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Registered number: 10070831
WBHO UK LIMITED
AUDITED
DIRECTORS' REPORT AND
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
30 JUNE 2017
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WBHO UK LIMITED
COMPANY INFORMATION
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P Foley (appointed 28 November 2016)
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C V Henwood (appointed 18 March 2016)
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A C Logan (appointed 18 March 2016)
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C A Jessop (appointed 18 March 2016, resigned 28 November 2016)
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Chartered Accountants & Statutory Auditors
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WBHO UK LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Income and Retained Earnings
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Notes to the Financial Statements
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WBHO UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2017
The directors present their report and the financial statements for the period ended 30 June 2017.
Directors' responsibilities statement
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The directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.
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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:
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∙select suitable accounting policies and then apply them consistently;
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∙make judgments and accounting estimates that are reasonable and prudent;
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∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.
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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.
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The principal activity of the company during the period is that of a holding company. The company is newly trading in the period from it's incorporation date of 18 March 2016.
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The loss for the period, after taxation, amounted to £63,944.
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The directors who served during the period were:
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P Foley (appointed 28 November 2016)
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C V Henwood (appointed 18 March 2016)
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A C Logan (appointed 18 March 2016)
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C A Jessop (resigned 18 March 2016)
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The loss for the period, after taxation, amounted to £63,944.
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Page 1
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WBHO UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2017
Disclosure of information to auditors
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Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
∙so far as that director is aware, there is no relevant audit information of which the Company's auditors are unaware; and
∙that director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
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The auditors, Wellden Turnbull Ltd, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
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This report was approved by the board on 22 February 2018 and signed on its behalf.
Page 2
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WBHO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF WBHO UK LIMITED
We have audited the financial statements of WBHO UK Limited for the period ended 30 June 2017, set out on pages 5 to 10. The relevant financial reporting framework that has been applied in their preparation is applicable law and the 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 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.
Respective responsibilities of Directors and Auditors
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As explained more fully in the Directors' Responsibilities Statement 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. 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 Financial Reporting Council's Ethical Standards for Auditors.
Scope of the audit of the financial statements
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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 Directors' Report 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
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In our opinion the financial statements:
∙give a true and fair view of the state of the Company's affairs as at 30 June 2017 and of its loss for the period 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
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In our opinion, based on the work undertaken in the course of the audit, the information given in the Directors' Report for the financial period for which the financial statements are prepared is consistent with those financial statements and this report has been prepared in accordance with applicable legal requirements.
In the light of our knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.
Page 3
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WBHO UK LIMITED
INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF WBHO UK LIMITED (CONTINUED)
Matters on which we are required to report by exception
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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 take advantage of the small companies' exemption from the requirement to prepare a Strategic Report.
Robin John FCA CTA (Senior Statutory Auditor)
for and on behalf of
Wellden Turnbull Ltd
Chartered Accountants
Statutory Auditors
Munro House
Portsmouth Road
Cobham
Surrey
KT11 1PP
23 February 2018
Page 4
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WBHO UK LIMITED
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 30 JUNE 2017
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15 month period to 30 June 2017
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Retained earnings at the end of the period
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The notes on pages 7 to 10 form part of these financial statements.
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Page 5
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WBHO UK LIMITED
REGISTERED NUMBER: 10070831
BALANCE SHEET
AS AT 30 JUNE 2017
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Net current (liabilities)/assets
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Total assets less current liabilities
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The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with the provisions of FRS 102 Section 1A - small entities.
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 7 to 10 form part of these financial statements.
Page 6
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WBHO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2017
The WBHO UK Ltd is a private company, limited by shares, and incorporated in England and Wales, registered number 10070831. The registered office is Munro House, Portsmouth Road, Cobham, Surrey, KT11 1PP.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006. There were no material departures from that standard..
The financial statements are presented in sterling which is the functional currency of the company and rounded to the nearest £.
The following principal accounting policies have been applied:
The company is dependent upon funds from its parent company WBHO Construction (Pty) Limited to meet its liabilities as they fall due. The parent has indicated the intention to continue to financially support the company for the foreseeable future. The directors therefore considers that the financial statements should be prepared on a going concern basis.
Investments in subsidiaries and associates are measured at cost less accumulated impairment.
The Company assesses investments for impairment whenever events or changes in circumstances indicate that the carrying value of an investment may not be recoverable. If any such indication of impairment exists, the Company makes an estimate of the recoverable amount. If the recoverable amount of the cash-generating unit is less than the value of the investment, the investment is considered to be impaired and is written down to its recoverable amount. An impairment loss is recognised immediately in the profit and loss account.
Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each balance sheet date. Gains and losses on remeasurement are recognised in the Statement of Income and Retained Earnings for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.
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.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other
Page 7
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WBHO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2017
2.Accounting policies (continued)
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Financial instruments (continued)
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third parties, loans to related parties and investments in non-puttable ordinary shares.
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.
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The average monthly number of employees, including the directors, during the period was as follows:
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Employees including directors
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The directors are remunerated by the parent company.
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Investments in subsidiary companies
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Investments in associates
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Page 8
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WBHO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2017
4.Fixed asset investments (continued)
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The following were subsidiary undertakings of the Company:
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WBHO Construction UK Limited
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On the 12 July 2017, post the period end, the company acquired an additional 20% holding in WBHO Construction UK Limited thus making it a 100% owned subsidiary.
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Debtors: Amounts falling due within one year
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Amounts owed by group undertakings
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The loans to subsidiary undertakings are interest free and repayable on demand.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Accruals and deferred income
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The loan from parent company is interest free and repayable on demand.
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Shares classified as equity
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Allotted, called up and fully paid
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100 Ordinary shares of £1 each
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During the period the company issued 100 ordinary shares of £1 each.
Page 9
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WBHO UK LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2017
Profit and loss account
The profit and loss account represents cumulative profits and losses net of all adjustments.
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Related party transactions
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During the period WBHO Construction (Pty) Limited, the parent undertaking, provided loans to the company. At the balance sheet date the company owed £15,194,155 to WBHO Construction (Pty) Limited. The loan is interest free and repayable on demand.
During the period WBHO UK Limited provided loans to Quanta Homes 2 Limited, a subsidiary. At the balance sheet date the company was owed £76,752 from Quanta Homes 2 Limited. The loan is interest free and repayable on demand.
During the period WBHO UK Limited provided loans to Quanta Homes 3 Limited, a subsidiary. At the balance sheet date the company was owed £206,410 from Quanta Homes 3 Limited. The loan is interest free and repayable on demand.
During the period WBHO UK Limited provided loans to WBHO UK Construction Limited, a subsidiary. At the balance sheet date the company was owed £37,913 from WBHO UK Construction Limited. The loan is interest free and repayable on demand.
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The company's ultimate parent undertaking is Wilson Bayly Holmes-Ovcon Limited a company incorporated in South Africa and registered address and place of business is 53 Andries Street, Wynberg, Sandton, 2090 PO Box 531, Bergvlei, 2012.
Page 10
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