St. Vincent Capital Limited - Limited company accounts 11.6

REGISTERED NUMBER: 04685586 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MARCH 2014

FOR

ST. VINCENT CAPITAL LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Director

3

Report of the Independent Auditors

5

Profit and Loss Account

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTOR:

S M Lees

REGISTERED OFFICE:

3rd Floor

70 Wimpole Street

London

W1G 8AX

REGISTERED NUMBER:

04685586 (England and Wales)

AUDITORS:

Collards

Chartered Accountants

Registered Auditors

5-9 Eden Street

Kingston-upon-Thames

Surrey

KT1 1BQ

The director presents his strategic report for the year ended 31 March 2014.

REVIEW OF BUSINESS

During the year the company continued to manage it's investment projects.

The results for the year and financial position of the company are as shown in the annexed financial statements. The company has

made a loss in the current year but has continued to manage its various property projects during the year. The company continued to

operate under the Creditors Voluntary Arrangement which commenced in September 2011. The company is in the course of raising

further finance to progress its activities.

The CVA has been extended through to September 2016 after the CVA Supervisor evaluated evidence to support continued trading of

the company and the potential for improving the underlying creditors' position, given an extension of time.

The continued development of the company's projects requires further significant funding in order to succeed.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks and uncertainties facing the company are around the ability of the investment projects to raise finance to progress

each particular property project.

The risks and uncertainties are therefore attached to the availability of loan finance and the knock on effect of the profitability of each

project.

The director is confident that the necessary finance will be raised in order to complete the company's projects.

KEY PERFORMANCE INDICATORS

The company made an operating loss for the year of £223,069 (2013: £298,511). The loss represents the cost of running the business

and it's projects during the year.There is no income shown in the accounts for the current or previous year as the projects have not

raised sufficient finance to enable the operating costs to be recharged to the projects.

The current year shows further losses and the business is still in the process of raising finance.

ON BEHALF OF THE BOARD:

S M Lees - Director

13 November 2014

The director presents his 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 arranging and managing property investments.

DIVIDENDS

No dividends will be distributed for the year ended 31 March 2014.

DIRECTOR

S M Lees held office during the whole of the period from 1 April 2013 to the date of this report.

FINANCIAL INSTRUMENTS

The company's principal financial instruments comprise bank balances, trade creditors, other debtors and loans to the company from

other group members and other individuals . The main purpose of these instruments is to raise funds to finance the company's

operations.

Due to the nature of the financial instruments used by the company there is no exposure to price risk. There is exposure to currency

risk as the company has balances with other group entities which are designated in Euros or Dollars. The risk is managed by assessing

the level of these balances and observing currency changes.

In respect of bank balances the liquidity risk is managed by maintaining a balance between the continuity of funding and flexibility

through the careful monitoring of cash flow.

Loans from other group members are managed by ensuring that funds required for the Group as a whole are available to the various

group companies as appropriate.

There are other loans to the company from private individuals. The repayment of these loans is fixed and the company ensures that it

has sufficient working capital to fund repayment at the appropriate times.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Report of the Director and the financial statements in accordance with applicable law and

regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is

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 director is required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial

statements comply with the Companies Act 2006. He is 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 director is 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 he 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 company's auditors are aware of that information.

AUDITORS

The auditors, Collards, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

S M Lees - Director

13 November 2014

We have audited the financial statements of St. Vincent Capital Limited for the year ended 31 March 2014 on pages seven to thirteen.

The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting

Standards (United Kingdom Generally Accepted Accounting Practice).

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 director and auditors

As explained more fully in the Statement of Director's Responsibilities set out on page three, the director is 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 director; and the overall presentation of the

financial statements. In addition, we read all the financial and non-financial information in the Strategic Report and the Report of the

Director 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; and

-	have been prepared in accordance with the requirements of the Companies Act 2006.

Going Concern

Without qualifying our opinion, we draw attention to note 18 in the financial statements concerning the company's ability to continue

as a going concern.

The company entered a Creditors Voluntary Arrangement in September 2011 to enable it to continue to trade and it will need to rely

on successful funding of its various investment projects to sustain its operations in the future. At present there is significant uncertainty

as to how that funding will crystallise.

The accounts do not include any adjustments that may be required if the business remains insolvent and is unable to obtain sufficient

funding to continue in existence.

This indicates the existence of a material uncertainty which may cast doubt on the company's ability to continue as a going concern.

Opinion on other matter prescribed by the Companies Act 2006

In our opinion the information given in the Strategic Report and the Report of the Director 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 director's remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit.

C J Brigstocke (Senior Statutory Auditor)

for and on behalf of Collards

Chartered Accountants

Registered Auditors

5-9 Eden Street

Kingston-upon-Thames

Surrey

KT1 1BQ

13 November 2014

TURNOVER

-

Administrative expenses

223,069

367,011

(223,069

)

(367,011

)

Other operating income

-

68,500

OPERATING LOSS

3

(223,069

)

(298,511

)

Profit/loss on sale of invest

252,795

-

29,726

(298,511

)

Interest receivable and similar income

31

-

29,757

(298,511

)

Interest payable and similar charges

4

(423

)

320

PROFIT/(LOSS) ON ORDINARY ACTIVITIES
BEFORE TAXATION

30,180

(298,831

)

Tax on profit/(loss) on ordinary activities

5

(29,019

)

-

PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

59,199

(298,831

)

CONTINUING OPERATIONS

None of the company's activities were acquired or discontinued during the current year or previous year.

TOTAL RECOGNISED GAINS AND LOSSES

The company has no recognised gains or losses other than the profit for the current year and the loss for the previous year.

FIXED ASSETS

Tangible assets

6

-

Investments

7

998,263

1,005,913

998,263

1,005,913

CURRENT ASSETS

Debtors

8

1,562,479

1,160,534

CREDITORS

Amounts falling due within one year

9

4,552,327

4,217,231

NET CURRENT LIABILITIES

(2,989,848

)

(3,056,697

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

(1,991,585

)

(2,050,784

)

CAPITAL AND RESERVES

Called up share capital

11

1

Profit and loss account

12

(1,991,586

)

(2,050,785

)

SHAREHOLDERS' FUNDS

15

(1,991,585

)

(2,050,784

)

The financial statements were approved by the director on 13 November 2014 and were signed by:

S M Lees - Director

1.	ACCOUNTING POLICIES

Accounting convention

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

accounting standards.

Tangible fixed assets

In the previous year all net book values of assets were fully written off.

Deferred tax

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

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to the profit and loss account on a straight line basis over the period of the

lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are

charged to the profit and loss account in the period to which they relate.

Cash flow statement

The company has taken advantage of the exemption in Financial Reporting Standard No. 1 from the requirement to produce a

cash flow statement on the grounds that it is a wholly owned subsidiary and that a group cash flow statement is produced by

the holding company in its consolidated accounts.

2.	STAFF COSTS

2014

2013

£

Wages and salaries

28,662

-

Other pension costs

-

1,293

28,662

1,293

The average monthly number of employees during the year was as follows:

2014

2013

Directors

1

3.	OPERATING LOSS

The operating loss is stated after charging/(crediting):

2014

2013

£

Hire of plant and machinery

429

-

Profit on disposal of fixed assets

-

(30,000

)

Auditors' remuneration

2,794

-

Foreign exchange differences

2,309

-

Director's remuneration

28,662

-

4.

INTEREST PAYABLE AND SIMILAR CHARGES

2014

2013

£

Bank interest

6

320

Other interest

(429

)

-

(423

)

320

5.

TAXATION

Analysis of the tax credit

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

2014

2013

£

Current tax:

UK corporation tax

(29,019

)

-

Tax on profit/(loss) on ordinary activities

(29,019

)

-

Factors affecting the tax credit

The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2014

2013

£

Profit/(loss) on ordinary activities before tax

30,180

(298,831

)

Profit/(loss) on ordinary activities

multiplied by the standard rate of corporation tax

in the UK of 23% (2013 - 24%)

6,941

(71,719

)

Effects of:

Expenses not deductible for tax purposes

6,378

-

Trading losses carried forward

44,823

71,719

Write back of investments

(58,142

)

-

Prior year tax credit

(29,019

)

-

Current tax credit

(29,019

)

-

6.	TANGIBLE FIXED ASSETS

Fixtures

and

Computer

fittings

equipment

Totals

£

COST

At 1 April 2013

5,964

5,339

11,303

Disposals

(5,964

)

(5,339

)

(11,303

)

At 31 March 2014

-

DEPRECIATION

At 1 April 2013

5,964

5,339

11,303

Eliminated on disposal

(5,964

)

(5,339

)

(11,303

)

At 31 March 2014

-

NET BOOK VALUE

At 31 March 2014

-

At 31 March 2013

-

7.	FIXED ASSET INVESTMENTS

Interest

Shares in

in other

group

participating

undertakings

interests

Totals

£

COST

At 1 April 2013

21,003

984,910

1,005,913

Disposals

-

(7,650

)

(7,650

)

At 31 March 2014

21,003

977,260

998,263

NET BOOK VALUE

At 31 March 2014

21,003

977,260

998,263

At 31 March 2013

21,003

984,910

1,005,913

8.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

Trade debtors

-

4,884

Amounts owed by group undertakings

1,496,483

1,147,846

Other debtors

54,701

4,504

Prepayments and accrued income

11,295

3,300

1,562,479

1,160,534

9.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2014

2013

£

Bank loans and overdrafts (see note 10)

2,538

Other loans (see note 10)

185,010

184,940

Trade creditors

1,844,806

1,790,414

Amounts owed to group undertakings

60,167

270,735

Corporation tax payable

22,723

Social security and other taxes

703,632

Other creditors

1,695,563

1,198,609

Directors' current accounts

25,869

35,400

Accrued expenses

12,019

8,240

4,552,327

4,217,231

10.

LOANS

An analysis of the maturity of loans is given below:

2014

2013

£

Amounts falling due within one year or on demand:

Bank overdrafts

2,538

Other loans

185,010

184,940

187,548

187,478

11.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2014

2013

value:

£

1

Ordinary

£1

1

12.

RESERVES

Profit

and loss

account

£

At 1 April 2013

(2,050,785

)

Profit for the year

59,199

At 31 March 2014

(1,991,586

)

13.	ULTIMATE PARENT COMPANY

The ultimate parent company is St. Vincent Group Limited (previously Fleet (Holdings) Limited).

14.	RELATED PARTY DISCLOSURES

The company has taken advantage of the exemption in Financial Reporting Standard No. 8 from the requirement to disclose

related party transactions within the group on the grounds that the company is a wholly owned subsidiary undertaking and

consolidated financial statements are publicly available.

15.	RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

2014

2013

£

Profit/(loss) for the financial year

59,199

(298,831

)

Net addition/(reduction) to shareholders' funds

59,199

(298,831

)

Opening shareholders' funds

(2,050,784

)

(1,751,953

)

Closing shareholders' funds

(1,991,585

)

(2,050,784

)

16.	GOING CONCERN

The company has made further losses in the current period. In addition, included in debtors are funds due to the company from

other group entities which will only be paid once the property investment projects in which the company is involved are able

to generate sufficient funding to pay the debts due to it.

The Company entered a Creditors Voluntary Arrangement in September 2011 to provide stability to itself and other Group

Companies and to simplify its affairs and thus raise funds to kick start the various developments in which the Group is

involved in Poland and Barbados.

The director is confident that the company is sufficiently stabilised and that funds will be forthcoming and the accounts have

therefore been prepared on a going concern basis.