REGISTERED NUMBER: 05961862 (England and Wales)

Report of the Directors and

Consolidated Financial Statements

for the Year Ended 31 March 2018

for

THREADMET PROPERTIES LIMITED

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

3

Consolidated Profit and Loss Account

5

Consolidated Balance Sheet

6

Company Balance Sheet

7

Consolidated Statement of Changes in Equity

8

Company Statement of Changes in Equity

9

Notes to the Consolidated Financial Statements

10

Directors:

G Richardson

M Gross

Registered office:

Clifton Square

Alderley Edge

Cheshire

SK9 7NW

Registered number:

05961862 (England and Wales)

Auditors:

Haines Watts Manchester Limited, Statutory Auditor

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The directors present their report with the financial statements of the company and the group for the year ended

31 March 2018.

Principal activity

The principal activity of the company in the year under review was that of an investment company. The subsidiary

company's principal activity is the buying and selling of real estate.

Directors

The directors shown below have held office during the whole of the period from 1 April 2017 to the date of this report.

G Richardson

M Gross

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 the group and of the profit or loss of the group 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;

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 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 group's auditors are 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 auditors

are aware of that information.

Auditors

The auditors, Haines Watts Manchester Limited, Statutory Auditor, will be proposed for re-appointment at the

forthcoming Annual General Meeting.

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

companies.

On behalf of the board:

G Richardson - Director

20 December 2018

Opinion

We have audited the financial statements of Threadmet Properties Limited (the 'parent company') and its subsidiaries

(the 'group') for the year ended 31 March 2018 which comprise the Consolidated Profit and Loss Account, Consolidated

Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of

Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The

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

Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the

UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 March 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 (UK) (ISAs (UK)) and applicable law.

Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the

financial statements section of our report. We are independent of the group in accordance with the ethical requirements

that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have

fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we

have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

you where:

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

-

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of

the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise

explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing

so, consider whether the other information is materially inconsistent with the financial statements or our knowledge

obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or

apparent material misstatements, we are required to determine whether there is a material misstatement in the financial

statements or a material misstatement of the other information. If, based on the work we have performed, we conclude

that there is a material misstatement of this other information, we are required to report that fact. We have nothing to

report in this regard.

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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors has been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in

the course of the audit, we have not identified material misstatements in the Report of the Directors.

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 by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company 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 Group Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

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, and for such

internal control as the directors determine necessary to enable the preparation of financial statements that are free from

material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the 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 financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from

material misstatement, whether due to fraud or error, and to issue a Report of the Auditors that includes our opinion.

Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with

ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are

considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial statements.

A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting

Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 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.

David Fort FCA (Senior Statutory Auditor)

for and on behalf of Haines Watts Manchester Limited, Statutory Auditor

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

21 December 2018

Turnover

1,991,552

752,830

Cost of sales

(1,990,880

)

(1,648,799

)

Gross profit/(loss)

672

(895,969

)

Administrative expenses

413,380

(1,334,398

)

414,052

(2,230,367

)

Other operating income

7,042

27,483

Operating profit/(loss)

4

421,094

(2,202,884

)

Interest receivable and similar income

2,851

117,239

423,945

(2,085,645

)

Interest payable and similar expenses

2,451,373

(991,160

)

Profit/(loss) before taxation

2,875,318

(3,076,805

)

Tax on profit/(loss)

6

-

-

Profit/(loss) for the financial year

2,875,318

(3,076,805

)

Profit/(loss) attributable to:

Owners of the parent

2,875,318

(3,076,805

)

Fixed assets

Intangible assets

8

54,485

94,215

Investments

9

-

-

54,485

94,215

Current assets

Stocks

2,648,902

4,705,384

Debtors

10

334,028

1,038,942

Cash at bank

352,054

150,724

3,334,984

5,895,050

Creditors

Amounts falling due within one year

11

4,960,280

8,036,905

Net current liabilities

(1,625,296

)

(2,141,855

)

Total assets less current liabilities

(1,570,811

)

(2,047,640

)

Creditors

Amounts falling due after more than one year

12

3,840,290

6,238,779

Net liabilities

(5,411,101

)

(8,286,419

)

Capital and reserves

Called up share capital

13

2

2

Retained earnings

(5,411,103

)

(8,286,421

)

Shareholders' funds

(5,411,101

)

(8,286,419

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006

relating to small companies.

The financial statements were approved by the Board of Directors on 20 December 2018 and were signed on its behalf

by:

G Richardson - Director

Fixed assets

Intangible assets

8

-

-

Investments

9

351

351

351

351

Current assets

Debtors

10

3,231,312

8,243,848

Cash at bank

6

16

3,231,318

8,243,864

Creditors

Amounts falling due within one year

11

2,822,409

3,971,919

Net current assets

408,909

4,271,945

Total assets less current liabilities

409,260

4,272,296

Creditors

Amounts falling due after more than one year

12

3,840,309

6,238,798

Net liabilities

(3,431,049

)

(1,966,502

)

Capital and reserves

Called up share capital

13

2

2

Retained earnings

(3,431,051

)

(1,966,504

)

Shareholders' funds

(3,431,049

)

(1,966,502

)

Company's loss for the financial year

(1,464,547

)

(906,636

)

The financial statements have been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

The financial statements were approved by the Board of Directors on 20 December 2018 and were signed on its behalf by:

G Richardson - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2016

2

(5,209,616

)

(5,209,614

)

Changes in equity

Total comprehensive income

-

(3,076,805

)

(3,076,805

)

Balance at 31 March 2017

2

(8,286,421

)

(8,286,419

)

Changes in equity

Total comprehensive income

-

2,875,318

2,875,318

Balance at 31 March 2018

2

(5,411,103

)

(5,411,101

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 April 2016

2

(1,059,868

)

(1,059,866

)

Changes in equity

Total comprehensive income

-

(906,636

)

(906,636

)

Balance at 31 March 2017

2

(1,966,504

)

(1,966,502

)

Changes in equity

Total comprehensive income

-

(1,464,547

)

(1,464,547

)

Balance at 31 March 2018

2

(3,431,051

)

(3,431,049

)

1.	Statutory information

Threadmet Properties Limited is a private company, limited by shares , registered in England and Wales. The

company's registered number and registered office address can be found on the General Information page.

2.	Statement of compliance

The financial statements have been prepared in accordance with the provisions of Section 1A "Small Entities" of

Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of

Ireland" and Companies Act 2006..

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The group made a profit for the year ended 31 March 2018 but had net liabilities at that date.

The subsidiary company made a profit for the year and had net liabilities at 31 March 2018. That company's

cash flow projections reveal that it will continue to make profitable property disposals in the next 12 months.

These will enable the group to repay all third party creditors. Any remaining distributable profits will be available

to repay related party creditors.

On the basis of the above, the directors are confident that the group and company will have adequate resources

to continue in operational existence for the foreseeable future. For this reason they continue to adopt the going

concern basis in preparing the financial statements. Therefore, these financial statements do not include any

adjustments that would result if the going concern basis is inappropriate.

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary

undertakings drawn up to 31 March 2018.

Subsidiary undertakings are included using the acquisitions method of accounting. Under this method the group

profit and loss account includes the results of subsidiaries from the date of acquisition and to the date of sale

outside the group in the case of disposals of subsidiaries. The purchase consideration has been allocated to the

assets and liabilities on the basis of fair value at the date of acquisition.

Critical accounting judgements and key sources of estimation uncertainty

The group purchases, leases and sells properties and is subject to the sensitivity of the property market. As a

result it is necessary to consider the recoverability of the cost of stock and the associated provisioning required.

When calculating the stock provision, management considers the nature and condition of the properties, as well

as applying assumptions around anticipated saleability of finished goods.

Turnover

Turnover represents rents receivable, net of value added tax, and the consideration received or receivable on

the sale of properties. Rental income is accounted for in the period to which it relates. Sales of properties are

accounted for on legal completion.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of a business in 2010, is being amortised evenly over its estimated useful life of ten years.

Intangible assets

Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost

less any accumulated amortisation and any accumulated impairment losses.

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and

slow moving items.

Financial instruments

The company and group have chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial

instruments.

(i) Financial assets

Basic financial assets, including trade and other debtors and cash and bank balances, are initially recognised at

transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured

at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

There are no assets which are initially measured at fair value.

(ii) Financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies that

are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a

financing transaction, where the debt instrument is measured at the present value of the future receipts

discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of

business from suppliers. Accounts payable are classified as current liabilities if payment is due within one year

or less. If not, they are presented as non-current liabilities.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Profit and Loss

Account, except to the extent that it relates to items recognised in other comprehensive income or directly in

equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or

substantively enacted by the balance sheet date.

Deferred tax

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

balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from

those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws

that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal

of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they

will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Fixed asset investments

Fixed asset investments are stated at historical cost less provision for any diminution in value.

Debtors and creditors receivable/payable within one year

Debtors and creditors with no stated interest rate and receivable or payable within one year are recorded at

transaction price. Any losses arising from impairment are recognised in the profit and loss account in

administrative expenses.

Loans and borrowings

Loans and borrowings are initially recognised at the transaction price including transaction costs. Subsequently,

they are measured at amortised cost using the effective interest rate method, less impairment. If an arrangement

constitutes a finance transaction it is measured at present value.

4.	Operating profit/(loss)

The operating profit (2017 - operating loss) is stated after charging:

2018

2017

£

£

Goodwill amortisation

39,730

39,730

5.	Exceptional items

2018

2017

£

£

Waiver of interest payable

3,152,949

-

Release of consultancy accrual

900,000

-

6.

Taxation

Analysis of the tax charge

No liability to UK corporation tax arose for the year ended 31 March 2018 nor for the year ended 31 March 2017.

7.	Individual income statement

As permitted by Section 408 of the Companies Act 2006, the Income Statement of the parent company is not

presented as part of these financial statements.

8.	Intangible fixed assets

Group

Goodwill

£

Cost

At 1 April 2017

and 31 March 2018

397,300

Amortisation

At 1 April 2017

303,085

Charge for year

39,730

At 31 March 2018

342,815

Net book value

At 31 March 2018

54,485

At 31 March 2017

94,215

9.	Fixed asset investments

Company

Shares in

group

undertakings

£

Cost

At 1 April 2017

and 31 March 2018

351

Net book value

At 31 March 2018

351

At 31 March 2017

351

The group or the company's investments at the Balance Sheet date in the share capital of companies include the

following:

Subsidiary

George LB Limited

Registered office: United Kingdom

Nature of business: Property sales

%

Class of shares:

holding

Ordinary

100.00

10.

Debtors

Group

Company

2018

2017

2018

2017

£

£

£

£

Amounts falling due within one year:

Trade debtors

40,192

602,110

-

-

Other debtors

293,836

436,832

102,040

3,612,618

334,028

1,038,942

102,040

3,612,618

Amounts falling due after more than one

year:

Amounts owed by participating interests

-

-

3,129,272

4,631,230

Aggregate amounts

334,028

1,038,942

3,231,312

8,243,848

11.

Creditors: amounts falling due within one year

Group

Company

2018

2017

2018

2017

£

£

£

£

Bank loans and overdrafts

-

410,000

-

-

Trade creditors

2,102,952

2,703,319

(1

)

-

Other creditors

2,810,770

3,829,296

2,810,770

3,829,296

Accruals and deferred income

46,558

1,094,290

11,640

142,623

4,960,280

8,036,905

2,822,409

3,971,919

Creditors: amounts falling due within one year includes the following liabilities, on which security has been given

by the group/company:

Group

2018

2017

£

£

Bank loans and overdrafts

-

3,384,490

Other creditors

1,385,060

2,000,000

Accruals

2,208,119

1,414,969

3,593,179

6,799,459

Company

2018

2017

£

£

Other creditors

1,385,060

2,000,000

Accruals

2,208,119

1,414,969

3,593,179

3,414,969

Other creditors and accruals are secured by a fixed and floating charge over all the assets of the company.

12.

Creditors: amounts falling due after more than one year

Group

Company

2018

2017

2018

2017

£

£

£

£

Other creditors

3,840,290

6,238,779

3,840,309

6,238,798

13.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2018

2017

value:

£

£

2

Ordinary

£1

2

2

14.	Related party disclosures

The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The

Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party

transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the

financial statements.