ACCOUNTS - Final Accounts

BANCROFT GROUP LIMITED - Company Information

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Registered number: 06341584

BANCROFT GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

BANCROFT GROUP LIMITED

COMPANY INFORMATION

Directors	T Martin
	B Cockrell


Company secretary	B Cockrell


Registered number	06341584


Registered office	32 Harbour Exchange Square
	Harbour Island
	London
	E14 9GE


Independent auditors	Haslers
	Chartered Accountants & Statutory Auditor
	Old Station Road
	Loughton
	Essex
	IG10 4PL

BANCROFT GROUP LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2
Directors' Responsibilities Statement	3
Independent Auditors' Report	4 - 7
Statement of Comprehensive Income	8
Balance Sheet	9
Statement of Changes in Equity	10
Notes to the Financial Statements	11 - 15

BANCROFT GROUP LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

Introduction

The principal activity of the company during the period continued to be that of the holding company.

Business review

The company continued as a holding company and has had no activity during the period. The results of the main
trading subsidiary, 'Bancroft Limited', can be viewed in its individual accounts.

This report was approved by the board on 16 September 2022 and signed on its behalf.

B Cockrell

Secretary

Page 1

BANCROFT GROUP LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

The directors present their report and the financial statements for the year ended 31 December 2021.

Results and dividends

The profit for the year, after taxation, amounted to £1,400,000 (2020 - £NIL).

The directors have proposed the payment of a final dividend in the year of £1,395,000 (2020 - £NIL).

Directors

The directors who served during the year were:

T Martin

B Cockrell

Future developments

The directors do not envisage any significant changes in the company's business in the near future.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:

∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

The auditors, Haslers, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 16 September 2022 and signed on its behalf.

B Cockrell

Director

Page 2

BANCROFT GROUP LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 DECEMBER 2021

The directors are responsible for preparing the Strategic Report, the Directors' Report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

∙make judgments 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 to 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.

Page 3

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANCROFT GROUP LIMITED

Opinion

We have audited the financial statements of Bancroft Group Limited (the 'Company') for the year ended 31 December 2021, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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 December 2021 and of its profit 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 United Kingdom, including the Financial Reporting Council'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

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Page 4

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANCROFT GROUP LIMITED (CONTINUED)

Other information

The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual Report. 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. 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 course of 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinion 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 Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

∙the Strategic Report and the Directors' Report have 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 Strategic Report or the Directors' Report.

We have nothing to report in respect of the following matters in relation to which 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.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 is 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.

Page 5

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANCROFT GROUP LIMITED (CONTINUED)

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 an Auditors' Report 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.

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks that are applicable to the entity and determined that the most significant are those that:
• had a direct effect on the determination of material amounts and disclosures in the financial statements. These included the UK Companies Act and tax legislation etc; and
• do not have a direct effect on the financial statements but compliance with which may be fundamental to the company’s ability to operate or to avoid a material penalty. These include operational and employment laws and regulations including health and safety regulations, environmental regulations, GDPR and Subcontractor insurance requirements.
We obtained an understanding of how the company are complying with those legal and regulatory frameworks by making enquiries with management and those responsible for legal and compliance frameworks. We corroborated our enquiries through review of correspondence with regulatory bodies and gaining an understanding of the entity level controls of the company in respect of these areas and the controls in place to reduce opportunity for fraudulent transactions.
We discussed among the audit engagement team including relevant internal tax specialists, regarding the opportunities and incentives, including management override of controls, that may exist within the organisation for fraud and how and where fraud might occur in the financial statements. We also communicated the applicable laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit.
As a result of performing the above, we identified the greatest potential for fraud in the following areas, and our specific procedures performed to address it are described below:
The principal risks related to management override in relation to posting of non-standard manual journals.
Procedures performed to address these were as follows:
• Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process,
• Using analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud,
• Assessing the appropriateness of accounting estimates and challenging any significant assumptions or judgements made by management,

Page 6

BANCROFT GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BANCROFT GROUP LIMITED (CONTINUED)

• Incorporating testing of manual journal entries that were posted throughout the year. In particular, we focused on material journal entries, journal entries posted with unusual account combinations, and journal entries crediting revenue or cash. These were scrutinised for evidence of unusual entries,
• Evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
• Considering any changes to the control environment as a result of the Covid-19 pandemic.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

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 an Auditors' Report 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.

Charalambos Patsalides (Senior Statutory Auditor)

for and on behalf of

Haslers

Chartered Accountants

Statutory Auditor

Old Station Road

Loughton

Essex

IG10 4PL

16 September 2022

Page 7

BANCROFT GROUP LIMITED

STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

	2021	2020
Note	£	£


Income from fixed assets investments	1,400,000	-
Profit before tax	1,400,000	-
Profit for the financial year	1,400,000	-

There were no recognised gains and losses for 2021 or 2020 other than those included in the statement of comprehensive income.

There was no other comprehensive income for 2021 (2020:£NIL).

The notes on pages 11 to 15 form part of these financial statements.

Page 8

BANCROFT GROUP LIMITED

REGISTERED NUMBER: 06341584

BALANCE SHEET

AS AT 31 DECEMBER 2021

	2021	2021	2020	2020
Note	£	£	£	£

Fixed assets
Investments	7		100,000		100,000
			100,000		100,000
Current assets
Debtors: amounts falling due within one year	8	234,933		229,900
Cash at bank and in hand	9	146		179
		235,079		230,079
Creditors: amounts falling due within one year	10	(3,000)		(3,000)
Net current assets			232,079		227,079
Total assets less current liabilities			332,079		327,079

Net assets			332,079		327,079

Capital and reserves
Called up share capital	11	270,400	270,400
Share premium account	12	46,000	46,000
Profit and loss account	12	15,679	10,679
		332,079	327,079

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 16 September 2022.

B Cockrell

Director

The notes on pages 11 to 15 form part of these financial statements.

Page 9

BANCROFT GROUP LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2021	270,400	46,000	10,679	327,079
Comprehensive income for the year
Profit for the year	-	-	1,400,000	1,400,000
Dividends: Equity capital	-	-	(1,395,000)	(1,395,000)
At 31 December 2021	270,400	46,000	15,679	332,079

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2020	270,400	46,000	10,679	327,079
At 31 December 2020	270,400	46,000	10,679	327,079

The notes on pages 11 to 15 form part of these financial statements.

Page 10

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

1.	General information

Bancroft Group Limited is a private company, limited by shares and incorporated in England and Wales, United Kingdom, with a registration number 06341584. The address of a registered office is 32 Harbour Exchange Square, Harbour Island, London, England, E14 9GE.

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 Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The financial statements are presented in pounds sterling which is the functional currency of the company and rounded to the nearest pound.

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

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 the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":

∙the requirements of Section 7 Statement of Cash Flows;

∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);

∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Teem Group Limited as at 31 December 2021 and these financial statements may be obtained from Companies House.

2.3

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.4

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.

2.5

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. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Page 11

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.Accounting policies (continued)

2.6

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.

2.7

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, loans to related parties and investments in ordinary shares.

2.8

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Auditors' remuneration

The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these are disclosed in the group accounts of the parent Company.

Employees

The average monthly number of employees, including the directors, during the year was as follows:

	2021	2020
	No.	No.

Directors	2	2

5.	Income from investments
		2021	2020
		£	£

Dividends received	1,400,000	-
	1,400,000	-

Page 12

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

6.	Dividends
		2021	2020
		£	£

	Dividends paid	1,395,000	-
		1,395,000	-

7.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2021	100,000
	At 31 December 2021	100,000

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Class of shares	Holding

Bancroft Limited	Ordinary	100%
Bancroft Blue Limited	Ordinary	100%
Gradeley Limited	Ordinary	100%

Debtors

					2021	2020
					£	£


Amounts owed by group undertakings	234,933	229,900
	234,933	229,900

Page 13

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

9.	Cash and cash equivalents
		2021	2020
		£	£

Cash at bank and in hand	146	179
	146	179

10.	Creditors: Amounts falling due within one year
		2021	2020
		£	£

Accruals and deferred income	3,000	3,000
	3,000	3,000

Page 14

BANCROFT GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

11.	Share capital
		2021	2020
		£	£

Allotted, called up and fully paid

4,900,000 (2020 - 4,900,000) A Ordinary shares of £0.010 each	49,000	49,000
400,000 (2020 - 400,000) B Ordinary shares of £0.010 each	4,000	4,000
5,100,000 (2020 - 5,100,000) C Ordinary shares of £0.010 each	51,000	51,000
78,400,000 (2020 - 78,400,000) D Ordinary shares of £0.001 each	78,400	78,400
81,600,000 (2020 - 81,600,000) E Ordinary shares of £0.001 each	81,600	81,600
6,400,000 (2020 - 6,400,000) F Ordinary shares of £0.001 each	6,400	6,400

	270,400	270,400

12.

Reserves

Share premium account

The share premium account represents the premium arising on the issue of shares net of issue costs.

Profit and loss account

The profit and loss account represents cumulative profits and losses net of dividends and other adjustments.

13.	Controlling party

The ultimate parent undertaking is Teem Group Limited, a company incorporated in England and Wales. Consolidated accounts of the ultimate parent undertaking are prepared and are available to view at Companies House or obtained from the company's registered office.

Page 15