ACCOUNTS - Final Accounts

An analysis of turnover by class of business is as follows:

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Registered number: 09711180

MB FULHAM LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

MB FULHAM LIMITED

COMPANY INFORMATION

DIRECTORS	Lily Lin
	Georgios Paris Andrianopoulos
	Dieter Vanagtmael


REGISTERED NUMBER	09711180


REGISTERED OFFICE	6th Floor
	9 Appold Street
	London
	EC2A 2AP


INDEPENDENT AUDITORS	Simmons Gainsford LLP
	Chartered Accountants & Statutory Auditors
	14th Floor
	33 Cavendish Square
	London
	W1G 0PW

MB FULHAM LIMITED

CONTENTS

	Page
Group strategic report	1 - 2
Directors' report	3 - 4
Independent auditors' report	5 - 8
Consolidated statement of comprehensive income	9
Consolidated balance sheet	10
Company balance sheet	11
Consolidated statement of changes in equity	12 - 13
Company statement of changes in equity	14 - 15
Consolidated Statement of cash flows	16
Consolidated analysis of net debt	17
Notes to the financial statements	18 - 29

MB FULHAM LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

BUSINESS REVIEW

The Group has continued to trade in the principal activity of the sale of residential properties following the acquisition of land and building of residential properties in prior years.
Following the performance in 2020 (profit before tax: £1,384,191), the Group has continued to make a profit before tax, this being £440,602 for 2021.
2020 might be best described as an unprecedented year, in which we witnessed the United Kingdom (the “UK”) withdrawing from the European Union (the “EU”), and the impact of Covid-19 on the UK property sector, the impact of which continued to be felt into 2021.
However, with the extension of the Government’s emergency Stamp Duty Land Tax (‘SDLT’) temporary reduced rate (a residential property purchased between 8 July 2020 to 30 June 2021, a buyer only starts to pay SDLT on the amount that he or she pays for the property above £500,000) which ended on 30 June, sales were encouraging, with few residential units left to sell at the 2021-year end.
All remaining residential units were all sold in 2022.

MONITORING AND MANAGING RISK
The directors understand that in order to generate a return it is necessary to accept a level of risk. The key is to ensure these risks remain within acceptable levels agreed by the Board. We believe that our structure allows us not just to identify, measure and manage risk, but also to respond quickly where opportunities are identified.
The Group monitors and manages risks and uncertainties in the following key areas:

Principal risks	Area of impact	Management approach

Property valuation risk: Property market movements and property valuations	Profitability and net asset value	Senior management has extensive experience and detailed understanding of our core markets. This expertise is supplemented by local leading estate agents

Financial risk: Unavailability of funding at acceptable pricing	Profitability and liquidity	Cash reserves are held within the wider group, which are expected to be accessible to the Group companies as required albeit the Directors do not believe this to be required as the entity has sold all of its remaining inventory and plans to liquidate

Page 1

MB FULHAM LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

	Political and economic risks (economic downturn, Brexit, Covid-19)	Profitability, liquidity, net asset value, ability to sell residential properties	Cash reserves are monitored within the group to ensure companies maintain adequate cash to operate

FUTURE PLANS

At the date of signing this report and looking forward, the Group had no remaining stock, with the continued intention of not acquiring another trade but closing the companies in the Group. Therefore, the Group continues to be deemed a non-going concern and the financial statements have been prepared as such.

This report was approved by the board on 11 April 2023 and signed on its behalf.

Lily Lin

Director

Page 2

MB FULHAM LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2021

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

PRINCIPAL ACTIVITIES
The principal activity of the group is the acquisition of land, the building of residential property and subsequent sale of residential properties.
Due to the company pursuing its exit strategy, as explained in Note 3.3, the financial statements have been prepared on a basis other than that of the going concern basis.

DIRECTORS' RESPONSIBILITIES STATEMENT

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

In preparing these , the directors are required to:

∙select suitable accounting policies for the Group's financial statements and then apply them consistently;

∙make judgments and accounting estimates that are reasonable and prudent;

∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

∙prepare the Financial Statements on the going concern basis unless it is inappropriate to presume that the Group will not 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 the Group and to enable them to ensure that the comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

RESULTS AND DIVIDENDS

The profit for the year, after taxation, amounted to £180,436 (2020 -£1,251,198).

DIRECTORS

The directors who served during the year were:

Lily Lin

Georgios Paris Andrianopoulos

Dieter Vanagtmael

Page 3

MB FULHAM LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2021

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 and the Group'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 and the Group's auditors are aware of that information.

This report was approved by the board on 11 April 2023 and signed on its behalf.

Lily Lin

Director

Page 4

MB FULHAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MB FULHAM LIMITED

OPINION

We have audited the financial statements of MB Fulham Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 31 December 2021, which comprise the Group Statement of Comprehensive Income, the Group and Company Balance Sheets, the Group Statement of Cash Flows, the Group and Company 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 Group's and of the parent Company's affairs as at 31 December 2021 and of the Group's 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 Group 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.

MATERIAL UNCERTAINTY RELATING TO GOING CONCERN

We draw attention to note 3.3 in the financial statements, which indicates that the group is pursuing its exit strategy and therefore the directors do not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. All the remaining inventory sales were completed prior to the signing of this report, and the directors intend to liquidate the company. As such, the company is no longer deemed to be a going concern and the financial statements have been prepared as such. Accordingly the financial statements have been prepared on a basis other than going concern as described in note 3.3. Our opinion is not modified in respect of this matter.

Page 5

MB FULHAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MB FULHAM 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or

∙the parent Company 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 Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.

Page 6

MB FULHAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MB FULHAM 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 Group 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:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:

∙the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities;

∙the nature of the company including its management structure and control systems (including the opportunity for management to override such controls); and

∙the industry and environment in which it operates.

We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:

∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and distributable profits legislation;

∙the timing of the recognition of commercial income;

∙management bias in selecting accounting policies and determining estimates;

∙inappropriate journal entries; and

∙recoverability of debtors.

We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:

∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;

∙enquiries with the same concerning any actual or potential litigation or claims;

∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;

∙assessment of matters reported to management and the result of the subsequent investigation;

∙obtaining an understanding of the policies and controls over the recognition of income and testing their implementation during the year;

∙review documentation relating to compliance with the regulations relating to VAT, including VAT reports;

∙challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to valuation of investment properties and their impairment;

∙identifying and testing journal entries, in particular any journal entries posted with unusual account

Page 7

MB FULHAM LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MB FULHAM LIMITED (CONTINUED)

combinations or crediting revenue or cash; and

∙assessing the recovery of debtors in the period since the balance sheet date and challenging assumptions made by management regarding the recovery of balances which remain outstanding;

∙reviewing the financial statements for compliance with the relevant disclosure requirements;

∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;

∙evaluating the underlying business reasons for any unusual transactions; and

∙considered the implementation of controls during the year.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

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.

OTHER MATTERS

The comparative for the Group was not audited

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.

Atulya Mehta (Senior statutory auditor)

for and on behalf of

Simmons Gainsford LLP

Chartered Accountants

Statutory Auditors

14th Floor

33 Cavendish Square

London

W1G 0PW

11 April 2023

Page 8

MB FULHAM LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 DECEMBER 2021

		Unaudited
	2021	2020
Note	£	£


Turnover	5	1,251,241	12,632,364
Cost of sales		(711,775)	(10,626,194)
Gross profit		539,466	2,006,170
Administrative expenses		(99,001)	(576,680)
Operating profit	6	440,465	1,429,490
Finance income	9	183	7,668
Finance costs	10	(46)	(52,967)
Profit before tax		440,602	1,384,191
Tax on profit	11	(260,166)	(132,993)
Profit for the financial year		180,436	1,251,198

Profit for the year attributable to:
Owners of the parent company		(180,436)	(1,251,198)

The notes on pages 18 to 29 form part of these financial statements.

Page 9

MB FULHAM LIMITED

REGISTERED NUMBER: 09711180

CONSOLIDATED BALANCE SHEET

AS AT 31 DECEMBER 2021

		2021		Unaudited 2020
Note		£		£

Fixed assets
Investments	12		1		1
			1		1
Current assets
Stocks	13	3,543,293		4,180,720
Debtors: amounts falling due within one year	14	10,906,422		9,984,378
Cash at bank and in hand	15	538,422		1,364,123
		14,988,137		15,529,221
Creditors: amounts falling due within one year	16	(380,461)		(1,101,981)
Net current assets			14,607,676		14,427,240
Total assets less current liabilities			14,607,677		14,427,241
Net assets			14,607,677		14,427,241

Capital and reserves
Called up share capital	18	18,150,001	18,150,001
Profit and loss account	19	(3,542,324)	(3,722,760)
Equity attributable to owners of the parent Company		14,607,677	14,427,241

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 April 2023.

Lily Lin

Director

The notes on pages 18 to 29 form part of these financial statements.

Page 10

MB FULHAM LIMITED

REGISTERED NUMBER: 09711180

COMPANY BALANCE SHEET

AS AT 31 DECEMBER 2021

		2021		2020
Note		£		£

Fixed assets
Investments	12		11		11
			11		11
Current assets
Stocks	13	-		833,693
Debtors: amounts falling due within one year	14	14,271,374		14,018,115
Cash at bank and in hand	15	248,597		1,351,572
		14,519,971		16,203,380
Creditors: amounts falling due within one year	16	(89,995)		(990,902)
Net current assets			14,429,976		15,212,478
Total assets less current liabilities			14,429,987		15,212,489


Net assets			14,429,987		15,212,489

Capital and reserves
Called up share capital	18	18,150,001	18,150,001
Profit and loss account	19	(3,720,014)	(2,937,512)
		14,429,987	15,212,489

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 11 April 2023.

Lily Lin

Director

Page 11

MB FULHAM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2021	18,150,001	(3,722,760)	14,427,241	14,427,241
Comprehensive income for the year
Profit for the year	-	180,436	180,436	180,436
At 31 December 2021	18,150,001	(3,542,324)	14,607,677	14,607,677

The notes on pages 18 to 29 form part of these financial statements.

Page 12

MB FULHAM LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

	Called up share capital	Profit and loss account	Equity attributable to owners of parent Company	Total equity
	£	£	£	£
At 1 January 2020	18,150,001	(4,973,958)	13,176,043	13,176,043
Comprehensive income for the year
Profit for the year	-	1,251,198	1,251,198	1,251,198
At 31 December 2020	18,150,001	(3,722,760)	14,427,241	14,427,241

The notes on pages 18 to 29 form part of these financial statements.

Page 13

MB FULHAM LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2021

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2021	18,150,001	(2,937,512)	15,212,489
Comprehensive income for the year
Loss for the year	-	(782,502)	(782,502)
At 31 December 2021	18,150,001	(3,720,014)	14,429,987

The notes on pages 18 to 29 form part of these financial statements.

Page 14

MB FULHAM LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2020

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 January 2020	18,150,001	(4,664,984)	13,485,017
Comprehensive income for the year
Profit for the year	-	1,727,472	1,727,472
At 31 December 2020	18,150,001	(2,937,512)	15,212,489

The notes on pages 18 to 29 form part of these financial statements.

Page 15

MB FULHAM LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 DECEMBER 2021

				Unaudited
			2021	2020
			£	£

Cash flows from operating activities
(Loss)/profit for the financial year	180,436	1,251,198
Adjustments for:
Impairment	-	592,973
Interest payable	46	52,967
Interest receivable	(183)	(7,668)
Taxation charge	260,166	132,993
Decrease in stocks	637,426	9,706,837
(Increase) in debtors	(1,211,880)	(2,420,918)
Decrease in amounts owed by associates	29,671	-
(Decrease) in creditors	(727,878)	(3,164,308)
Increase in amounts owed to associates	6,358	-
Net cash generated from operating activities	(825,838)	6,144,074

Cash flows from investing activities
Interest receivable	183	7,668
Net cash from investing activities	183	7,668
Cash flows from financing activities
Loans from associates repaid	-	(7,046,103)
Bank interest paid	(46)	(41)
Net cash used in financing activities	(46)	(7,046,144)
Net (decrease) in cash and cash equivalents	(825,701)	(894,402)
Cash and cash equivalents at beginning of year	1,364,123	2,258,525

Cash at bank and in hand at the year end	538,422	1,364,123

The notes on pages 18 to 29 form part of these financial statements.

Page 16

MB FULHAM LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 DECEMBER 2021


At 1 January 2021	Cash flows	At 31 December 2021
£	£	£

Cash at bank and in hand	1,364,123	(825,701)	538,422
	1,364,123	(825,701)	538,422

The notes on pages 18 to 29 form part of these financial statements.

Page 17

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

2.	GENERAL INFORMATION

MB Fulham Limited is a private company limited by shares incorporated in England and Wales. The registered office is 6th Floor, 9 Appold Street, London EC2A 2AP.

3.ACCOUNTING POLICIES

3.1

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 4).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

3.2

BASIS OF CONSOLIDATION

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Bishops Gate Fulham Management Ltd, 100% subsidiary of MB Fulham Limited, is excluded from consolidation as it is deemed to be immaterial.

3.3

GOING CONCERN

Under FRS 102, an entity prepares financial statements on a going concern basis unless management intends to liquidate the entity or cease trading, or has no realistic alternative, but to do so. In the prior years, the Directors had decided to pursue an exit strategy. All the remaining inventory sales were completed prior to the signing of this report, and the directors intend to liquidate the company. As such, the company is no longer deemed to be a going concern and the financial statements have been prepared as such. There is no change to the income statement or statement of financial postion as a result of preparing the financial statements on a basis other than going concern.

Page 18

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

3.ACCOUNTING POLICIES (CONTINUED)

3.4

REVENUE

Revenue from sale of residential properties is recognised when the property is unconditionally transferred to the customer. Revenue from rental income represents the value of the consideration receivable on a straight-line basis over the term of the lease. Revenue from management fee income represents the value of the consideration receivable when the service has been delivered to the customer.
When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

3.5

INTEREST INCOME

Interest income is recognised in profit or loss using the effective interest method.

3.6

FINANCE COSTS

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

3.7

CURRENT AND DEFERRED TAXATION

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 19

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

3.ACCOUNTING POLICIES (CONTINUED)

3.8

VALUATION OF INVESTMENTS

Investments in subsidiaries are measured at cost less accumulated impairment.

3.9

Stocks

Inventories are stated at the lower of cost and estimated selling price less costs to complete and sell (net realisable value).
Cost includes land purchases and associated costs, materials, direct labour and any associated professional fees. Borrowing costs directly attributable to the acquisition or construction of inventory are not capitalised, instead such costs are recognised as an expense in the Income Statement.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of inventories over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the Income Statement. Reversals of impairment losses are also recognised in the Income Statement.
The inventory expensed in cost of sales relating to sales made to external parties is valued at a rate to ensure the whole-site margin remains constant for each sales year. This calculation is a result of analysing the whole site return and applying this percentage rate to each sale.

3.10

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.

3.11

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

3.12

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.

Page 20

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

3.ACCOUNTING POLICIES (CONTINUED)

3.13

PROVISIONS FOR LIABILITIES

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

3.14

FINANCIAL INSTRUMENTS

The Group 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.

Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or in case of an out-right short-term loan that is not at market rate, the financial asset or liability is measured, initially at the present value of future cash flows discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost, unless it qualifies as a loan from a director in the case of a small company, or a public benefit entity concessionary loan.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the Consolidated statement of comprehensive income.

For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate of the recoverable amount, which is an approximation of the amount that the Group would receive for the asset if it were to be sold at the balance sheet date.

Page 21

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

4.	JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the company's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors considered relevant. Actual results may differ from these assessments.
The estimate and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimates is revised where the revision affects only that period, or in the period of revision and future periods where the revision affects both current and future periods.
Critical estimate
Inventory - net realisable value
An assessment of the net realisable value was performed on the remaining assets as at the 31 December 2021 year end. Below outlines how this has been considered and any sensitivity analysis where applicable:
The estimated net realisable value of the single remaining residential unit in MB Fulham (Commercial) Limited was determined using the post-year end sales agreement less associated selling costs.
The estimated net realisable value of the residential freehold was determined using the post-year end sales agreement less associated selling costs.
Both the property and freehold were sold post-year end thus eliminating any uncertainty.

Sale of property	1,064,450	12,560,925
Rental income	162,958	6,203
Other income	23,833	65,236
	1,251,241	12,632,364

Analysis of turnover by country of destination:

					2021	2020
					£	£

United Kingdom	1,251,241	12,632,364
	1,251,241	12,632,364

Page 22

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

Development/management fees

(2,725)

311,101

Fees payable to the Group's auditors for the audit of the consolidated and parent Company's financial statements

20,750

20,700

Fees payable to the Group's auditor and its associates in respect of:


All other services	7,000	22,540

EMPLOYEES

The Group and Company have no employees other than the directors, who did not receive any remuneration (2020 -£NIL).

9.	INTEREST RECEIVABLE
		2021	2020
		£	£

Other interest receivable

183

7,668

10.	INTEREST PAYABLE AND SIMILAR EXPENSES
		2021	2020
		£	£

	Bank interest payable	46	41
	Loans from group undertakings	-	52,926

Page 23

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

Corporation tax
Current tax on profits for the year	-	300,701
	-	300,701

Total current tax	-	300,701

Deferred tax
Origination and reversal of timing differences	260,166	(167,708)
Total deferred tax	260,166	(167,708)


	Taxation on profit on ordinary activities	260,166	132,993

Profit on ordinary activities before tax

440,602

1,384,191

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020 -19%)	83,714	262,996
Effects of:
Expenses not deductible for tax purposes, other than goodwill amortisation and impairment	-	(18,154)
Changes to the tax rate	260,166	(47,101)
Reactivation of Corporate Interest Restrictions	-	(76,953)
Loss carried forward	(83,714)	-
Other differences leading to an increase (decrease) in the tax charge	-	12,205
Total tax charge for the year	260,166	132,993

Page 24

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

11.TAXATION (CONTINUED)

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The UK deferred tax asset as at 31 December 2019 was calculated at 19%.
In 2022 the government confirmed that the previously enacted increase in Corporation Tax rate to 25% for
large companies will take effect from 1 April 2023.

12.	FIXED ASSET INVESTMENTS
	Group

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

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2021	11
	At 31 December 2021	11

Page 25

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021


SUBSIDIARY UNDERTAKINGS
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

	Bishop Gate Fulham Management Company Ltd	England & Wales	Ordinary	100%
	MB Fulham (Commercial) Limited	England & Wales	Ordinary	100%

The aggregate of the share capital and reserves as at 31 December 2021 and the profit or loss for the year ended on that date for the subsidiary undertakings were as follows:
Name	Aggregate of share capital and reserves	Profit/(Loss)
	£	£

	Bishop Gate Fulham Management Company Ltd	-	-
	MB Fulham (Commercial) Limited	(522,299)	262,938

13.	STOCKS
		2021	2020
		£	£

	Properties for resale	3,543,293	4,180,720

14.

DEBTORS

Group	Group	Company	Company
2021	2020	2021	2020
£	£	£	£


Trade debtors	52,731	25,361	-	-
Amounts owed by group undertakings	10,662,715	8,731,115	14,262,715	13,822,715
Amounts owed by related party	-	29,671	-	29,671
Other debtors	54,356	873,827	8,659	18,970
Prepayments and accrued income	136,620	64,238	-	-
Deferred taxation	-	260,166	-	146,759
	10,906,422	9,984,378	14,271,374	14,018,115

Page 26

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

15.	CASH AND CASH EQUIVALENTS
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

	Cash at bank and in hand	538,422	1,364,123	248,597	1,351,572

16.	CREDITORS: Amounts falling due within one year
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Trade creditors	48,969	79,758	48,669	74,471
Amounts owed to associates	6,358	-	6,358	-
Other taxation and social security	825	896,011	-	896,011
Other creditors	217,500	-	-	-
Accruals and deferred income	106,809	126,212	34,968	20,420
	380,461	1,101,981	89,995	990,902

Page 27

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

17.	DEFERRED TAXATION
	Group

	2021	2020
	£	£

At beginning of year	260,166	461,558
Charged to profit or loss	(260,166)	(201,392)
At end of year	-	260,166

Company

	2021	2020
	£	£

At beginning of year	146,759	400,358
Charged to profit or loss	(146,759)	(253,599)
At end of year	-	146,759

The deferred tax asset is made up as follows:
	Group	Group	Company	Company
	2021	2020	2021	2020
	£	£	£	£

Liability/asset at the year end	260,166	513,766	146,759	400,359
Utilised	-	(300,701)	-	(300,701)
Changes to tax rate	(260,166)	47,101	(146,759)	47,101
	-	260,166	-	146,759

18.	SHARE CAPITAL
		2021	2020
		£	£

Allotted, called up and fully paid

18,150,001 (2020 -18,150,001) Ordinary shares shares of £1.00 each	18,150,001	18,150,001

Page 28

MB FULHAM LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2021

19.

RESERVES

Profit and loss account

The profit and loss reserve represents the distributable profit for the Group.

20.

RELATED PARTY TRANSACTIONS

The Company has taken advantage of the exemption available in FRS 102 "Related party disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the Group.
Company
Included within debtors is £10,662,715 (2020: 8,562,715) due from ultimate parent.
Included within debtors is £4,300,000 (2020: £5,260,000) due from subsidiary undertakings.
Group
Included within debtors is £10,662,715 (2020: 8,562,715) due from ultimate parent.
Included within debtors is £nil (2020: £168,400) due from subsidiary undertakings.

21.	POST BALANCE SHEET EVENTS

The company will be liquidated in 2023.

22.	CONTROLLING PARTY

The immediate parent company and controlling entity is MBERP II (Luxembourg) 27 S.àr.l., a company incorporated in the Grand Duchy of Luxembourg (registered office 12C, Impasse Drosbach, L-1882 Luxembourg, R.C.S Luxembourg, 198 558). The ultimate undertaking and controlling party is MBERP II (Luxembourg) 27 S.à rl., and represents the only group of which this company is a member.

Page 29