Brompton 35 Limited - Limited company accounts 16.1

REGISTERED NUMBER: 08998796 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2016

for

BROMPTON 35 LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Profit and Loss Account

6

Statement of Total Recognised Gains and Losses

7

Balance Sheet

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 2016.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2015 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.

AUDITORS

The auditors, Camerons Accountancy Consultants Limited, will be proposed for re-appointment

at the forthcoming Annual General Meeting.

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

27 October 2016

We have audited the financial statements of Brompton 35 Limited for the year ended

31 March 2016 on pages six to twelve. The financial reporting framework that has been applied

in their preparation is applicable law and the Financial Reporting Standard for Smaller Entities

(effective January 2015) (United Kingdom Generally Accepted Accounting Practice applicable to

Smaller Entities).

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.

Respective responsibilities of directors and auditors

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. Our responsibility is to audit and express an opinion on the financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board's Ethical Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts and disclosures in the financial

statements sufficient to give reasonable assurance that the financial statements are free from

material misstatement, whether caused by fraud or error. This includes an assessment of:

whether the accounting policies are appropriate to the company's circumstances and have

been consistently applied and adequately disclosed; the reasonableness of significant

accounting estimates made by the directors; and the overall presentation of the financial

statements. In addition, we read all the financial and non-financial information in the Report of

the Directors to identify material inconsistencies with the audited financial statements and to

identify any information that is apparently materially incorrect based on, or materially

inconsistent with, the knowledge acquired by us in the course of performing the audit. If we

become aware of any apparent material misstatements or inconsistencies we consider the

implications for our report.

Opinion on financial statements

In our opinion the financial statements:

-	give a true and fair view of the state of the company's affairs as at 31 March 2016 and of its profit for the year then ended;

-	have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice applicable to Smaller Entities; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion 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.

Matters on which we are required to report by exception

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.

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

27 October 2016

TURNOVER

-

-

Administrative expenses

(127,142

)

(67,873

)

OPERATING PROFIT

2

127,142

67,873

Income from fixed asset investments

277,195

166,193

Interest receivable and similar income

4,787

4,223

281,982

170,416

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

409,124

238,289

Tax on profit on ordinary activities

3

-

8,203

PROFIT FOR THE FINANCIAL YEAR

409,124

230,086

PROFIT FOR THE FINANCIAL YEAR

409,124

230,086

Revaluation gains

(283,870

)

826,292

TOTAL RECOGNISED GAINS AND LOSSES RELATING TO THE YEAR

125,254

1,056,378

FIXED ASSETS

Investments

5

18,811,161

19,289,353

CURRENT ASSETS

Debtors

6

199,791

-

Cash at bank

270,791

218,265

470,582

218,265

CREDITORS

Amounts falling due within one year

7

8,206

19,424

NET CURRENT ASSETS

462,376

198,841

TOTAL ASSETS LESS CURRENT LIABILITIES

19,273,537

19,488,194

CAPITAL AND RESERVES

Called up share capital

8

36,500

36,500

Share premium

9

12,527,387

12,527,387

Revaluation reserve

9

(299,150

)

826,292

Merger relief reserve

9

6,067,929

6,067,929

Profit and loss account

9

940,871

30,086

SHAREHOLDERS' FUNDS

19,273,537

19,488,194

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective January 2015).

The financial statements were approved by the Board of Directors on 27 October 2016 and were signed on its behalf by:

H G Waters - Director

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention as

modified by the revaluation of certain assets and in accordance with the Financial

Reporting Standard for Smaller Entities (effective January 2015).

Related party exemption

The company has taken advantage of exemption, under the terms of Financial Reporting

Standard 8 Related Party Disclosures, not to disclose related party transactions with

wholly owned subsidiaries within the group.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but

not reversed at the balance sheet date.

Investments

The fixed asset listed investments are included at market value with gains and

temporary deficits in valuation recognised in the revaluation reserve.

Temporary deficits are those whose reversal can be prudently forseen. Deficits whose

reversal can not be prudently forseen, or the results of impairment of the investments,

are taken to the profit and loss account.

2.	OPERATING PROFIT

The operating profit is stated after charging/(crediting):

Period

15/4/14

Year ended

to

31/3/16

31/3/15

£

£

Profit on disposal of fixed assets

(151,902

)

(80,916

)

Auditors' remuneration

4,200

3,600

Directors' remuneration and other benefits etc

-

-

The company had no employees, other than directors, in the current period. No director

was remunerated through the company, all directors were remunerated for their services

by associated group companies.

3.

TAXATION

Analysis of the tax charge

The tax charge on the profit on ordinary activities for the year was as follows:

Period

15/4/14

Year ended

to

31/3/16

31/3/15

£

£

Current tax:

UK corporation tax

-

8,203

Tax on profit on ordinary activities

-

8,203

4.

DIVIDENDS

Period

15/4/14

Year ended

to

31/3/16

31/3/15

£

£

Ordinary shares of £1 each

Interim

200,000

200,000

5.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

Listed

Unlisted

undertakings

venture

investments

investments

Totals

£

£

£

£

£

COST OR VALUATION

At 1 April 2015

6,781,380

10,013,400

2,357,376

137,197

19,289,353

Additions

-

-

7,742,837

-

7,742,837

Disposals

(6,781,297

)

-

(1,015,951

)

-

(7,797,248

)

Revaluations

-

-

(423,781

)

-

(423,781

)

Reclassification/transfer

-

-

137,197

(137,197

)

-

At 31 March 2016

83

10,013,400

8,797,678

-

18,811,161

NET BOOK VALUE

At 31 March 2016

83

10,013,400

8,797,678

-

18,811,161

At 31 March 2015

6,781,380

10,013,400

2,357,376

137,197

19,289,353

Cost or valuation at 31 March 2016 is represented by:

Shares in

Interest

group

in joint

Listed

undertakings

venture

investments

Totals

£

£

£

£

Valuation in 2015

-

-

124,631

124,631

Valuation in 2016

-

-

(423,781

)

(423,781

)

Cost

83

10,013,400

9,096,828

19,110,311

83

10,013,400

8,797,678

18,811,161

The company's investments at the Balance Sheet date in the share capital of companies

include the following:

Subsidiary

Norton Securities Limited

Nature of business: Investment holding company

%

Class of shares:

holding

Ordinary

100.00

2016

2015

£

£

Aggregate capital and reserves

83

6,785,825

(Loss)/profit for the year/period

(4,362

)

217,808

At 31 March 2015 the company indirectly held 5.9% of the ordinary shares of McKay

Securities PLC through its subsidiary undertaking. In April 2015, this shareholding was

transferred to Brompton 35 Limited.

Joint venture

Farringdon Property Trust Limited

Nature of business: Investment holding company

%

Class of shares:

holding

Ordinary

50.00

Growth

50.00

2016

2015

£

£

Aggregate capital and reserves

35,071,046

35,105,981

(Loss)/profit for the year/period

(34,935

)

129,374

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Amounts owed by group undertakings

199,791

-

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2016

2015

£

£

Trade creditors

-

914

Amounts owed to group undertakings

-

2,100

Taxation and social security

-

8,203

Other creditors

8,206

8,207

8,206

19,424

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2016

2015

value:

£

£

500

Ordinary

£1

500

500

36,000

Growth

£1

36,000

36,000

36,500

36,500

9.

RESERVES

Profit

Merger

and loss

Share

Revaluation

relief

account

premium

reserve

reserve

Totals

£

£

£

£

£

At 1 April 2015

30,086

12,527,387

826,292

6,067,929

19,451,694

Profit for the year

409,124

409,124

Dividends

(200,000

)

(200,000

)

Revaluations

701,661

-

(1,125,442

)

-

(423,781

)

At 31 March 2016

940,871

12,527,387

(299,150

)

6,067,929

19,237,037

10.	CONTINGENT LIABILITIES

On 10th November 2014, a legal charge was created over the company's entire share

capital (500 ordinary shares and 36,000 growth shares) to secure a bank loan facility for

Farringdon Property Trust Limited. The total amount outstanding at the 31st March 2016

was £13,341,582 (2015: £5,301,143.)

11.	RELATED PARTY DISCLOSURES

Farringdon Property Trust Limited

Joint venture

During the year, the company made payments on behalf of Farringdon Property Trust

Limited totalling £201,890 (2015: £2,100). The amount outstanding at the year end is

shown in debtors due within one year.

2016

2015

£

£

Amount due from/(to) related party at the balance sheet date

199,790

(2,100

)