The_Square_Bermondsey_Lim - Accounts


The Square Bermondsey Limited
Annual Report and Financial Statements
For the year ended 31 October 2017
Company Registration No. 09246776 (England and Wales)
The Square Bermondsey Limited
Company Information
Directors
TMF1 Limited
M Harrison-Gray
Company number
09246776
Registered office
201 Bishopsgate
London
United Kingdom
EC2M 3BN
Auditor
Kingston Smith LLP
Devonshire House
60 Goswell Road
London
EC1M 7AD
Solicitors
Gowling WLG LLP
4 More London Riverside
London
SE1 2AU
The Square Bermondsey Limited
Directors' Report
For the year ended 31 October 2017
Page 1

The directors present their annual report and financial statements for the year ended 31 October 2017.

Principal activities

The principal activity of the company continued to be that of real estate management. The company holds investment property in Bermondsey.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

TMF1 Limited
F J Hurley
(Resigned 14 June 2017)
M Harrison-Gray
(Appointed 14 June 2017)
Auditor

The auditor, Kingston Smith LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

On behalf of the board
TMF1 Limited
M Harrison-Gray
Director
Director
31 July 2018
31 July 2018
The Square Bermondsey Limited
Directors' Responsibilities Statement
For the year ended 31 October 2017
Page 2

The directors are responsible for preparing the annual report 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.

The Square Bermondsey Limited
Independent Auditor's Report
To the Member of The Square Bermondsey Limited
Page 3
Opinion

We have audited the financial statements of The Square Bermondsey Limited (the 'company') for the year ended 31 October 2017 which comprise the Profit And Loss Account, the Balance Sheet and notes to the financial statements, 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 FRS 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 company's affairs as at 31 October 2017 and of its 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’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.

Conclusions relating to going concern

We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where:

  • the directors' use of the going concern basis of accounting in the preparation of the financial statements is not appropriate; or

  • the directors have not disclosed in the financial statements any identified material uncertainties that may cast significant doubt about the company’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the financial statements are authorised for issue.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

 

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

The Square Bermondsey Limited
Independent Auditor's Report (Continued)
To the Member of The Square Bermondsey Limited
Page 4

Opinions on other matters 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 Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

  • the Directors' Report has 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report.

 

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 in preparing the Directors' Report and take advantage of the small companies exemption from the requirement to prepare a Strategic Report.

Responsibilities of directors

As explained more fully in the Directors' Responsibilities Statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor's 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 auditor’s 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 financial statements.

The Square Bermondsey Limited
Independent Auditor's Report (Continued)
To the Member of The Square Bermondsey Limited
Page 5

As part of an audit in accordance with ISAs (UK) we exercise professional judgement and maintain professional scepticism throughout the audit. We also:

  • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

  • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control.

  • Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

  • Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern.

  • Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

 

We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

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 for no purpose other than to draw to the attention of the company’s members those matters we are required to include in an auditor's report addressed to them. To the fullest extent permitted by law, we do not accept or assume responsibility to any party other than the company and the company’s members as a body, for our work, for this report, or for the opinions we have formed.

Matthew Meadows (Senior Statutory Auditor)
for and on behalf of Kingston Smith LLP
31 July 2018
Chartered Accountants
Statutory Auditor
Devonshire House
60 Goswell Road
London
EC1M 7AD
The Square Bermondsey Limited
Profit and loss account
For the year ended 31 October 2017
Page 6
2017
2016
£
£
Turnover
20,350
19,890
Administrative expenses
(14,821)
(14,419)
Operating profit
5,529
5,471
Gain on revaluation of investment property
-
50,500
Profit before taxation
5,529
55,971
Taxation
2
(1,073)
(10,184)
Profit for the financial year
4,456
45,787

All amounts relate to continuing operations. There are no other items of other comprehensive income other than the profit for the year.

The Square Bermondsey Limited
Balance Sheet
As at 31 October 2017
Page 7
2017
2016
Notes
£
£
£
£
Fixed assets
Investment properties
3
500,000
500,000
Current assets
Debtors
4
1,532
815
Creditors: amounts falling due within one year
5
(489,406)
(493,145)
Net current liabilities
(487,874)
(492,330)
Total assets less current liabilities
12,126
7,670
Capital and reserves
Called up share capital
6
1
1
Profit and loss reserves
12,125
7,669
Total equity
12,126
7,670

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies' regime.

The financial statements were approved by the board of directors and authorised for issue on 31 July 2018 and are signed on its behalf by:
TMF1 Limited
M Harrison-Gray
Director
Director
Company Registration No. 09246776
The Square Bermondsey Limited
Notes to the Financial Statements
For the year ended 31 October 2017
Page 8
1
Accounting policies
Company information

The Square Bermondsey Limited is a private company limited by shares incorporated in England and Wales. The registered office is 201 Bishopsgate, London, United Kingdom, EC2M 3BN.

1.1
Accounting convention

These financial statements have been prepared in accordance with Section 1A of FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest pound.

The financial statements have been prepared under the historical cost convention, modified to include investment properties at fair value. The principal accounting policies adopted are set out below.

1.2
Turnover

Turnover represents amounts receivable for ground rents arising on the freehold title held by the company.

1.3
Investment properties

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. The surplus or deficit on revaluation is recognised in the profit and loss account.

1.4
Financial instruments

The company only has basic financial instruments measured at amortised cost, with no financial instruments classified as 'other' or basic instruments at fair value.

1.5
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of direct issue costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.6
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

The Square Bermondsey Limited
Notes to the Financial Statements (Continued)
For the year ended 31 October 2017
1
Accounting policies
(Continued)
Page 9
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

2
Taxation
2017
2016
£
£
Current tax
UK corporation tax on profits for the current period
1,073
1,094
Deferred tax
Origination and reversal of timing differences
-
9,090
Total tax charge
1,073
10,184
3
Investment property
2017
£
Fair value
At 1 November 2016 and 31 October 2017
500,000

Investment properties have been valued as at 30 October 2017 by CBRE Limited, Chartered Surveyors, in accordance with the Valuation Manual issued by the Royal Institution of Chartered Surveyors at £500,000 (2016: £500,000). The historical cost of the investment property is £500,000. The valuation was made on an open market value basis by reference to market evidence of transaction prices for similar properties.

4
Debtors
2017
2016
Amounts falling due within one year:
£
£
Trade debtors
1,532
815
The Square Bermondsey Limited
Notes to the Financial Statements (Continued)
For the year ended 31 October 2017
Page 10
5
Creditors: amounts falling due within one year
2017
2016
£
£
Trade creditors
557
-
Amounts due to group undertakings
467,729
477,422
Corporation tax
1,073
1,094
Other creditors
20,047
14,629
489,406
493,145

Amounts due to group undertakings are non-interest bearing and repayable on demand from the lender.

6
Called up share capital
2017
2016
£
£
Ordinary share capital
Issued and fully paid
1 Ordinary share of £1
1
1
7
Parent company

The Company's parent and ultimate controlling party is British Oversea Bank Nominees Limited and WGTC Nominees Limited acting on behalf of and solely in their capacity as nominees for National Westminster Bank PLC acting as depositary of the Henderson UK Property PAIF.

 

The only group in which the results of the Company are consolidated is that headed by the ultimate controlling party. These consolidated financial statements are not available to the public.

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