SECURED PROPERTY DEVELOPMENTS PLC - Final Results
Announcement provided by
Secured Property Developments plc · SPD03/05/2019 15:00
Annual report and
Consolidated Financial Statements for the Year Ended
for
Company Registration No. 02055395
Contents of the Consolidated Financial Statements for the Year Ended
Page
Company Information 1 Notice of Meeting 2 Chairman’s Statement 3 Strategic Report 4 Report of the Directors 6 Report of the Independent Auditor to the shareholders ofSecured Property Developments plc 8 Consolidated Income Statement 11 Consolidated Balance Sheet 12 Company Balance Sheet 13 Consolidated Statement of Changes in Equity 14 Company Statement of Changes in Equity 15 Consolidated Cash Flow Statement 16 Notes to the Consolidated Financial Statements 17
Company Information
for the Year Ended
DIRECTORS:
J Townsend
R France
R Shane
J Soper
SECRETARY:
I Cobden
REGISTERED OFFICE:
Unit 6
N6 5TR
REGISTERED NUMBER:
02055395 (
AUDITOR:
Lubbock Fine
Chartered Accountants & Statutory Auditors
Paternoster House
65 St. Paul’s Churchyard
SHARE DEALING:
The Company’s Ordinary shares are quoted on the NEX Exchange (formerly the ISDX market) and persons can buy or sell shares through their stockbroker.
REGISTRARS:
5 St. John’s Lane
EC1M 4BH
ylva.baeckstrom@avenir-registrars.co.uk
www.avenir-registrars.co.uk
Telephone 020 7692 5500
SHARE PRICE:
The middle market price of the Ordinary shares were quoted at
Notice of meeting
NOTICE IS HEREBY GIVEN that the twenty seventh Annual General Meeting of
-- To receive and adopt the financial statement for the year ended 31
December 2018 together with the reports of the Directors and the Auditor
thereon.
-- To re-elect J Townsend as a director (retired by rotation)
-- To authorise, by special resolution in accordance with s701 of the
Companies Act 2006, the Board to purchase up to 5% of the Company’s own
shares in the open market at a minimum price of 10p per share and a
maximum price of 60p per share, such powers to expire at the AGM to be
held in 2020, or on 29 May 2020 if earlier.
-- To appoint as Auditor Lubbock Fine and to authorise the Directors to
agree their remuneration, such powers to expire at the AGM held in 2020.
By Order of the Board
I H Cobden Date:30th April 2019 Secretary
Notes:
1. Enclosed with these accounts is a letter concerning the supply of documents
and information by e-mail. Please read this letter and, if you would like
to receive documents and information in this way, please complete and
return the enclosed form.
2. A member entitled to attend and vote at this meeting is entitled to appoint
a proxy to attend and vote in his stead. A proxy need not be a member of
the Company. Proxy forms must be lodged at the Registered Office not later
than forty-eight hours before the time fixed for the meeting.
3. We would draw the attention of members proposing to attend the meeting to
the RAC Club dress code, which requires men to wear a tailored jacket and
trousers, collared shirt and tie at all times and women to dress with
commensurate formality.
Chairman’s statement
We have continued to assess buying opportunities to invest in, both residential and commercial, in the hope that the farce surrounding Brexit, might have produced something by now, suitable for the Board to recommend for an acquisition.
However, competition continues to remain intense and the prices being achieved exceeding by some margin the levels we feel are worth investing at and despite a number of attempts to acquire suitable propositions, we have, as yet, been unsuccessful.
We continue to trawl all the auction catalogues nationwide as well as those opportunities being offered by private treaty and still remain optimistic that something will eventually fall into place.
With yet another extension granted on Brexit to
Our optimism for the future is borne out by both
I would like to thank our auditors, Lubbock Fine, as well as my fellow Directors for their sterling work throughout the year, acting as always, in the best interests of our many shareholders for whom we thank for their continued patience until the right opportunity arises.
John P Townsend
CHAIRMAN
Strategic report
Principal Activities
The principal activity of
Business Model
At
We create value by:-
Acquiring Properties
-- We seek to acquire properties and unlock value.
Optimise Income
-- Optimising income by development and carrying out improvements and good
estate management.
-- Employ our knowledge of occupiers’ needs to let to high quality tenants
from a wide range of businesses and to minimise the level of voids in
our portfolio and
-- Collecting our rental income on due date.
-- Identify properties for disposal where value has been optimised and
dispose of those which do not fit the Group’s long-term plans.
Maintain robust and flexible financing
-- Negotiate flexible financing and retain a healthy level of interest
cover and gearing
Business Review
The results for the year are set out on page 11 of these consolidated financial statements.
The Group’s investment properties have now all been sold and all borrowings have been repaid. A review of the business is included in the Chairman’s Statement set out on page 3.
Principal Risks and Uncertainties
Going Concern
The directors have prepared the financial statements on a going concern basis.
The main risks arising from the Group’s financial instruments are interest rate risk and liquidity risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below.
Interest rate risk
The Group has no exposure at the present time to interest rate risk however the Group’s policy is to borrow at the lowest rates for periods that do not carry excessive time premiums.
Liquidity risk
As regards liquidity, the Group’s policy has throughout the year been to ensure that the group is able at all times to meet its financial commitments as and when they fall due.
Signed on behalf of the Board
R Shane
Director
Dated: 30th April 2019
Report of the Directors
for the Year Ended
The directors present their report with the financial statements of the Company and the Group for the year ended
DIRECTORS
The directors shown below held office during the period from
J Townsend
R France
R Shane
J Soper
The directors who held office at the end of the financial year had the following interests in the shares and loan stock of the group companies as recorded in the register of directors’ share and debenture interests.
Interest at Interest at
Director Company Class 31 December 2018 1 January 2018
Number Number
J Townsend SPD plc* Ordinary shares 85,076 -
R France SPD plc* Ordinary shares 88,888 88,888
R Shane SPD plc* Ordinary shares 574,456 574,456
Deferred shares 154,666 154,666
J Soper SPD plc* Ordinary shares 85,076 -
*
According to the register of directors’ interests, no rights to subscribe for shares in or debentures of the Company or any other group company was granted to any of the directors or their immediate families, or exercised by them, during the financial year.
Substantial shareholding of ordinary shares of 20p each as at
R France 4.51% G Green 4.57% R Shane 29.15% J Townsend 4.32% J Soper 4.32%
Proposed dividend and transfer to reserves
The directors do not recommend the payment of a dividend (2017: £nil).
The loss for the year retained in the group is £91,741 (2017: £42,878 loss).
Events since the year end
There have been no significant events since the year end.
Financial Instruments
Details of the group financial risk management objectives and policies are included in the notes to the financial statements.
FUTURE DEVELOPMENTS
Following the sale of the last of the investment properties and repayment of loans the Directors are now able to actively consider investment and development opportunities that arise.
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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and
prudent;
-- ensure applicable UK accounting standards are followed subject to any
material departures disclosed and explained in the financial statements;
and
-- prepare the financial statements on the going concern basis unless it is
inappropriate to presume that the group 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 AUDITOR
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 auditor is unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the Group's auditor is aware of that information.
AUDITOR
Under section 487(2) of the Companies Act 2006, Lubbock Fine will have been deemed to have been reappointed as auditors 28 days after these financial statements have been sent to members or 28 days after the latest date prescribed for filing the accounts with the Registrar, whichever is earlier.
ON BEHALF OF THE BOARD:
....................................................................
I Cobden - Secretary
Date: 30th
Secured Property Developments Plc
Independent Audit Report
For the Year Ended
To the members of
OPINION
We have audited the consolidated financial statements of
In our opinion the consolidated 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 2018 and of the Group's 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 (
CONCLUSIONS RELATING TO GOING CONCERN
We have nothing to report in respect of the following matters in relation to which the ISAs (
-- the directors' use of the going concern basis of accounting in the
preparation of the consolidated financial statements is not appropriate;
or
-- the directors have not disclosed in the consolidated financial
statements any identified material uncertainties that may cast
significant doubt about the Group's or the parent 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 consolidated financial
statements are authorised for issue.
KEY AUDIT MATTERS
Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the consolidated financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) we identified, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the consolidated financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.
Key audit matter How our audit addressed the key audit
matter
Verification of bank balance Our procedures in relation to the
verification of the bank balance
At the balance sheet date, the balance included:
per the bank was significantly material.
- Confirming the balance to the bank
There is a risk that this figure is not confirmation letter
accurate and that the balance therefore
does not exist.
- Agreeing the balance to the bank
statements
OUR APPLICATION OF MATERIALITY
The scope and focus of our audit was influenced by our assessment and application of materiality. We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements on our audit and on the consolidated financial statements.
We define financial statements materiality as the magnitude by which misstatements, including omissions, could influence the economic decisions taken on the basis of the consolidated financial statements by reasonable users.
We also determine a level of performance materiality, which we use to determine the extent of testing needed to reduce to an appropriately low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the consolidated financial statements as a whole.
-- Overall materiality - We determine materiality for the consolidated
financial statements as a whole to be £27,500. This was based on the key
performance indicator, being 5% of net assets. We believe net asset
values are the most appropriate bench mark due to the minimal income
statement activity during the year and existence of key balance sheet
items.
-- Performance materiality - On the basis of our risk assessment, together
with our assessment of the company’s control environment, our judgement
is that performance materiality for the consolidated financial
statements should be 65% of materiality, amounting to £17,900.
AN OVERVIEW OF THE SCOPE OF OUR AUDIT
As part of designing our audit, we determined materiality and assessed the risks of material misstatement in the consolidated financial statements. In particular, we looked at where the directors made subjective judgements, for example in respect of significant accounting estimates that involved making assumptions and considering future events that are inherently uncertain.
We tailored the scope of our audit to ensure that we performed sufficient work to be able to give an opinion on the financial statements as a whole, taking into account an understanding of the structure of the group and company, its activities, the accounting processes and controls, and the industry in which they operate. Our planned audit testing was directed accordingly and was focused on areas where we assessed there to be the highest risk of material misstatement. During the audit, we reassessed and re-valuated audit risks and tailored our approach accordingly.
The audit testing included substantive testing on significant transactions, balances and disclosures, the extent of which was based on various factors such as our overall assessment of the control environment, the effectiveness of controls and management of specific risk.
We communicated with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant findings, including any significant deficiencies in internal control that we identify during the audit.
OTHER INFORMATION
The directors are responsible for the other information. The other information comprises the information included in the Annual Report, other than the consolidated financial statements and our Auditors' Report thereon. Our opinion on the consolidated 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 consolidated financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the consolidated 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 consolidated 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.
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit:
-- the information given in the Group Strategic Report and the Directors'
Report for the financial year for which the financial statements are
prepared is consistent with the consolidated financial statements; and
-- the Group Strategic Report and the Directors' Report have 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
-- adequate accounting records have not been kept by the Group, or returns
adequate for our audit have not been received from branches not visited
by us; or
-- the Group consolidated 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' Responsibilities Statement on page 7, the directors are responsible for the preparation of the consolidated 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 consolidated financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the consolidated financial statements, the directors are responsible for assessing the Group and parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.
AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE GROUP FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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 (
A further description of our responsibilities for the audit of the consolidated financial statements is located on the
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 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.
for and on behalf of
Lubbock Fine
Chartered Accountants & Statutory Auditors
3rd Floor Paternoster House
65 St Paul's Churchyard
EC4M 8AB
Date: 30th
Consolidated Income Statement
for the Year Ended
31.12.18 31.12.17
Notes GBP GBP
TURNOVER 3 - -
Cost of sales - -
GROSS PROFIT - -
Administrative expenses (105,648) (90,302)
OPERATING (LOSS) 5 (105,648) (90,302)
Profit on sale of tangible fixed assets -
(LOSS) ON ORDINARY ACTIVITIES
BEFORE INTEREST AND TAXATION (105,648) (90,302)
Interest receivable and similar income 13,907 47,424
Interest payable and similar charges - -
(LOSS) ON ORDINARY ACTIVITIES BEFORE TAXATION
(91,741) (42,878)
Tax on profit on ordinary activities 6 - -
(LOSS) FOR THE FINANCIAL YEAR FOR THE GROUP
(91,741) (42,878)
(Loss) attributable to:
Owners of the parent (91,741) (42,878)
Earnings per share expressed
in pence per share: 8
Basic (4.65) (2.17)
Diluted (4.65) (2.17)
The Company has no recognised gains or losses other than those disclosed in the Income Statement above. Consequently, no Statement of Other Comprehensive Income is presented.
The notes form part of these financial statements
Consolidated Balance Sheet
31.12.18 31.12.17
Notes GBP GBP GBP GBP
FIXED ASSETS
Tangible assets 9 - -
CURRENT ASSETS
Debtors 11 6,188 585,538
Cash in hand 12 583,997 124,674
590,185 710,212
CREDITORS
Amounts falling due within one year 13 (36,169) (64,455)
NET CURRENT ASSETS 554,016 645,757
TOTAL ASSETS LESS CURRENT LIABILITIES 554,016 645,757
CAPITAL AND RESERVES
Called up share capital 14 418,861 418,861
Share premium 3,473 3,473
Profit and Loss Account 131,682 223,423
SHAREHOLDERS' FUNDS 554,016 645,757
The financial statements were approved by the Board of Directors on 30th
....................................................................
J Townsend - Director
....................................................................
R Shane - Director
The notes form part of these financial statements
Company Balance Sheet
31.12.18 31.12.17
Notes GBP GBP GBP GBP
FIXED ASSETS
Tangible assets 9 - -
Investments 10 4 4
4 4
CURRENT ASSETS
Debtors 11 6,188 584,739
Cash in hand 12 569,870 110,546
576,058 695,285
CREDITORS
Amounts falling due within one year 13 (274,525) (302,011)
NET CURRENT ASSETS 301,533 393,274
TOTAL ASSETS LESS CURRENT 301,537 393,278
LIABILITIES
CAPITAL AND RESERVES
Called up share capital 14 418,861 418,861
Share premium 3,473 3,473
Retained earnings (120,797) (29,056)
SHAREHOLDERS' FUNDS 301,537 393,278
The financial statements were approved by the Board of Directors on 30th
....................................................................
J Townsend -Director
……………………………………………….
R Shane - Director
The notes form part of these financial statements
Consolidated Statement of Changes in Equity
for the Year Ended
Called up share Profit & Loss Share premium Total equity
capital Account
GBP GBP GBP GBP
Balance at 1 January 418,861 266,301 3,473 688,635
2017
Changes in equity
Total comprehensive - (42,878) - (42,878)
income
Balance at 31 418,861 223,423 3,473 645,757
December 2017
Changes in equity
Total comprehensive - (91,741) - (91,741)
income
Balance at 31 418,861 131,682 3,473 554,016
December 2018
The notes form part of these financial statements
Company Statement of Changes in Equity
for the Year Ended
Called up share Profit & Loss Share premium Total equity
capital Account
GBP GBP GBP GBP
Balance at 1 January 418,861 13,822 3,473 436,156
2017
Changes in equity
Total comprehensive - (42,878) - (42,878)
income
Balance at 31 418,861 (29,056) 3,473 393,278
December 2017
Changes in equity
Total comprehensive - (91,741) - (91,741)
income
Balance at 31 418,861 (120,797) 3,473 301,537
December 2018
The notes form part of these financial statements
Consolidated Cash Flow Statement
for the Year Ended
31.12.18 31.12.17
GBP GBP
Cash flows from operating activities
(Loss) for the financial year (91,741) (42,878)
Interest received (13,907) (47,424)
Decrease /(increase) in debtors 579,350 (193,189)
Increase / (decrease) in creditors (28,286) 19,667
Net cash from operating activities 445,416 (263,824)
Cash flows from investing activities
Interest received 13,907 47,424
Net cash from investing activities 459,323 47,424
Cash flows from financing activities
Interest paid - -
Net cash from financing activities - -
Increase / (Decrease) in cash and cash equivalents 459,323 (216,400)
Cash and cash equivalents at beginning of year 124,674 341,074
Cash and cash equivalents at end of year 583,997 124,674
The notes form part of these financial statements
Notes to the Consolidated Financial Statements
for the Year Ended
1. 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
Turnover
Turnover comprises revenue recognised by the Group in respect of services supplied during the year and is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiary undertakings made up to
Under Section 408 of the Companies Act 2006 the Company is exempt from the requirement to present its own profit and loss account.
In the parent financial statements, investments in subsidiaries are carried at cost less impairment.
Classification of financial instruments issued by the group
In accordance with FRS 102.22, financial instruments issued by the group are treated as equity only to the extent that they meet the following two conditions:
a. they include no contractual obligations upon the group to deliver cash or
other financial assets or to exchange financial assets or financial
liabilities with another party under conditions that are potentially
unfavourable to the group; and
b. where the instrument will or may be settled in the entity’s own equity
instruments, it is either a non-derivative that includes no obligation to
deliver a variable number of the entity’s own equity instruments or is a
derivative that will be settled by the entity exchanging a fixed amount of
cash or other financial assets for a fixed number of its own equity
instruments.
To the extent that this definition is not met, the proceeds of issue are classified as a financial liability. Where the instrument so classified takes the legal form of the entity’s own shares, the amounts presented in these financial statements for called up share capital and share premium account exclude amounts in relation to those shares.
Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Investment properties are recognised initially at cost.
Subsequent to initial recognition
i. investment properties whose fair value can be measured reliably without
undue cost or effort are held at fair value. Any gains or losses arising
from changes in the fair value are recognised in profit or loss in the
period that they arise; and
ii. no depreciation is provided in respect of investment properties applying
the fair value model.
If a reliable measure is not available without undue cost or effort for an item of investment property, this item is thereafter accounted for as tangible fixed assets in accordance with section 17 FRS 102 until a reliable measure of fair value becomes available.
Current and deferred taxation
Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss account except to the extent that it relates to items recognised directly in equity or other comprehensive income, in which case it is recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.
Deferred tax is provided on timing differences which arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax is measured at the tax rate that is expected to apply to the reversal of the related difference, using tax rates enacted or substantively enacted at the balance sheet date. For investment property that is measured at fair value, deferred tax is provided at the rates and allowances applicable to the sale of the asset/property. Deferred tax balances are not discounted.
Unrelieved tax losses and other deferred tax assets are recognised only to the extent that is it probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.
Debtors
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.
Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than three months. 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.
Financial Instruments
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 third parties, loans to related parties and investments in non-puttable ordinary shares.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at present value of the future cash flows and subsequently at amortised cost using the effective interest method. Debt instruments that are payable or receivable within one year, typically trade debtors and creditors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms or financed at a rate of interest that is not a market rate or in case of an out-right short-term loan not at market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
Creditors
Short term creditors are measured at transaction price. Other financial liabilities are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
2. JUDGEMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
The preparation of the financial statements requires management to make judgements, estimates and assumptions that effect the amounts reported for assets and liabilities as at the balance sheet date and the amounts reported for revenue and expenses during the year. However, the nature of the estimation means that actual outcomes could differ from those estimates. There are no key sources of estimation uncertainty.
3. TURNOVER
An analysis of turnover is as follows:
31.12.18 31.12.17
GBP GBP
Rental income - -
The future aggregate minimum rentals receivable under non-cancellable operating leases within one year was £nil (2017 - nil).
4. STAFF COSTS
The average number of staff during the year was nil (2017-nil) and there were no staff costs for the year ended
5. OPERATING (LOSS)
The operating loss is stated after charging:
31.12.18 31.12.17
GBP GBP
Auditor’s remuneration – fees payable to the Group’s auditor
for the audit of the group’s annual accounts. 6,000 5,000
Directors' remuneration - -
Details of the fees charged by the Chairman and other Directors are shown in note 16 to these financial statements.
Notes to the Consolidated Financial Statements - continued
for the Year Ended
6. TAXATION
Analysis of the tax charge
The tax charge on the profit on ordinary activities for the year was as follows:
31.12.18 31.12.17
GBP GBP
Current tax:
UK corporation tax - -
Tax on profit on ordinary activities - -
Reconciliation of effective tax rate
31.12.18 31.12.17
GBP GBP
(Loss) for the year (91,741) (42,878)
Total tax expense - -
(Loss) for the year excluding taxation (91,741) (42,878)
Tax using the UK corporation tax rate of 19% (2017: 19.25%) (17,431) (8,254)
Non-deductible expenses -
Current year losses 17,431 8,254
Total tax expense included in profit or loss - -
Factors that may affect future current and total tax charges
A deferred tax asset of £54,036 (2017 - £38,440) at the year end has not been recognised due to uncertainty surrounding the Group’s future taxable profits.
7. PROFIT OF PARENT COMPANY
As permitted by Section 408 of the Companies Act 2006, the Profit and Loss account of the parent company is not presented as part of these financial statements. The parent company's loss for the financial year was £91,741 (2017 - £42,878 loss).
8. EARNINGS PER SHARE
Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the period.
Diluted earnings per share is calculated using the weighted average number of shares adjusted to assume the conversion of all dilutive potential ordinary shares.
Reconciliations are set out below.
31.12.18
Weighted average number Per-share amount pence
of shares
Earnings
GBP
Basic EPS
Earnings attributable (91,741) 1,970,688 (4.65)
to ordinary
shareholders
Effect of dilutive
securities
Diluted EPS
Adjusted earnings (91,741) 1,970,688 (4.65)
31.12.17
Weighted average number Per-share amount pence
of shares
Earnings
GBP
Basic EPS
Earnings attributable (42,878) 1,970,688 (2.17)
to ordinary
shareholders
Effect of dilutive
securities
Diluted EPS
Adjusted earnings (42,878) 1,970,688 (2.17)
9. TANGIBLE FIXED ASSETS
Group
Freehold property
GBP
COST / VALUATION
At 1 January 2018 -
Additions / Disposals -
At 31 December 2018 -
NET BOOK VALUE
At 31 December 2018 -
At 31 December 2017 -
Company
Freehold property
GBP
COST / VALUATION
At 1 January 2018 -
Additions/Disposals -
At 31 December 2018 -
NET BOOK VALUE
At 31 December 2018 -
At 31 December 2017 -
10. FIXED ASSET INVESTMENTS
Company
31.12.18 31.12.17
GBP GBP
Shares in group undertakings 4 4
4 4
Additional information is as follows:
The following relates to ordinary shares held in subsidiary companies,
Company
Shares in group undertakings
GBP
COST
At 1 January 2018 and 31 December 2018
4
NET BOOK VALUE
At 31 December 2018 4
At 31 December 2017 4
11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.18 31.12.17 31.12.18 31.12.17
GBP GBP GBP GBP
Prepayments and accrued income 4,048 3,833 4,048 3,833
Amounts due from related parties - 580,013 - 580,013
Other debtors 2,140 1,692 2,140 893
6,188 585,538 6,188 584,739
12. CASH AND CASH EQUIVALENTS
Group Company
31.12.18 31.12.17 31.12.18 31.12.17
GBP GBP GBP GBP
Cash at bank 583,997 124,674 569,870 110,546
583,997 124,674 569,870 110,546
13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Group Company
31.12.18 31.12.17 31.12.18 31.12.17
GBP GBP GBP GBP
Trade creditors 7,384 4,043 7,384 4,043
Amounts owed to group undertakings - - 241,178 240,379
Tax 1,874 1,874 1,932 1,932
Other creditors 8,691 8,679 5,811 5,798
Accrued expenses 18,220 49,859 18,220 49,859
36,169 64,455 274,525 302,011
14. CALLED UP SHARE CAPITAL
Allotted, issued and fully paid:
Number: Class: Nominal value: 31.12.18 31.12.17
GBP GBP
1,970,688 Ordinary £0.20p 394,138 394,138
1,236,154 Deferred £0.02p 24,723 24,723
418,861 418,861
The respective rights of the shareholders are as follows:
Ordinary shares
The ordinary shares have the right to all available capital and distributable profits subject only to any right available to the deferred shares on winding up.
Deferred shares
The deferred shares have no rights to vote, receive notices, or attend general meetings, nor to any income. On the return of capital on a winding-up or otherwise the deferred shares have no entitlement until the sum of £100,000 per ordinary share shall have been distributed.
15. RESERVES
Share premium:
Includes the premium paid by shareholders on ordinary shares.
Retained earnings:
Includes all current and prior periods retained profits and losses, less dividends paid.
16. RELATED PARTY DISCLOSURES
During the period the company entered into transactions, in the ordinary course of the business, with other related parties. Transactions entered into, and trading balances outstanding at
Transactions with key management personnel
J Townsend:
During the year,
J Soper:
During the year,
R Shane:
At the year end date an amount of £160 (2017 - £160) was due to
Transactions with other related parties
St James’s
St James’s
St James’s
During the year the holding company provided a loan to
Terms and conditions of transactions with related parties
Transactions with related parties are made at normal market prices. Outstanding balances with entities are unsecured, interest free and repayable on demand.
Key management personnel includes those persons having authority and responsibility for planning, directing and controlling the activities of the entity, directly or indirectly, including directors. Total amounts paid to key management personnel during the period was £38,594 (2017 - £30,973).
17. FINANCIAL INSTRUMENTS
Group:
31.12.18 31.12.17
GBP GBP
Financial Assets
Financial assets that are debt instruments measured at 2,140 581,705
amortised costs
Financial Liabilities
Financial liabilities measured at amortised costs 34,295 62,581
Company:
31.12.18 31.12.17
GBP GBP
Financial Assets 2,140 580,906
Financial assets that are debt instruments measured at
amortised costs
Financial Liabilities 272,593 300,079
Financial liabilities measured at amortised costs
The material risk arising form the Group and Company’s financial instruments is liquidity risk.
Liquidity risk
The objective of the Group and Company managing liquidity is to ensure it can meet its financial obligations as and when they fall due.
18. POST BALANCE SHEET EVENTS
There have been no significant events since the year end.
19. CONTROLLING PARTY
The directors consider that there is no single controlling party.
Form of proxy for use at the annual general meeting on Thursday 29th
I/We _______________________________________________________________________________
(Please insert full name in BLOCK CAPITALS)
of _________________________________________________________________________________
(Please insert address in BLOCK CAPITALS)
being (a) member(s) of the above named Company HEREBY APPOINT the Chairman of the meeting (see note 6)
___________________________________________________________________________________
to act as my/our proxy at the Annual General Meeting of the Company to be held on Wednesday 29th
Resolution No. For Against 1 To adopt the directors’ report and financial statements for the year ended31 December 2018 2 To re-elect J Townsend as a director 3 To authorise, by special resolution in accordance with s701 of the Companies Act 2006, the Board to purchase up to 5% of the Company’s own shares in the open market at a minimum price of 10p per share and a maximum price of 60p per share, such powers to expire at the AGM to be held in 2020, or on29 May 2020 if earlier. 4 THAT Lubbock Fine be and are hereby appointed auditors of the Company and will hold office from the conclusion of this meeting until the conclusion of the next general meeting at which accounts are laid before the company, and that their remuneration be fixed by the Directors.
Please indicate with an “X” in the space provided how you wish your votes to be cast on a poll. Should this form be returned duly completed and signed, but without a specific direction, the proxy will vote or abstain at his discretion.
Dated ______________________________ 2019 Signature __________________________________
Notes
1. A proxy need not be a Member of the Company.
2. In the case of joint holders the vote of the senior who tenders a vote,
whether in person or by proxy, will be accepted to the exclusion of the
votes of the other joint holders. For this purpose seniority is determined
by the order in which the names stand in the Register of Members.
3. In the case of a corporation this proxy must be given under its Common Seal
or be signed on its behalf by an officer, attorney or other person duly
authorised.
4. To be valid this proxy must be deposited at the Company’s Registered Office
not later than 48 hours before the time appointed for holding the Meeting
together, if appropriate, with the power of attorney or other authority
under which is a signed or potentially certified copy of such power of
authority.
5. Any alterations made on this form should be initialed.
6. If it is desired to appoint as a proxy any person other than the Chairman
of the Meeting, his/her name and address should be inserted in the relevant
place, reference to the Chairman deleted and the alteration initialed.
Affix stamp here
Second fold along this line
Unit 6 Orchard Mews
N6 5TR First fold along
this line
Finally fold along this line and tuck in
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