Caseware UK (AP4) 2022.0.179 2022.0.179 2022-06-302022-06-3002021-07-01No description of principal activityfalse0falsetrueThe members have not required the company to obtain an audit in accordance with section 476 of the Companies Act 2006. 12482660 2021-07-01 2022-06-30 12482660 2020-07-01 2021-06-30 12482660 2022-06-30 12482660 2021-06-30 12482660 c:RestatedAmount 2020-07-01 2021-06-30 12482660 d:Director2 2021-07-01 2022-06-30 12482660 c:CurrentFinancialInstruments 2022-06-30 12482660 c:CurrentFinancialInstruments 2021-06-30 12482660 c:CurrentFinancialInstruments c:WithinOneYear 2022-06-30 12482660 c:CurrentFinancialInstruments c:WithinOneYear 2021-06-30 12482660 c:ShareCapital 2022-06-30 12482660 c:ShareCapital 2021-06-30 12482660 c:RetainedEarningsAccumulatedLosses 2022-06-30 12482660 c:RetainedEarningsAccumulatedLosses 2021-06-30 12482660 c:OtherDeferredTax 2022-06-30 12482660 c:OtherDeferredTax 2021-06-30 12482660 d:OrdinaryShareClass1 2021-07-01 2022-06-30 12482660 d:OrdinaryShareClass1 2022-06-30 12482660 d:OrdinaryShareClass1 2021-06-30 12482660 d:FRS102 2021-07-01 2022-06-30 12482660 d:Audited 2021-07-01 2022-06-30 12482660 d:FullAccounts 2021-07-01 2022-06-30 12482660 d:PrivateLimitedCompanyLtd 2021-07-01 2022-06-30 12482660 d:SmallCompaniesRegimeForAccounts 2021-07-01 2022-06-30 12482660 2 2021-07-01 2022-06-30 12482660 6 2021-07-01 2022-06-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 12482660









OVG MANCHESTER LIMITED







AUDITED

FINANCIAL STATEMENTS

INFORMATION FOR FILING WITH THE REGISTRAR

FOR THE YEAR ENDED 30 JUNE 2022

 
OVG MANCHESTER LIMITED
REGISTERED NUMBER: 12482660

BALANCE SHEET
AS AT 30 JUNE 2022

As restated
2022
2021
Note
£
£

Fixed assets
  

Investments
 5 
32,119,743
34,000,832

  
32,119,743
34,000,832

Current assets
  

Debtors: amounts falling due within one year
 6 
599,346
42,810

Cash at bank and in hand
 7 
8,385
-

  
607,731
42,810

Creditors: amounts falling due within one year
 8 
(30,690,880)
(33,974,529)

Net current liabilities
  
 
 
(30,083,149)
 
 
(33,931,719)

Total assets less current liabilities
  
2,036,594
69,113

Provisions for liabilities
  

Deferred tax
 9 
(228,745)
-

  
 
 
(228,745)
 
 
-

Net assets
  
1,807,849
69,113


Capital and reserves
  

Called up share capital 
 10 
1
1

Profit and loss account
  
1,807,848
69,112

  
1,807,849
69,113


Page 1

 
OVG MANCHESTER LIMITED
REGISTERED NUMBER: 12482660
    
BALANCE SHEET (CONTINUED)
AS AT 30 JUNE 2022

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 have been delivered in accordance with the provisions applicable to companies subject to the small companies regime.

The Company has opted not to file the statement of income and retained earnings in accordance with provisions applicable to companies subject to the small companies' regime.

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 3 November 2023.




F Leiweke-Bodie
Director

The notes on pages 3 to 11 form part of these financial statements.

Page 2

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

1.


General information

OVG Manchester Limited is a private company, limited by shares and is registered in England and Wales. The company’s registered number is 12482660 and the registered office address is 55 New Bond Street, London, W1S 1DG.

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 directors have carefully reviewed the future prospects of the company and its future cashflows.
The company has secured short-term loans from OVG Europe Limited, a company within the group, and OVG Europe Holdings Limited, the parent company, to finance its long-term investments. The directors have assessed the continuing availability of these loans combined with the expected future positive cash flows from their investments.
Having assessed this, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Relevant to this consideration is the fact that the company's ultimate parent entity has provided a letter of support that guarantees to provide the company and the companies mentioned above with financial support necessary to allow them to continue to trade as a going concern and meet their financial liabilities and obligations, incurred in the ordinary course of business, as they fall due for a period of not less than 12 months from the date of signing these financial statements.
Finanical support includes further cash funding and not calling in intercompany debts due on demand for the foreseeable future. Consequently the directors have reached the conclusion that the above companies will not seek repayment of the short-term loans within 12 months from the date of signing, and if they do, they can rely on the ultimate parent company for ongoing financial support.
For this reason the directors continue to adopt the going concern basis for the preparation of the financial statements.

Page 3

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Income and Retained Earnings within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

Page 4

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

 
2.6

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss 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.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.7

Valuation of investments

Investments are held at cost less impairment.
IInvestment loans are initially recognised at fair value and then subsequently measured at amortised cost over the life of the loan. 

 
2.8

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable representing loans to Joint Ventures and associates 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.

 
2.9

Cash and cash in hand

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

 
2.10

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.

Page 5

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

2.Accounting policies (continued)

 
2.11

Provisions for liabilities

Provisions are made where an event has taken place that gives the Company a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Company becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Balance Sheet.

 
2.12

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 ordinary shares.

The loan portion of the investment is measured at fair value at initial recognition and subsequently measured at amortised cost over the life of the loan.

Page 6

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Preparation of the financial statements requires management to make significant judgements and
estimates. The items in the financial statements where these judgements and estimates have been
made include:
Judgements
Investments - indicators of impairment
At each reporting date, Section 27 of FRS 102 requires management to assess whether there are any
factors which could indicate that the investments are impaired in value. This assessment requires the
exercise of judgement.
As at the reporting date, management considered that there were no impairtment indicators and therefore there is no requirement to re-assess the carrying value of investments.
Investment loans
The company has advanced funds with the legal form of a loan to a joint venture. Although the advance is nominally a loan it is intended to allow the joint venture to meet its ongoing capital requirements. In such situations a judgement is required as to whether the transaction effectively represents an investment, in which case it should be reflected as a fixed asset investment. Based on the facts in this scenario, the balance has been treated as an investment.
Assessment of loan interest
In accordance with the accounting policies above, at the inception of a loan, management have to
assess if the interest rate equates to a market rate of interest. If the interest rate is judged not to be a
market rate, then the carrying value of the loan is adjusted to reflect the net benefit or cost arising and
subsequently the loan interest is based on the estimated market rate interest and the adjusted loan
value.
Management’s judgement was that the interest rate applicable was below the market value, leading to the fair value of the loan being higher than the original cash investment. For further details on the fair value adjustment we refer you to note 5 Investments.  
Estimates
The financial statements do not include any material estimates.


4.


Employees

The company does not have any employees under contract (2021: nil). 

Page 7

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

5.


Investments





Investment in joint ventures
Loans to joint ventures
Total

£
£
£



Cost or valuation


At 1 July 2021 (as restated) - see note 11
13,775,388
20,225,444
34,000,832


Net repayment of loans
-
(2,196,722)
(2,196,722)


Unwinding of investment loan for market rate interest
-
315,633
315,633



At 30 June 2022
13,775,388
18,344,355
32,119,743






Net book value



At 30 June 2022
13,775,388
18,344,355
32,119,743



At 30 June 2021
13,775,388
20,225,444
34,000,832



6.


Debtors

As restated
2022
2021
£
£


Amounts owed by group undertakings
599,346
42,810

599,346
42,810



7.


Cash and cash equivalents

2022
2021
£
£

Cash at bank and in hand
8,385
-

8,385
-


Page 8

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

8.


Creditors: Amounts falling due within one year

2022
2021
£
£

Amounts owed to group undertakings
30,642,297
33,974,529

Other taxation and social security
48,583
-

30,690,880
33,974,529



9.


Deferred taxation




2022


£






Charged to profit or loss
(228,745)



At end of year
(228,745)

The deferred taxation balance is made up as follows:

2022
2021
£
£


Interest income accrued and not received
(228,745)
-

(228,745)
-


10.


Share capital

2022
2021
£
£
Allotted, called up and fully paid



1 (2021 -1) Ordinary share of £1.00
1
1


Page 9

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

11.


Prior year adjustment

The financial statements for the year ended 30 June 2021 have been restated.
The investments have been reclassified between equity investments and long term loans to more accurately reflect the accounting policy adopted whereby the interest on the loan portion of the investment is measured at market rate at initial recognition. The difference on the loan between the interest rate charged and the market rate has been treated as an additional capital contribution. The impact of the restatement of the financial statements is provided in the restated investment disclosure below resulting in an increase in investments of £26,302.


Investment in joint ventures
Loans to joint ventures
Total
        £
        £
        £
Cost or valuation

As at 1st July 2021

33,974,530

-

33,974,530
 
Reclassification

(23,355,474)

23,355,474

-
 
Capital contribution

3,156,332

(3,156,332)

-
 
Unwinding of investment loan for market rate interest

-

26,302

26,302
 
As at 1st July 2021 (as restated)

13,775,388

20,225,444

34,000,832
 

A further adjustment has been made for £42,810 to accurately reflect interest received from group undertakings during the period ended 30 June 2021, resulting in a total increase in retained profits of £69,112 and debtors of £42,810.


12.


Related party transactions

During the year company has engaged in transactions with a related party, by virtue of its shareholding in the parent company of that entity. The company invoiced the related party £1,008,000 (2021: £nil) for management services, of which there were no outstanding amounts at the balance sheet date.
Included within investments are loans held with joint ventures which are held at a fair value of £18,344,355 (2021 : £20,225,444). Included in this amount is accrued interest income of £872,168 (2021: £69,112).
The Company has taken advantage of the exemption in FRS 102 Section 33.1A to not disclose transactions with wholly owned group entities.


13.


Controlling party

The smallest group of which the Company is a member which draws up consolidated financial statements is that headed by OVG Holdings LLC. This is a company incorporated in the United States of America. The registered address is 11755 Wiltshire Boulevard, Los Angeles, California, 90025.


Page 10

 
OVG MANCHESTER LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 JUNE 2022

14.


Auditor's information

The auditor's report on the financial statements for the year ended 30 June 2022 was unqualified but drew attention by way of emphasis to the reliance on the financial  support provided by the ultimate parent company as disclosed in Note 2.2 of the financial statements.

The audit report was signed on 3 November 2023 by Peter Key (Senior Statutory Auditor) on behalf of CLA Evelyn Partners Limited.

 
Page 11