also exist and the director has given a personal guarantee of £1,000,000 to one of the lenders. In addition, there is a debenture including a fixed and floating charge over all the assets of the company and a debenture including a floating charge over certain properties owned by the company.

MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
- 10 -
9
Creditors: amounts falling due after more than one year
2019
2018
£
£
Bank loans and overdrafts
17,962,750
17,962,750
Other creditors
46,753
47,385
18,009,503
18,010,135

Bank loans and overdrafts are secured by a first legal mortgage over the company's investment properties. Security in the form of life policies on the director also exist and the director has given a personal guarantee of £1,000,000 to one of the lenders. In addition, there is a debenture including a fixed and floating charge over all the assets of the company and a debenture including a floating charge over certain properties owned by the company.

The full amount of bank loans is due for repayment in one instalment on 6 December 2022.

10
Provisions for liabilities
2019
2018
£
£
Deferred tax liabilities
2,021,166
1,592,705
11
Called up share capital
2019
2018
£
£
Ordinary share capital
Issued and fully paid
50,000 Ordinary shares of £1 each
50,000
50,000
12
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

The senior statutory auditor was David Allum.
The auditor was UHY Hacker Young.
MEGACLOSE LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 JUNE 2019
- 11 -
13
Operating lease commitments
Lessee

At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

2019
2018
£
£
70,297
117,914
14
Directors' transactions

Dividends totalling £0 (2018 - £2,000,000) were paid in the year in respect of shares held by the company's directors.

Advances or credits have been granted by the company to its directors as follows:

Description
% Rate
Opening balance
Amounts advanced
Closing balance
£
£
£
Loan (from) / to director
-
(242,395)
471,240
228,845
(242,395)
471,240
228,845

The amounts owed by the director at the reporting date are included within other debtors (2018 - other creditors).

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