Brompton 35 Limited - Limited company accounts 20.1

REGISTERED NUMBER: 08998796 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2020

for

BROMPTON 35 LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Income Statement

5

Other Comprehensive Income

6

Balance Sheet

7

Statement of Changes in Equity

8

Notes to the Financial Statements

9

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 2020.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2019 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;

-	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 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

3 December 2020

Opinion

We have audited the financial statements of Brompton 35 Limited (the 'company') for the year ended 31 March 2020 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 2020 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

3 December 2020

TURNOVER

-

-

Administrative expenses

(200,531

)

8,100

OPERATING PROFIT/(LOSS)

200,531

(8,100

)

Income from fixed asset investments

329,644

313,824

Interest receivable and similar income

10,836

75

340,480

313,899

541,011

305,799

Gain/loss on revaluation of investments

(2,766,199

)

(1,045,890

)

LOSS BEFORE TAXATION

(2,225,188

)

(740,091

)

Tax on loss

1,881

(2,618

)

LOSS FOR THE FINANCIAL YEAR

(2,227,069

)

(737,473

)

LOSS FOR THE YEAR

(2,227,069

)

(737,473

)

OTHER COMPREHENSIVE INCOME

Gain/(loss) on revaluation of JV

(1,486,600

)

(7,250,000

)

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(1,486,600

)

(7,250,000

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(3,713,669

)

(7,987,473

)

FIXED ASSETS

Investments

4

12,572,473

20,466,849

CURRENT ASSETS

Debtors

5

641,202

282,691

Cash at bank

2,775,884

204,468

3,417,086

487,159

CREDITORS

Amounts falling due within one year

6

31,676

7,456

NET CURRENT ASSETS

3,385,410

479,703

TOTAL ASSETS LESS CURRENT LIABILITIES

15,957,883

20,946,552

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

Fair value reserve

7

(2,177,848

)

2,074,951

Retained earnings

5,571,844

239,785

SHAREHOLDERS' FUNDS

15,957,883

20,946,552

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 and authorised for issue on 3 December 2020 and were signed on its behalf by:

H G Waters - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 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

Changes in equity

Dividends

-

(1,275,000

)

-

Total comprehensive income

-

6,607,059

-

Balance at 31 March 2020

36,500

5,571,844

12,527,387

Merger

Fair

relief

value

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 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

Changes in equity

Dividends

-

-

(1,275,000

)

Total comprehensive income

(6,067,929

)

(4,252,799

)

(3,713,669

)

Balance at 31 March 2020

-

(2,177,848

)

15,957,883

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.

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

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.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 2 (2019 - NIL ) .

4.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

Other

undertakings

venture

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 April 2019

83

11,500,000

8,966,766

20,466,849

Additions

-

-

11,465,538

11,465,538

Disposals

-

(11,500,000

)

(5,093,715

)

(16,593,715

)

Revaluations

-

-

(2,766,199

)

(2,766,199

)

At 31 March 2020

83

-

12,572,390

12,572,473

NET BOOK VALUE

At 31 March 2020

83

-

12,572,390

12,572,473

At 31 March 2019

83

11,500,000

8,966,766

20,466,849

Cost or valuation at 31 March 2020 is represented by:

Shares in

group

Other

undertakings

investments

Totals

£

£

£

Valuation in 2015

-

124,631

124,631

Valuation in 2016

-

(423,781

)

(423,781

)

Valuation in 2017

-

(633,057

)

(633,057

)

Valuation in 2018

-

1,526,558

1,526,558

Valuation in 2019

-

(1,055,308

)

(1,055,308

)

Valuation in 2020

-

(2,766,199

)

(2,766,199

)

Cost

83

15,799,546

15,799,629

83

12,572,390

12,572,473

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Amounts owed by group undertakings

11,300

282,691

Other debtors

629,902

-

641,202

282,691

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2020

2019

£

£

Trade creditors

1,650

(750

)

Taxation and social security

21,821

-

Other creditors

8,205

8,206

31,676

7,456

7.

RESERVES

Fair

value

reserve

£

At 1 April 2019

2,074,951

Fair value movements

(4,252,799

)

At 31 March 2020

(2,177,848

)

8.	POST BALANCE SHEET EVENTS

On 11th March 2020 the World Health Organization declared the outbreak of COVID-19 a pandemic. The pandemic reduced the value of the company's investment portfolio at the year end, as seen across global stock markets. However, after the year end, the value if the portfolio had shown signs of recovery. This is identified as a non-adjusting post balance sheet event.

The financial effect of this event is forecast to be a reduction in investment income and profit, but not to the extent that the company ceases to be a going concern. However, due to the unparalleled effect of this event, the company cannot make a specific quantitative financial estimate of the impact of COVID-19.