Helium Miracle 100 Limited - Limited company accounts 16.3

REGISTERED NUMBER: 07148040 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2016

FOR

HELIUM MIRACLE 100 LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

3

Report of the Independent Auditors

5

Consolidated Income Statement

7

Consolidated Other Comprehensive Income

8

Consolidated Balance Sheet

9

Company Balance Sheet

10

Consolidated Statement of Changes in Equity

11

Company Statement of Changes in Equity

12

Consolidated Cash Flow Statement

13

Notes to the Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

Reconciliation of Equity

21

Reconciliation of Loss

23

Directors:

Mr D J Baybutt

Mr C J Baybutt

Mr J Melling

Mrs H Anglesea

Mrs O Cordwell

Mrs R Van Der Lee

Mr M Baybutt

Mr J Smith

Registered office:

Greenbank House

152 Wigan Lane

Wigan

Lancashire

WN1 2LA

Registered number:

07148040 (England and Wales)

Auditors:

NR Barton

19-21 Bridgeman Terrace

Wigan

Lancashire

WN1 1TD

The directors present their strategic report of the company and the group for the year ended 31 December 2016.

Review of business

The group is involved in property development. The results for the year show sales of £10,906,500 (2015 -

£10,235,590) and a pre tax loss of £1,955,234 (2015 - £835,655). Although trading has been difficult as shown by the

losses made, the directors consider that the overall project will generate a profit and with the continued support of the

Baybutt Family Trusts and other related companies expect to achieve this.

The directors are well aware that the business environment remains challenging and will continue to review all aspects of

the business to ensure it can take full advantage of any opportunities as they arise.

Principal risks and uncertainties

The directors have assessed the principal risks and uncertainties facing the company as the ability to sell the remaining

development land and for this land not to deteriorate in value.

Financial risk management objectives and policies

The group always operates within its agreed banking facilities. All income is generated within the UK and all suppliers

are UK based so the company has no requirement to enter into any hedging arrangements relating to its debtors and

creditors.

The group has no significant exposure to interest rate risk on its borrowings with the bank as these are fixed rate terms.

The directors are confident that the current facilities are adequate to allow a planned program of expenditure and do not

believe there is any risk of facilities being withdrawn.

Financial key performance indicators

The group's key performance indicators are:

2016 2015

Turnover £10,906,500 £10,235,590

Operating loss (£1,953,324) (£840,139)

Loss after tax (£1,955,234) (£835,655)

Environmental policy

The group recognises its corporate responsibility to carry out its operations whilst minimising its impact on the

environment. The directors continued aim is to reduce waste wherever possible and comply with all environmental

legislation.

Health and safety

The group is committed to achieving high standards in health and safety management and strives to make its offices and

site a safe environment for both its employees and customers alike.

On behalf of the board:

Mr J Melling - Director

28 September 2017

The directors present their report with the financial statements of the company and the group for the year ended

31 December 2016.

Principal activity

The principal activity of the company during the period under review was that of a dormant Holding Company. The

principal activity of the company's subsidiary Figurehead Homes Limited was a property development company.

Dividends

No dividends will be distributed for the year ended 31 December 2016.

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 January 2016 to the date of this

report.

Mr D J Baybutt

Mr C J Baybutt

Mr J Melling

Mrs H Anglesea

Mrs O Cordwell

Mrs R Van Der Lee

Mr M Baybutt

Mr J Smith

Disclosure in the strategic report

The disclosures in respect of the business review, future developments and the financial risk management, objectives and

policies are included in the Group Strategic Report.

Statement of directors' responsibilities

The directors are responsible for preparing the Group Strategic Report, 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 the group and of the profit or loss of the group 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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the

company and the group 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 the group 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 group'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

group's auditors are aware of that information.

Auditors

The auditors, NR Barton, will be proposed for re-appointment at the forthcoming Annual General Meeting.

On behalf of the board:

Mr J Melling - Director

28 September 2017

We have audited the financial statements of Helium Miracle 100 Limited for the year ended 31 December 2016 on

pages seven to twenty three. The financial reporting framework that has been applied in their preparation is 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'.

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 three, 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 group's and the parent 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 Group Strategic Report and 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 group's and of the parent company's affairs as at 31 December 2016 and of the group's 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.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of our audit, the information given in the Group Strategic

Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent

with the financial statements, and has been prepared in accordance with applicable legal requirements. In the light of the

knowledge and understanding of the group and the parent company and its environment, we have not identified any

material misstatements in the Group Strategic Report or the Report of the Directors.

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 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.

Catherine Rogers BSc FCA (Senior Statutory Auditor)

for and on behalf of NR Barton

19-21 Bridgeman Terrace

Wigan

Lancashire

WN1 1TD

28 September 2017

TURNOVER

10,906,500

10,235,590

Cost of sales

12,731,986

10,963,865

GROSS LOSS

(1,825,486

)

(728,275

)

Distribution costs

(44,793

)

(64,973

)

Administrative expenses

172,630

176,837

127,837

111,864

OPERATING LOSS

4

(1,953,323

)

(840,139

)

Interest receivable and similar income

2,894

4,484

(1,950,429

)

(835,655

)

Interest payable and similar expenses

5

4,804

-

LOSS BEFORE TAXATION

(1,955,233

)

(835,655

)

Tax on loss

6

-

-

LOSS FOR THE FINANCIAL YEAR

(1,955,233

)

(835,655

)

Loss attributable to:

Owners of the parent

(1,955,233

)

(835,655

)

LOSS FOR THE YEAR

(1,955,233

)

(835,655

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(1,955,233

)

(835,655

)

Total comprehensive income attributable to:

Owners of the parent

(1,955,233

)

(835,655

)

CURRENT ASSETS

Stocks

9

20,129,072

30,512,483

Debtors

10

6,326,469

874,211

Cash at bank

110,748

728,113

26,566,289

32,114,807

CREDITORS

Amounts falling due within one year

11

29,332,261

32,925,546

NET CURRENT LIABILITIES

(2,765,972

)

(810,739

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(2,765,972

)

(810,739

)

CAPITAL AND RESERVES

Called up share capital

13

101

101

Retained earnings

14

(2,766,073

)

(810,840

)

SHAREHOLDERS' FUNDS

(2,765,972

)

(810,739

)

The financial statements were approved by the Board of Directors on 28 September 2017 and were signed on its behalf

by:

Mr J Melling - Director

FIXED ASSETS

Investments

8

1

1

CURRENT ASSETS

Debtors

10

100

100

CREDITORS

Amounts falling due within one year

11

1

1

NET CURRENT ASSETS

99

99

TOTAL ASSETS LESS CURRENT LIABILITIES

100

100

CAPITAL AND RESERVES

Called up share capital

13

100

100

SHAREHOLDERS' FUNDS

100

100

Company's profit for the financial year

-

-

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 28 September 2017 and were signed on its behalf by:

Mr J Melling - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2015

101

24,815

24,916

Changes in equity

Total comprehensive income

-

(835,655

)

(835,655

)

Balance at 31 December 2015

101

(810,840

)

(810,739

)

Changes in equity

Total comprehensive income

-

(1,955,233

)

(1,955,233

)

Balance at 31 December 2016

101

(2,766,073

)

(2,765,972

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Changes in equity

Issue of share capital

100

-

100

Balance at 31 December 2015

100

-

100

Changes in equity

Balance at 31 December 2016

100

-

100

Cash flows from operating activities

Cash generated from operations

1

7,886,188

3,272,920

Interest paid

(4,804

)

-

Net cash from operating activities

7,881,384

3,272,920

Cash flows from investing activities

Interest received

2,894

4,484

Net cash from investing activities

2,894

4,484

Cash flows from financing activities

Loan from participating interest in year

130,297

156,559

Loan repayments in year

(3,177,362

)

(3,683,909

)

Loan to participating interests in year

(5,454,578

)

(835,000

)

Net cash from financing activities

(8,501,643

)

(4,362,350

)

Decrease in cash and cash equivalents

(617,365

)

(1,084,946

)

Cash and cash equivalents at beginning of year

2

728,113

1,813,059

Cash and cash equivalents at end of year

2

110,748

728,113

1.	RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.12.16

31.12.15

£

£

Loss before taxation

(1,955,233

)

(835,655

)

Finance costs

4,804

-

Finance income

(2,894

)

(4,484

)

(1,953,323

)

(840,139

)

Decrease in stocks

10,383,411

3,667,045

Decrease in trade and other debtors

2,320

4,040

(Decrease)/increase in trade and other creditors

(546,220

)

441,974

Cash generated from operations

7,886,188

3,272,920

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Consolidated Cash Flow Statement in respect of cash and cash equivalents are in

respect of these Balance Sheet amounts:

Year ended 31 December 2016

31.12.16

1.1.16

£

£

Cash and cash equivalents

110,748

728,113

Year ended 31 December 2015

31.12.15

1.1.15

£

£

Cash and cash equivalents

728,113

1,813,059

1.	STATUTORY INFORMATION

Helium Miracle 100 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 General Information page.

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" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements are presented in Sterling (£).

The group financial statements consolidate the financial statements of Helium Miracle 100 Limited and all its

subsidiary undertakings for the year ended 31 December 2016.

In preparing it's individual financial statements, which are presented alongside the consolidated financial

statements, Helium Miracle 100 Limited has taken advantage of the disclosure exemptions available in respect of

a cash flow statement.

The group meets it's day to day working capital requirements through the support of other related companies and

the Baybutt Family Trusts. The directors have carried out a going concern review for the 12 months from the

date of their approval of these financial statements. On the basis of this review and the continued support of the

Baybutt Family Trusts and other related companies, the directors consider it appropriate to prepare the financial

statements on the going concern basis.

Turnover

Turnover represents the total invoice value. excluding value added tax, of sales made during the year and derives

from the provision of goods falling within the group's ordinary activities. Revenue in respect of the sale of

residential properties is recognised at fair value of the consideration received or receivable on legal completion.

Profit is recognised on legal completion.

Stock and work in progress

Work in progress is valued at the lower of cost and net realizable value.

Cost comprises of land and associated costs, direct materials and subcontract work and other direct costs that

have been incurred in bringing stock to its present location, excluding borrowing costs.

Due to the development being incomplete, the company has included and estimate of costs to complete in respect

of properties disposed of during the year.

In order to better assess net realizable value as at 31 December 2016, the group has differentiated its stock into

two categories.

a) Type 1: land where the construction of homes had commenced in the year.

b) Type 2: land where house build had not yet commenced and could be identifies as a distinct parcel.

Net realizable value for land where construction of homes had commenced (Type 1) was assessed by using

projected selling prices and cost (including sales and marketing expenses), taking into account current market

conditions.

Net realizable value for land where house build had not commenced (Type 2) was assessed by re-appraising the

land using valuations of Type 1 land and assuming an appropriate financial return to reflect the current housing

market conditions and prevailing financing environment.

Work in progress includes the amount of long term contracts at costs incurred after deducting foreseeable losses,

not taking profit until a stage of construction has been reached that enables the eventual outcome to be foreseen

and then only taking profit attributable to the work performed at the balance sheet date.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated 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.

Trade and other creditors

Trade and other creditors are initially recognised at the transaction price and are thereafter stated at amortised

cost using the effective interest method unless the effect of discounting would be immaterial, in which case they

are stated at cost.

3.	EMPLOYEES AND DIRECTORS

31.12.16

31.12.15

£

£

Wages and salaries

149,935

149,633

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

31.12.16

31.12.15

Administration

4

4

The average number of employees by undertakings that are proportionately consolidated during the year was 4 .

31.12.16

31.12.15

£

£

Directors' remuneration

135,000

135,000

4.	OPERATING LOSS

The operating loss is stated after charging:

31.12.16

31.12.15

£

£

Auditors' remuneration

5,000

5,000

5.

INTEREST PAYABLE AND SIMILAR EXPENSES

31.12.16

31.12.15

£

£

Bank interest

4,804

-

6.

TAXATION

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 December 2016 nor for the year ended

31 December 2015.

7.	INDIVIDUAL INCOME STATEMENT

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not

presented as part of these financial statements.

8.	FIXED ASSET INVESTMENTS

Company

Shares in

group

undertakings

£

COST

At 1 January 2016

and 31 December 2016

1

NET BOOK VALUE

At 31 December 2016

1

At 31 December 2015

1

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

following:

Subsidiary

Figurehead Homes Limited

Registered office: Greenbank House, 152 Wigan Lane, Wigan, Lancashire WN1 2LA

Nature of business: Property development

%

Class of shares:

holding

Ordinary

100.00

31.12.16

31.12.15

£

£

Aggregate capital and reserves

(2,766,073

)

(810,839

)

Loss for the year

(1,955,234

)

(835,655

)

9.

STOCKS

Group

31.12.16

31.12.15

£

£

Stocks

20,129,072

30,512,483

These costs relate to the residential development at Cardiff Pointe. Part of the land at Cardiff Pointe, Cardiff

Bay was subject to a fixed charge of which Kier Construction Limited was entitled to, to secure the development

by an associated company Helium Miracle 113 Limited. The charge was satisfied on 4 July 2017. There is a

fixed and floating charge, containing a negative pledge, in favour of National Westminster in respect of the

Cardiff Pointe Development.

10.	DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.16

31.12.15

31.12.16

31.12.15

£

£

£

£

Amounts owed by participating interests

6,289,578

835,000

-

-

Other debtors

100

100

100

100

VAT

20,506

36,591

-

-

Prepayments

16,285

2,520

-

-

6,326,469

874,211

100

100

11.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group

Company

31.12.16

31.12.15

31.12.16

31.12.15

£

£

£

£

Bank loans and overdrafts (see note 12)

-

3,060,862

-

-

Other loans (see note 12)

26,662,708

26,779,208

-

-

Trade creditors

23,996

953,093

-

-

Amounts owed to participating interests

1,904,308

1,774,011

-

-

Other creditors

-

-

1

1

Accrued expenses

741,249

358,372

-

-

29,332,261

32,925,546

1

1

The company has a £3,620,000 term loan facility agreement which is the subject of separately registered charges

by way f a fixed charge on the land and buildings known as phases 1 and 2 Cardiff Pointe.

12.

LOANS

An analysis of the maturity of loans is given below:

Group

31.12.16

31.12.15

£

£

Amounts falling due within one year or on

demand:

Bank loans

-

3,060,862

Other loans

26,662,708

26,779,208

26,662,708

29,840,070

13.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.12.16

31.12.15

value:

£

£

10,000

Ordinary

1p

100

100