Ringley Limited - Limited company accounts 11.6

REGISTERED NUMBER: 03302438 (England and Wales)

REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2014

FOR

RINGLEY LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Profit and Loss Account

5

Balance Sheet

6

Notes to the Financial Statements

7

DIRECTORS:

M A Bowring

A Chadwick

D Field

M J Richardson

A Pratt

SECRETARIES:

M A Bowring

L Harle

REGISTERED OFFICE:

Ringley House

349 Royal College Street

London

NW1 9QS

REGISTERED NUMBER:

03302438 (England and Wales)

AUDITORS:

Macalvins Limited

Chartered Accountants

and Statutory Auditors

7 St John's Road

Harrow

Middlesex

HA1 2EY

The directors present their report with the financial statements of the company for the year ended 31 March 2014.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of property management, surveying, valuations

and real estate agency.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 April 2013 to the date of this report.

M A Bowring

A Chadwick

D Field

M J Richardson

A Pratt

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, Macalvins Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating

to small companies.

ON BEHALF OF THE BOARD:

M A Bowring - Director

22 December 2014

We have audited the financial statements of Ringley Limited for the year ended 31 March 2014 on pages five 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 April 2008) (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 2014 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.

Mr Prakash Kurup (Senior Statutory Auditor)

for and on behalf of Macalvins Limited

Chartered Accountants

and Statutory Auditors

7 St John's Road

Harrow

Middlesex

HA1 2EY

22 December 2014

TURNOVER

1,717,601

1,610,296

Cost of sales

59,994

40,958

GROSS PROFIT

1,657,607

1,569,338

Administrative expenses

1,721,679

1,538,891

(64,072

)

30,447

Other operating income

112,983

109,997

OPERATING PROFIT

2

48,911

140,444

Interest receivable and similar income

568

92

49,479

140,536

Interest payable and similar charges

29,830

21,554

PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION

19,649

118,982

Tax on profit on ordinary activities

4

10,290

21,780

PROFIT FOR THE FINANCIAL YEAR

9,359

97,202

FIXED ASSETS

Tangible assets

5

1,351,112

1,391,329

Investments

6

45,060

45,000

1,396,172

1,436,329

CURRENT ASSETS

Debtors

7

297,088

202,683

Cash at bank and in hand

995

1,166

298,083

203,849

CREDITORS

Amounts falling due within one year

8

565,256

431,610

NET CURRENT LIABILITIES

(267,173

)

(227,761

)

TOTAL ASSETS LESS CURRENT LIABILITIES

1,128,999

1,208,568

CREDITORS

Amounts falling due after more than one year

9

(821,447

)

(905,036

)

PROVISIONS FOR LIABILITIES

10

(21,298

)

(26,637

)

NET ASSETS

286,254

276,895

CAPITAL AND RESERVES

Called up share capital

11

100,000

100,000

Revaluation reserve

12

257,861

257,861

Profit and loss account

12

(71,607

)

(80,966

)

SHAREHOLDERS' FUNDS

286,254

276,895

The financial statements have been prepared in accordance with the special provisions of Part 15 of the Companies Act 2006 relating to small companies and with the Financial Reporting Standard for Smaller Entities (effective April 2008).

The financial statements were approved by the Board of Directors on 22 December 2014 and were signed on its behalf by:

M A Bowring - Director

1.	ACCOUNTING POLICIES

Accounting convention

The financial statements have been prepared under the historical cost convention and in accordance with the

Financial Reporting Standard for Smaller Entities (effective April 2008).

Turnover

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

from the provision of services falling within the company's ordinary activities.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Long leasehold

-

Straight line over the life of the lease

Fixtures and fittings

-

25% reducing balance

Motor vehicles

-

25% reducing balance

Computer equipment

-

25% reducing balance

Freehold investment property is not depreciated but revalued every five year with the surplus or deficit on book

value being transferred to the revaluation reserve, unless a deficit (or its reversal) is expected to be permanent, in

which case it is charged (or credited) to the profit and loss account. On disposal of a revalued asset, any related

balance in the revaluation reserve is transferred to the profit and loss account as a movement on reserve.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance

sheet date.

Investments

Fixed assets investments are stated at cost less provision for permanent diminution in value.

Group accounts

The company is entitled to the exemption under Section 398 of the Companies Act 2006 from the obligation to

prepare group accounts.

2.	OPERATING PROFIT

The operating profit is stated after charging:

31.3.14

31.3.13

£

£

Depreciation - owned assets

51,130

61,387

Directors' remuneration and other benefits etc

57,179

55,530

3.	AUDITORS' REMUNERATION

31.3.14

31.3.13

£

£

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

4,000

4,000

In common with many other businesses of our size and nature we use our auditors to prepare and submit returns

to the tax authorities and assist with the preparation of the financial statements.

4.

TAXATION

Analysis of the tax charge

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

31.3.14

31.3.13

£

£

Current tax:

UK corporation tax

14,448

30,384

CT Prior year adjustment

1,181

-

Total current tax

15,629

30,384

Deferred tax

(5,339

)

(8,604

)

Tax on profit on ordinary activities

10,290

21,780

5.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

Long

and

property

leasehold

fittings

£

£

£

COST

At 1 April 2013

1,100,000

236,120

131,778

Additions

-

-

1,437

At 31 March 2014

1,100,000

236,120

133,215

DEPRECIATION

At 1 April 2013

-

100,617

126,009

Charge for year

-

9,444

1,802

At 31 March 2014

-

110,061

127,811

NET BOOK VALUE

At 31 March 2014

1,100,000

126,059

5,404

At 31 March 2013

1,100,000

135,503

5,769

Motor

Computer

vehicles

equipment

Totals

£

£

£

COST

At 1 April 2013

9,535

444,071

1,921,504

Additions

-

9,476

10,913

At 31 March 2014

9,535

453,547

1,932,417

DEPRECIATION

At 1 April 2013

4,172

299,377

530,175

Charge for year

1,341

38,543

51,130

At 31 March 2014

5,513

337,920

581,305

NET BOOK VALUE

At 31 March 2014

4,022

115,627

1,351,112

At 31 March 2013

5,363

144,694

1,391,329

The freehold investment property revalued on 15 September 2011 at £1,100,000 by Mr A Chadwick,

Chartered Surveyor who is one of the directors of the company. The valuation was undertaken on the basis

of Existing Use Value and in accordance with the Appraisal and Valuation Manual issued by the Royal

Institution of Chartered Surveyors.

6.	FIXED ASSET INVESTMENTS

Shares in

group

undertakings

£

COST

At 1 April 2013

45,000

Additions

60

At 31 March 2014

45,060

NET BOOK VALUE

At 31 March 2014

45,060

At 31 March 2013

45,000

The company's investments at the balance sheet date in the share capital of companies include the following:

Ringley Agency Limited

Country of incorporation: England and Wales

Nature of business: Estate agency

%

Class of shares:

holding

Ordinary

100.00

31.3.14

31.3.13

£

£

Aggregate capital and reserves

2,444

(931

)

Profit for the year

3,375

33,784

Ringley Group Limited

Country of incorporation: England

Nature of business: Management services

%

Class of shares:

holding

Ordinary

60.00

31.3.14

£

Aggregate capital and reserves

100

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.14

31.3.13

£

£

Trade debtors

137,286

97,663

Amounts owed by related party

113,138

94,071

Other debtors

-

3,269

Prepayments and accrued income

46,664

7,680

297,088

202,683

Amount owed by related party comprises a balance owed by Ringley Legal Services LLP. Further details

are provided in Note 13.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

31.3.14

31.3.13

£

£

Bank loans and overdrafts

233,593

181,816

Trade creditors

63,586

48,759

Amounts owed to group companies

120,871

34,804

Tax

14,448

30,384

Social security and other taxes

34,161

15,436

VAT

37,147

66,096

Wages and salaries control acc

3,748

1,852

Other creditors

30,969

29,642

Directors' current accounts

843

843

Accruals and deferred income

25,890

21,978

565,256

431,610

Amounts owed to group companies comprise balances owed to Ringley Agency Limited and Ringley Group

Limited. Further details are provided in Note 13.

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

31.3.14

31.3.13

£

£

Bank loans more 5 yr by instal

526,447

610,036

Directors loan more than 5 yr

295,000

295,000

821,447

905,036

31.3.14

31.3.13

£

£

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

526,447

610,036

Directors loan more than 5 yr

295,000

295,000

821,447

905,036

Bank loans and overdrafts aggregating to £781,136 (2013: £791,852) are secured by legal charges over the

company's freehold and leasehold properties.

10.	PROVISIONS FOR LIABILITIES

31.3.14

31.3.13

£

£

Deferred tax

Accelerated capital allowances

21,298

26,637

Deferred

tax

£

Balance at 1 April 2013

26,637

Provided during year

(5,339

)

Balance at 31 March 2014

21,298

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

31.3.14

31.3.13

value:

£

£

100,000

Ordinary

£1

100,000

100,000

12.

RESERVES

Profit

and loss

Revaluation

account

reserve

Totals

£

£

£

At 1 April 2013

(80,966

)

257,861

176,895

Profit for the year

9,359

9,359

At 31 March 2014

(71,607

)

257,861

186,254

13.	RELATED PARTY DISCLOSURES

During the year the company paid rent of £60,000 (2013: £60,000) of which £22,900 was outstanding at the year

end. During the year the company paid remuneration of £17,179 (2013:15,530) to Ms M A Bowring.

The Company has received a loan from Ms M A Bowring. The loan is interest free and repayable after 5 years.

As at 31 March 2014 the company owed £295,000 to Ms Bowring (2013: £295,000).

During the year company paid remuneration of £40,000 (2013: £40,000) to director, Mr D Field.

During the year Ringely Agency Limited recharged costs of £Nil (2013: £30,000) expended on behalf of Ringely

Limited. As at 31 March 2014 Ringley Limited owed £44,020 to Ringley Agency Limited (2013: £34,804). This

loan is interest free with no fixed repayment terms.

As at 31 March 2014 Ringley Agency Limited was a wholly owned subsidiary of Ringley Limited.

During the year Ringley Group Limited recharged overheads of £507,305 to Ringley Limited. As at 31 March

2014 Ringley Limited owed £76,851 to Ringley Group Limited. This loan is interest free and with no fixed

repayment terms.

As at 31 March 2014 Ringley Group Limited was a 60% subsidiary of Ringley Limited

The company funded the IT platform costs and other overheads on behalf of Ringley Legal Services LLP. During

the year the company charged £Nil (2013 : £28,554) in respect of its share of LLP's profits and rent of £15,000

(2013: £16,667). As at 31 March 2014 Ringley Legal Services LLP owed £113,138 to Ringley Limited (2013:

£94,071). This loan is interest free with no fixed repayment terms. The director, M A Bowring has provided

personal guarantee in respect of the debt owed by Ringley Legal Services LLP.

Ringley Limited and Ringely Legal Services LLP are controlled by Ms M A Bowring.

Ringley Limited has provided a guarantee to Barclays Bank plc in respect of the debts due to the bank by

Ringley Agency Limited, Ringley Legal Services LLP, Ringley Group Limited and Ringley Site Staff Limited.

The aggregate amount of debt due to Barclays bank is £50,000.

14.	ULTIMATE CONTROLLING PARTY

The company is controlled by the director, Ms M A Bowring by virtue of holding 99.98% of the issued share

capital of the company.

15.	GOING CONCERN

Current liabilities exceed current assets at the balance sheet date. The directors consider, however, that the

company has sufficient liquid assets to meet its liabilities as and when they fall due, and that the company has

sufficient support from its creditors. The directors have pledged to continue their support to the company and are

confident that continous support will be available from other creditors of the company. Accordingly the directors

consider that it is appropriate to prepare the accounts on a going concern basis.

16.	EXEMPTION FROM PREPARING CONSOLIDATED FINANCIAL STATEMENTS

The financial statements contain information of Ringley Limited as an individual company and do not contain

consolidated financial information as the parent of a group.

The company is exempt under section 398 of the Companies Act 2006 from the requirements to prepare

consolidated financial statements