Brompton 35 Limited - Limited company accounts 17.3

REGISTERED NUMBER: 08998796 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 March 2017

for

BROMPTON 35 LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

6

Other Comprehensive Income

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Reconciliation of Equity

13

Reconciliation of Profit

15

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 2017.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2016 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;

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

21 December 2017

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

31 March 2017 on pages six to fifteen. 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 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 2017 and of its loss for the year then ended;

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

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

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 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 company

and its environment, we have not identified any material misstatements in 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, 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

21 December 2017

TURNOVER

-

-

Administrative expenses

(43,147

)

(127,142

)

OPERATING PROFIT

43,147

127,142

Income from fixed asset investments

278,624

277,195

Interest receivable and similar income

13,765

4,787

292,389

281,982

335,536

409,124

Gain/loss on revaluation of investments

(639,057

)

(423,781

)

LOSS BEFORE TAXATION

(303,521

)

(14,657

)

Tax on loss

5,465

-

LOSS FOR THE FINANCIAL YEAR

(308,986

)

(14,657

)

LOSS FOR THE YEAR

(308,986

)

(14,657

)

OTHER COMPREHENSIVE INCOME

Gain on revaluation of JV

9,486,601

-

Income tax relating to other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

9,486,601

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

9,177,615

(14,657

)

FIXED ASSETS

Investments

4

27,580,592

18,811,161

CURRENT ASSETS

Debtors

5

241,191

199,791

Cash at bank

342,374

270,791

583,565

470,582

CREDITORS

Amounts falling due within one year

6

13,005

8,206

NET CURRENT ASSETS

570,560

462,376

TOTAL ASSETS LESS CURRENT LIABILITIES

28,151,152

19,273,537

CAPITAL AND RESERVES

Called up share capital

36,500

36,500

Share premium

12,527,387

12,527,387

Merger relief reserve

6,067,929

6,067,929

Fair value reserve

7

8,548,393

(299,150

)

Retained earnings

970,943

940,871

SHAREHOLDERS' FUNDS

28,151,152

19,273,537

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 21 December 2017 and were signed on its behalf by:

H G Waters - Director

Called up

share

Retained

Share

capital

earnings

premium

£

£

£

Balance at 1 April 2015

36,500

30,086

12,527,387

Changes in equity

Dividends

-

(200,000

)

-

Total comprehensive income

-

1,110,785

-

Balance at 31 March 2016

36,500

940,871

12,527,387

Changes in equity

Dividends

-

(300,000

)

-

Total comprehensive income

-

330,072

-

Balance at 31 March 2017

36,500

970,943

12,527,387

Merger

Fair

relief

value

Total

reserve

reserve

equity

£

£

£

Balance at 1 April 2015

6,067,929

826,292

19,488,194

Changes in equity

Dividends

-

-

(200,000

)

Total comprehensive income

-

(1,125,442

)

(14,657

)

Balance at 31 March 2016

6,067,929

(299,150

)

19,273,537

Changes in equity

Dividends

-

-

(300,000

)

Total comprehensive income

-

8,847,543

9,177,615

Balance at 31 March 2017

6,067,929

8,548,393

28,151,152

1.	STATUTORY INFORMATION

Brompton 35 Limited is a private company, limited by shares , registered in England and

Wales. The company's registered number and registered office address can be found on

the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of 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 as modified by the revaluation of certain assets.

Related party exemption

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

Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of

Ireland', not to disclose related party transactions with wholly owned subsidiaries within

the group.

Investments in subsidiaries

Investments in subsidiaries and joint ventures are held at fair value, with movements

taken through other comprehensive income. A subsequent transfer is made for fair value

adjustments from retained earnings to the fair value reserve.

Financial instruments

Financial assets investments are measured at fair value through profit or loss, with a

transfer of movement from the profit and loss account to the fair value movement

reserve.

Taxation

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

Income Statement, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that

have been enacted or substantively enacted by the balance sheet date.

Deferred tax

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

not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in

periods different from those in which they are recognised in financial statements.

Deferred tax is measured using tax rates and laws that have been enacted or

substantively enacted by the year end and that are expected to apply to the reversal of

the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent

that it is probable that they will be recovered against the reversal of deferred tax

liabilities or other future taxable profits.

3.	AUDITORS' REMUNERATION

2017

2016

£

£

Fees payable to the company's auditors for the audit of the company's financial statements

4,200

4,200

Auditors' remuneration for non audit work

1,500

1,050

4.	FIXED ASSET INVESTMENTS

Shares in

Interest

group

in joint

Other

undertakings

venture

investments

Totals

£

£

£

£

COST OR VALUATION

At 1 April 2016

83

10,013,400

8,797,678

18,811,161

Additions

-

-

136,675

136,675

Disposals

-

-

(214,787

)

(214,787

)

Revaluations

-

9,486,600

(639,057

)

8,847,543

At 31 March 2017

83

19,500,000

8,080,509

27,580,592

NET BOOK VALUE

At 31 March 2017

83

19,500,000

8,080,509

27,580,592

At 31 March 2016

83

10,013,400

8,797,678

18,811,161

Cost or valuation at 31 March 2017 is represented by:

Shares in

Interest

group

in joint

Other

undertakings

venture

investments

Totals

£

£

£

£

Valuation in 2015

-

-

124,631

124,631

Valuation in 2016

-

-

(423,781

)

(423,781

)

Valuation in 2017

-

9,486,600

(633,057

)

8,853,543

Cost

83

10,013,400

9,012,716

19,026,199

83

19,500,000

8,080,509

27,580,592

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Amounts owed by group undertakings

241,191

199,791

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2017

2016

£

£

Taxation and social security

4,800

-

Other creditors

8,205

8,206

13,005

8,206

7.

RESERVES

Fair

value

reserve

£

At 1 April 2016

(299,150

)

Fair value movements

8,847,543

At 31 March 2017

8,548,393

8.	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 2017

was £25,588,644 (2016: £13,341,582).

FIXED ASSETS

Investments

19,289,353

-

19,289,353

CURRENT ASSETS

Cash at bank

218,265

-

218,265

CREDITORS

Amounts falling due within one year

(19,424

)

-

(19,424

)

NET CURRENT ASSETS

198,841

-

198,841

TOTAL ASSETS LESS CURRENT LIABILITIES

19,488,194

-

19,488,194

NET ASSETS

19,488,194

-

19,488,194

CAPITAL AND RESERVES

Called up share capital

36,500

-

36,500

Share premium

12,527,387

-

12,527,387

Revaluation reserve

826,292

(826,292

)

-

Merger relief reserve

6,067,929

-

6,067,929

Fair value reserve

-

826,292

826,292

Retained earnings

30,086

-

30,086

SHAREHOLDERS' FUNDS

19,488,194

-

19,488,194

FIXED ASSETS

Investments

18,811,161

-

18,811,161

CURRENT ASSETS

Debtors

199,791

-

199,791

Cash at bank

270,791

-

270,791

470,582

-

470,582

CREDITORS

Amounts falling due within one year

(8,206

)

-

(8,206

)

NET CURRENT ASSETS

462,376

-

462,376

TOTAL ASSETS LESS CURRENT LIABILITIES

19,273,537

-

19,273,537

NET ASSETS

19,273,537

-

19,273,537

CAPITAL AND RESERVES

Called up share capital

36,500

-

36,500

Share premium

12,527,387

-

12,527,387

Revaluation reserve

(299,150

)

299,150

-

Merger relief reserve

6,067,929

-

6,067,929

Fair value reserve

-

(299,150

)

(299,150

)

Retained earnings

940,871

-

940,871

SHAREHOLDERS' FUNDS

19,273,537

-

19,273,537

TURNOVER

-

-

-

Administrative expenses

127,142

-

127,142

OPERATING PROFIT

127,142

-

127,142

Income from fixed asset investments

277,195

-

277,195

Interest receivable and similar income

4,787

-

4,787

Gain/loss on revaluation of investments

-

(423,781

)

(423,781

)

PROFIT/(LOSS) BEFORE TAXATION

409,124

(423,781

)

(14,657

)

Tax on profit/(loss)

-

-

-

PROFIT/(LOSS) FOR THE FINANCIAL YEAR

409,124

(423,781

)

(14,657

)