ACCOUNTS - Final Accounts preparation

MARTELLO PROPERTY INVESTMENTS LIMITED - Company Information

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Registered number: 10927820

Martello Property Investments Limited

Unaudited

Directors' report and financial statements

For the period ended 31 August 2018

Martello Property Investments Limited

Company Information

Directors	F Martello (appointed 22 August 2017)
	J G Martello (appointed 22 August 2017)


Registered number	10927820


Registered office	C/O Roscomac Ltd
	Dominion Way
	Worthing
	West Sussex
	BN14 8NW


Accountants	Kreston Reeves LLP
	Chartered Accountants
	A2 Yeoman Gate
	Yeoman Way
	Worthing
	West Sussex
	BN13 3QZ

Martello Property Investments Limited

Contents

	Page
Directors' report	1
Accountants' report	2
Statement of comprehensive income	3
Balance sheet	4
Statement of changes in equity	5
Notes to the financial statements	6 - 9

Martello Property Investments Limited

Directors' report

For the period ended 31 August 2018

The directors present their report and the financial statements for the period ended 31 August 2018.

Principal activity

The principal activity of the company is that of renting out the freehold property.

Directors

The directors who served during the period were:

F Martello (appointed 22 August 2017)

J G Martello (appointed 22 August 2017)

Acquisition of own shares

On 6 February 2018, the Company completed a reduction of its share capital, whereby £400,000 of D, E and F ordinary shares were cancelled at their nominal value.

Small companies note

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

................................................

J G Martello

Director

Date: 21 May 2019

Page 1

Martello Property Investments Limited

Chartered accountants' report to the board of directors on the preparation of the unaudited statutory financial statements of Martello Property Investments Limited for the period ended 31 August 2018

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the financial statements of Martello Property Investments Limited for the period ended 31 August 2018 which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes from the Company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at http://www.icaew.com/en/ members/regulations-standards-and-guidance/.

This report is made solely to the Board of directors of Martello Property Investments Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the financial statements of Martello Property Investments Limited and state those matters that we have agreed to state to the Board of directors of Martello Property Investments Limited, as a body, in this report in accordance with ICAEW Technical Release TECH07/16AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Martello Property Investments Limited and its Board of directors, as a body, for our work or for this report.

It is your duty to ensure that Martello Property Investments Limited has kept adequate accounting records and to prepare statutory financial statements that give a true and fair view of the assets, liabilities, financial position and profit of Martello Property Investments Limited. You consider that Martello Property Investments Limited is exempt from the statutory audit requirement for the period.

We have not been instructed to carry out an audit or review of the financial statements of Martello Property Investments Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory financial statements.

Kreston Reeves LLP

Chartered Accountants

A2 Yeoman Gate

Yeoman Way

Worthing

West Sussex

BN13 3QZ

21 May 2019

Page 2

Martello Property Investments Limited

Statement of comprehensive income

For the period ended 31 August 2018

	Period from 22 August 2017 to 31 August
	2018
	£


Turnover		150,000
Gross profit		150,000
Administrative expenses		(37,765)
Operating profit		112,235
Income from fixed assets investments		1,900,000
Amounts written off investments		(970,000)
Profit before tax		1,042,235
Tax on profit		(28,492)
Profit for the financial period		1,013,743

There was no other comprehensive income for 2018 (2017:£NIL).

Page 3

Martello Property Investments Limited

Registered number: 10927820

Balance sheet

As at 31 August 2018

		2018
Note		£

Fixed assets
Tangible assets	4		2,477,275
Current assets
Cash at bank and in hand		146,460
		146,460
Creditors: amounts falling due within one year	6	(643,709)
Net current (liabilities)/assets			(497,249)
Total assets less current liabilities			1,980,026

Net assets			1,980,026

Capital and reserves
Called up share capital	7	970,000
Profit and loss account		1,010,026
		1,980,026

The directors consider that the Company is entitled to exemption from audit under section 477 of the Companies Act 2006 and members have not required the Company to obtain an audit for the period in question in accordance with section 476 of Companies Act 2006.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

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:

................................................

J G Martello

Director

Date: 21 May 2019

The notes on pages 6 to 9 form part of these financial statements.

Page 4

Martello Property Investments Limited

Statement of changes in equity

For the period ended 31 August 2018

	Called up share capital	Profit and loss account	Total equity
	£	£	£
Comprehensive income for the period
Profit for the period	-	1,013,743	1,013,743
Total comprehensive income for the period	-	1,013,743	1,013,743
Dividends: Equity capital	-	(3,717)	(3,717)
Shares issued during the period	1,370,000	-	1,370,000
Shares cancelled during the period	(400,000)	-	(400,000)
Total transactions with owners	970,000	(3,717)	966,283
At 31 August 2018	970,000	1,010,026	1,980,026

The notes on pages 6 to 9 form part of these financial statements.

Page 5

Martello Property Investments Limited

Notes to the financial statements

For the period ended 31 August 2018

1.	General information

Martello Property Investments Limited is a private company limited by shares and is incorporated in England with the registration number 10927820. The address of its registered office is Dominion Way, Worthing, West Sussex, BN14 8NW.

2.Accounting policies

2.1

Basis of preparation of financial statements

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.

The following principal accounting policies have been applied:

2.2

Going concern

The financial statements have been prepared on a going concern basis. The company's ability to continue to trade is dependent upon the support of the Martello Family Trust. If this assumption proves to be inappropriate, then adjustments may have to be made to adjust the value of assets to their recoverable amounts, to provide for any further liabilities which might arise and reclassify fixed assets as current assets.

2.3

Revenue recognition

Turnover represents rental income receivable. Rental income is recognised in the period in which it is due.

2.4

Taxation

Tax is recognised in the Statement of comprehensive income, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

2.5

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 6

Martello Property Investments Limited

Notes to the financial statements

For the period ended 31 August 2018

2.Accounting policies (continued)

2.5

Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property

over 50 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Statement of comprehensive income.

2.6

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.7

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

2.8

Creditors

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.

2.9

Financial instruments

The Company only enters into basic financial instrument 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.

2.10

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Employees

The average monthly number of employees, including directors, during the period was 2.

Page 7

Martello Property Investments Limited

Notes to the financial statements

For the period ended 31 August 2018

4.	Tangible fixed assets

		Freehold property
		£
	Cost or valuation
	Additions	2,515,000
	At 31 August 2018	2,515,000
	Depreciation
	Charge for the period on owned assets	37,725
	At 31 August 2018	37,725
	Net book value
	At 31 August 2018	2,477,275

5.	Fixed asset investments

		Investments in subsidiary companies
		£

	Additions	1,370,000
	Amounts written off	(1,370,000)
	At 31 August 2018	-

As explained in Note 7 the company purchased 100% of the share capital of Roscomac Limited during the year. The shares purchased in the year were subsequently transferred to Roscomac Group Limited. A transfer of the 10,000 shares in Roscomac Limited was made to Martello Property Investments Limited in exchange for £1,369,999 in Martello Property Investments Limited.
A dividend in specie was received by the company from Roscomac Limited of £1,900,000, to transfer in the leasehold property and as such the value of the investment in Roscomac Limited was reduced to £400,000, being the nominal value of the shares transferred in the later share for share exchange.
The entre share capital of Roscomac Limited was later transferred to Roscomac Group Limited as a share for share exchange of £400,000.

Page 8

Martello Property Investments Limited

Notes to the financial statements

For the period ended 31 August 2018

6.	Creditors: Amounts falling due within one year
		2018
		£

	Corporation tax	28,492
	Other creditors	615,217
		643,709

Other creditors represents a loan from the Martello Family Trust which is interest free and repayable on demand.

7.	Share capital
		2018
		£

		Allotted, called up and fully paid

		463,580 Ordinary Class A shares of £1.00 each	463,580
		247,540 Ordinary Class B shares of £1.00 each	247,540
		258,880 Ordinary Class C shares of £1.00 each	258,880

			970,000

The company was formed on 22 August 2017 with 1 Ordinary A Share.
During the period 424,699 Ordinary A shares, 287,700 Ordinary B shares and 657,600 Ordinary C shares were issued as consideration for the purchase of Roscomac Limited.
Subsequently the company redesignated a combined 400,000 Ordinary A, B and C shares as D, E and F shares which were then cancelled.

Related party transactions

Roscomac Limited
(Subsidiary)
During the year, as a result of restructuring, Martello Property Investments Limited acquired the leasehold property by way of a dividend in specie of £1,900,000 from Roscomac Limited.
Martello Property Investments Limited disposed of Roscomac Limited as a subsidiary during the year as part of a demerger arrangement.
The Martello Family Trust
The freehold property was transferred in from the Martello Family Trust at a value of £615,000 and a loan was made to the same value.

Page 9