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REGISTERED NUMBER: 11990826 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024

FOR

BM MANCHESTER 1 LIMITED

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)






CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024




Page

Company Information 1

Group Strategic Report 2

Report of the Directors 5

Report of the Independent Auditors 7

Consolidated Income Statement 10

Consolidated Other Comprehensive Income 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 Cash Flow Statement 17

Notes to the Consolidated Financial Statements 18


BM MANCHESTER 1 LIMITED

COMPANY INFORMATION
FOR THE YEAR ENDED 30 APRIL 2024







DIRECTORS: C. Christou
L. Hadjiioannou





REGISTERED OFFICE: 4th Floor
Charles House
108-110 Finchley Road
London
NW3 5JJ





REGISTERED NUMBER: 11990826 (England and Wales)





AUDITORS: Numera Partners LLP
Statutory Auditors
4th Floor
Charles House
108-110 Finchley Road
London
NW3 5JJ

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their strategic report of the company and the group for the year ended 30 April 2024.

REVIEW OF BUSINESS
The principal activity of the company is that of a holding company. The subsidiary company Blue Manchester Limited's principal activity is the operation of a hotel via a management agreement with a third party operator.

The company's directors use a number of financial key performance indicators (KPl's) to assess the performance of Blue Manchester Limited's business, in particular the following:

2024 2023
Turnover £19.8m £17.8m
Operating profit / (loss) margin 0.8% (16.5%)

The turnover is 12%, higher than 2023. The business experienced year on year growth in turnover in the last few years and this has positively impacted our operating profits, marking a notable turnaround from the losses we faced last year.

In addition to the financial KPI's, the directors measure a range of non-financial KPI's such as:

Room occupancy, average daily rates and revenue per available room
Food & beverage covers and average spend
Employee satisfaction and turnover
Leading Quality Assurance scores

Overall, both our financial and non-financial performance for the year ended 30 April 2024, align with our management expectations, and we remain optimistic about our future growth prospects.

PRINCIPAL RISKS AND UNCERTAINTIES
Some risks are excluded because the management considers them not to be material to the group. Additionally there may be risks and uncertainties not presently known to the management team.

MARKET AND HOTEL INDUSTRY RISKS
The hotel operations and results are subject to a number of factors which could affect the business, many of which are common to the hotel industry and beyond the company's control such as a potential global economic downturn; changes in travel patterns; a potential increase in acts of terrorism and the impact of increasing political uncertainty. The impact of any of these factors (or a combination of them) may advisedly affect sustained levels of occupancy, room rates and/or hotel values, however the group tries to minimise the potential impact of these risks through its experienced hotel management team.

Although management seeks to identify risks at the earliest opportunity, many of these risks are beyond the control of the group. The group has in place recovery plans to enable it to respond to major incidents or crises and takes steps to minimise these exposures to the greatest extent possible.

BORROWINGS
To mitigate against risks the management team meets regularly to review the financial performance of the hotel together with the company's financial commitments.

The group has successfully entered into a new 5 year loan agreement which commenced in December 2024, following our fiscal year-end of April 2024.

We have chosen to work with the same bank for this new loan, reflecting the strong relationship we have built and the trust and faith the bank has in our financial performance. This agreement not only strengthens our financial standing but also provides us with the necessary resources to invest in our future initiatives and drive our business forward.


BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024

FIXED OPERATING EXPENSES
The group's operating expenses such as personnel costs, operating leases, information technology and telecommunications are to a large extent fixed. As such, operating results may be vulnerable to short-term changes in revenues.

The group has appropriate management systems in place such as staff outsourcing designed to create flexibility in operating cost base so as to optimise operating profits in volatile trading conditions.

KEY SENIOR PERSONNEL AND MANAGEMENT
The success of the group's business is partially attributable to the efforts and abilities of its senior managers.

The group has appropriate systems in place for recruitment, reward and compensation and performance management. Development and maintenance of the group's culture also plays a leading role in minimising risk.

The key senior management in the hotel is provided by the hotel operator and therefore there is a pool of staff available should key personnel leave.

In addition, the group's internal asset management team possess the skill set to cover any of its investment strategies.

SECTION 172(1) STATEMENT
With regard to the stakeholders and matters set out in s172(1)(a-f) of the Act, the directors consider both individually and collectively that they have acted in good faith and in a manner likely to promote the success of the Company for the benefit of its members.

The Company considers that the primary stakeholder groups that have been impacted by its business activities and decisions, include its employees, customers, lenders, and suppliers and it recognise the importance of the stakeholders in the success of the business.

We aim to be a responsible employer and engage with our employees as they are fundamental to the success of the Company and the Group. Meetings are held with employees to ensure that the Group is able to support their career objectives and manage performance.

Customer experience is imperative to driving the success of the business. To ensure we meet those customer needs the Group regularly engages with guests to ensure that we continue to strive in the market by providing a level of service beyond customer expectations.

The Group engages with suppliers on a regular basis to ensure a smooth, reliable and cost-effective supplier chain to meet the needs of the business. Supplier payment terms are negotiated at the outset and are adhered to, helping to ensure that they are able to meet their liquidity requirements.

Key decisions are considered to be health and safety, business development, capital expenditure, appointment of key personnel and financing strategy.

Maintaining the highest standards of health and safety is important to the directors and subsequently they have appointed an international hotel operator to manage and minimalised risk by tried and tested system of policies and procedures which are governed by their own brand standards and local regulatory requirements.

DISABLED PERSONS
The group gives every consideration to applications from disabled persons where the requirements of the job may be adequately fulfilled by a disabled person.

Where existing employees become disabled, it is group policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion wherever appropriate.

EMPLOYEE INVOLVEMENT
The group places considerable value of the involvement of its employees and has continued to keep them informed on matters affecting directly and indirectly. This is achieved through formal and informal meetings. There have been no specific changes to employment procedures during the financial year.


BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2024


STATEMENT ON ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS IN A BUSINESS RELATIONSHIP WITH THE COMPANY
Details on how the company and the group has fostered relationships with suppliers, customers and others can be found within the Section 172(1) statement on page 3.

ON BEHALF OF THE BOARD:





L. Hadjiioannou - Director


29 January 2025

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2024

The directors present their report with the financial statements of the company and the group for the year ended 30 April 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30 April 2024.

FUTURE DEVELOPMENTS
The management team have implemented policies to ensure that profit margins are maintained as far as possible and the directors are optimistic about our medium-term prospects, supported by a consistent rise in turnover over the past few years. The directors are considering the future arrangement for the management of the hotel.

DIRECTORS
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report.

C. Christou
L. Hadjiioannou

FINANCIAL INSTRUMENTS
Information on financial instruments and other risks is set out below:

Treasury activities take place under procedures and policies monitored by the directors. They are designed to minimise the financial risks faced by the group which primarily arise from interest rate, currency, credit and liquidity risks. It is not the policy of the group to enter into speculative transactions.

FINANCIAL INSTRUMENTS - RISK MANAGEMENT
The most significant treasury exposures faced by the group are managing interest rate and currency positions. Treasury policies are in place for managing each of these exposures including the type and use of financial instruments.

Following our loan renewal, the company successfully entered into a 100% SWAP hedging deal. This strategic decision is designed to shield our business from any uncertain market movements that could lead to unforeseen interest hikes.

By implementing this SWAP agreement, we aim to stabilise our financial outlook and ensure that we can effectively manage our cash flow amidst fluctuating interest rates. This proactive approach will allow us to focus on our core operations without the added concern of market volatility affecting our loan obligations.

The group has no financial instruments to hedge foreign exchange exposure.

The group does not enter into derivative transactions.

The fair values of the receivables, payables and cash balances in the accounts approximate their book value.

The main financial risks faced by the group are funding risk and credit risk. As with any business there remains uncertainty and risk about the ability of the group to achieve its business objectives within its current funding. The director continually reviews the funding status of the group and its exposure to liquidity risk.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
As permitted by the Companies Act 2006, the company has indemnified the directors in respect of proceedings brought by third parties.

STREAMLINED ENERGY AND CARBON REPORTING
Blue Manchester Limited
The hotel's energy consumption derives from the following fuel types noting that there is no consumption of fuel for the purpose of transport.

Emissions 2024 Consumption Equiv greenhouse emissions tonnes
Electricity 2024 4,259,927 kWh 823 CO2e
Gas Consumption 2024 5,932,213 kWh 1,087 CO2e
Total 10,192,140 kWh 1,910 CO2e

The hotel has reported all of emission sources under Companies Act 2006. Reporting of calculated emissions is in line with GHG protocol Corporate Accounting and Reporting Standard and emission factors from the UK Government GHG Conversion Factors for Company Reporting 2023.

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

REPORT OF THE DIRECTORS
FOR THE YEAR ENDED 30 APRIL 2024


Intensity ratio
The hotel has chosen to use tonnes of CO2e per £m of turnover for its intensity ratio.

Intensity Measure CO2e Emissions Measure Intensity ratio
Tonnes CO2e per £m turnover
2024

1,910

19,825m

0.010

Methodology
The hotel has taken guidance from the the UK Government Environmental Reporting Guidelines.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Group Strategic Report, 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;
- 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 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.

ON BEHALF OF THE BOARD:





L. Hadjiioannou - Director


29 January 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BM MANCHESTER 1 LIMITED

Opinion
We have audited the financial statements of BM Manchester 1 Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2024 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, 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 30 April 2024 and of the group's loss 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
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and 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 this gives rise to a material misstatement in the financial statements themselves. 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.

Opinions 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BM MANCHESTER 1 LIMITED


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 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.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities, 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

We consider that our procedures are highly capable of detecting irregularities, including fraud. The engagement team collectively have the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations.

During the planning of the audit, discussions were held with key entity staff to ensure;
- an understanding of the legal and regulatory framework,
- the entity's policies and procedures on compliance with laws and regulations,
- the entity's policies and procedures on fraud risk including knowledge of any actual, suspected or alleged fraud.

Audit procedures to detect material misstatements in respect of irregularities are outlined below:
- Enquiry of management, those charged with governance and the entity's solicitors around actual and potential litigation and claims.
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.
- Auditing the risk of management override of controls, including sample testing on the posting of journals and reviewing accounting estimates for bias.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the Financial Statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations.

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.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BM MANCHESTER 1 LIMITED


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.




Giles Cohen (Senior Statutory Auditor)
for and on behalf of Numera Partners LLP
Statutory Auditors
4th Floor
Charles House
108-110 Finchley Road
London
NW3 5JJ

29 January 2025

Note:
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions.

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

CONSOLIDATED
INCOME STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024

30.4.24 30.4.23
Notes £    £   

TURNOVER 3 19,825,439 17,751,074

Cost of sales 1,795,707 1,433,877
GROSS PROFIT 18,029,732 16,317,197

Administrative expenses 18,376,877 19,259,783
(347,145 ) (2,942,586 )

Other operating income 510,295 28,874
OPERATING PROFIT/(LOSS) 5 163,150 (2,913,712 )


Interest payable and similar expenses 7 1,206,948 1,075,303
LOSS BEFORE TAXATION (1,043,798 ) (3,989,015 )

Tax on loss 8 66,556 132,177
LOSS FOR THE FINANCIAL YEAR (1,110,354 ) (4,121,192 )
Loss attributable to:
Owners of the parent (1,110,354 ) (4,121,192 )

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

CONSOLIDATED
OTHER COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2024

30.4.24 30.4.23
Notes £    £   

LOSS FOR THE YEAR (1,110,354 ) (4,121,192 )


OTHER COMPREHENSIVE INCOME
Property revaluation 693,358 495,091
Income tax relating to other comprehensive income (40,364 ) 7,594
OTHER COMPREHENSIVE INCOME FOR
THE YEAR, NET OF INCOME TAX

652,994

502,685
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR

(457,360

)

(3,618,507

)

Total comprehensive loss attributable to:
Owners of the parent (457,360 ) (3,618,507 )

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

CONSOLIDATED BALANCE SHEET
30 APRIL 2024

30.4.24 30.4.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 (1,221,042 ) (1,233,895 )
Tangible assets 11 101,500,000 101,500,000
Investments 12 - -
100,278,958 100,266,105

CURRENT ASSETS
Stocks 13 49,876 51,074
Debtors 14 1,983,513 2,384,583
Cash at bank and in hand 6,508,438 6,742,960
8,541,827 9,178,617
CREDITORS
Amounts falling due within one year 15 107,999,643 61,750,580
NET CURRENT LIABILITIES (99,457,816 ) (52,571,963 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

821,142

47,694,142

CREDITORS
Amounts falling due after more than one year 16 - (46,522,560 )

PROVISIONS FOR LIABILITIES 19 (9,189,874 ) (9,082,954 )
NET LIABILITIES (8,368,732 ) (7,911,372 )

CAPITAL AND RESERVES
Called up share capital 20 100 100
Revaluation reserve 21 529,957 146,847
Retained earnings 21 (8,898,789 ) (8,058,319 )
SHAREHOLDERS' FUNDS (8,368,732 ) (7,911,372 )

The financial statements were approved by the Board of Directors and authorised for issue on 29 January 2025 and were signed on its behalf by:





L. Hadjiioannou - Director


BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

COMPANY BALANCE SHEET
30 APRIL 2024

30.4.24 30.4.23
Notes £    £    £    £   
FIXED ASSETS
Intangible assets 10 - -
Tangible assets 11 - -
Investments 12 100 100
100 100

CURRENT ASSETS
Debtors 14 43,878,435 43,878,435

CREDITORS
Amounts falling due within one year 15 43,878,435 43,878,435
NET CURRENT LIABILITIES - -
TOTAL ASSETS LESS CURRENT
LIABILITIES

100

100

CAPITAL AND RESERVES
Called up share capital 20 100 100
SHAREHOLDERS' FUNDS 100 100

Company's profit for the financial year - -

The financial statements were approved by the Board of Directors and authorised for issue on 29 January 2025 and were signed on its behalf by:





L. Hadjiioannou - Director


BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024

Called up
share Retained Revaluation Total
capital earnings reserve equity
£    £    £    £   
Balance at 1 May 2022 100 (4,204,521 ) (88,444 ) (4,292,865 )

Changes in equity
Deficit for the year - (4,121,192 ) - (4,121,192 )
Other comprehensive income - - 502,685 502,685
Total comprehensive loss - (4,121,192 ) 502,685 (3,618,507 )
Reserves transfer - 267,394 (267,394 ) -
Balance at 30 April 2023 100 (8,058,319 ) 146,847 (7,911,372 )

Changes in equity
Deficit for the year - (1,110,354 ) - (1,110,354 )
Other comprehensive income - - 652,994 652,994
Total comprehensive loss - (1,110,354 ) 652,994 (457,360 )
Reserves transfer - 269,884 (269,884 ) -
Balance at 30 April 2024 100 (8,898,789 ) 529,957 (8,368,732 )

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1 May 2022 100 - 100

Changes in equity
Balance at 30 April 2023 100 - 100

Changes in equity
Balance at 30 April 2024 100 - 100

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024

30.4.24 30.4.23
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 908,655 (1,965,597 )
Interest paid (1,206,948 ) (1,075,303 )
Net cash from operating activities (298,293 ) (3,040,900 )

Cash flows from investing activities
Purchase of tangible fixed assets (101,362 ) (347,015 )
Net cash from investing activities (101,362 ) (347,015 )

Cash flows from financing activities
Bank loan movement 117,759 (3,330,000 )
Intercompany loan movement 47,374 8,057,842
Net cash from financing activities 165,133 4,727,842

(Decrease)/increase in cash and cash equivalents (234,522 ) 1,339,927
Cash and cash equivalents at beginning of year 2 6,742,960 5,403,033

Cash and cash equivalents at end of year 2 6,508,438 6,742,960

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 APRIL 2024

1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

30.4.24 30.4.23
£    £   
Loss before taxation (1,043,798 ) (3,989,015 )
Depreciation charges 781,868 829,253
Finance costs 1,206,948 1,075,303
945,018 (2,084,459 )
Decrease in stocks 1,198 21,566
Decrease/(increase) in trade and other debtors 401,070 (1,226,665 )
(Decrease)/increase in trade and other creditors (438,631 ) 1,323,961
Cash generated from operations 908,655 (1,965,597 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30 April 2024
30.4.24 1.5.23
£    £   
Cash and cash equivalents 6,508,438 6,742,960
Year ended 30 April 2023
30.4.23 1.5.22
£    £   
Cash and cash equivalents 6,742,960 5,403,033


3. ANALYSIS OF CHANGES IN NET DEBT

At 1.5.23 Cash flow At 30.4.24
£    £    £   
Net cash
Cash at bank and in hand 6,742,960 (234,522 ) 6,508,438
6,742,960 (234,522 ) 6,508,438
Debt
Debts falling due within 1 year - (46,640,319 ) (46,640,319 )
Debts falling due after 1 year (46,522,560 ) 46,522,560 -
(46,522,560 ) (117,759 ) (46,640,319 )
Total (39,779,600 ) (352,281 ) (40,131,881 )

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2024

1. STATUTORY INFORMATION

BM Manchester 1 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 Company Information page. The company's principle place of business is Canary Riverside, 50 Westferry Circus, Canary Wharf, London, E14 8RR.

The presentation currency of the financial statements is the Pound Sterling (£) and rounded to the nearest £.

2. 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 UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention as modified by the revaluation of certain assets.

The Company has taken advantage of FRS 102 exemption from preparing a company statement of cash flows, on the basis that it is a qualifying entity and the Group statement of cash flows, included in these financial statements, includes the Company's cash flows.

Basis of consolidation
The consolidated financial statements of the group include the financial statements of the company and its direct and indirect subsidiary undertakings made up to 30 April 2024. The results of subsidiaries acquired are included in the consolidated profit and loss account from the date control passes. Intra group sales and profits are eliminated fully on consolidation.

Significant judgements and estimates
In the application of the group's accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The items in the financial statements where these judgements and estimate have been made are included in the tangible fixed asset note.

The group reviews on an annual basis the carrying amount of tangible assets in order to determine if there is an indication of impairment. If any such indication exists, an impairment review is carried out in order to determine the extent of the impairment loss.

Valuation of debtors is based upon ongoing assessments of the probable estimated losses inherent in the trade and other debtors portfolio. Assessments are conducted by the board employing a methodology and guidelines, which are continually monitored and improved. The primary component of this methodology comprises specific allowances and collective allowances.

A debtor is subject to impairment test when valid indications exist, at the assessment date, which demonstrate that the customer will not be able to meet his obligations and/or when the flow of receipts decelerates over time. Usually such indications include failure of communication with the customers and indications of significant financial difficulty.

Amounts individually provided for concern claims evaluated individually for impairment based upon management's best estimate of the present value of the cash flows which are expected to be received.

The accuracy of provisions depends on the accuracy of future cash flows or specific allowances and the model assumptions and parameters used in determining collective allowances. While this necessarily involves judgement, management believe that their provisions are reasonable and supportable.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and the future periods where the revision affects both the current and future periods.

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

2. ACCOUNTING POLICIES - continued

Turnover
Turnover represents net invoiced sales of goods and services, excluding value added tax.

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Goodwill
Negative goodwill in connection with the acquisition of a business in 2019 is being amortised evenly over its estimated useful life of 100 years.

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Long leasehold - 0.5% on cost
Fixtures and fittings - 25% on reducing balance

Leasehold properties are classified as operational properties when they are used by the company's business as opposed to being held primarily for rental income. Operational properties are revalued to fair value on a regular basis.

Subsequent expenditure is included in the carrying amount of the property when it is probable that future economic benefit associated with the item will flow to the company and the cost of the item can be measured reliably. All other repairs and maintenance costs are charged to the profit and loss account during the financial period in which they are incurred.

In accordance with Financial Reporting Standard 102 (FRS 102), operational properties are revalued and the surplus or deficit is transferred to the revaluation reserves. Depreciation is provided in respect of operational properties. Deferred tax is provided on these gains at the rate expected to apply when the property is sold.

Valuing the properties in the portfolio is a significant task and there are some subjectivities involved in the process. Not all accounting policies require management to make subjective or complex judgements or estimates. The following is intended to provide further detail relating to this accounting policy that management consider critical because of the level of complexity, judgement or estimation involved in its application and its impact on the financial statements.

Where possible the company obtains external valuations, however this is not considered practical or cost effective for the entire group's property portfolio. Accordingly, the balance of properties, after review by the directors, are valued by the company's own in house surveying team as at 30 April 2024. The in house surveying team use comparable data where available, such as sales prices, rental incomes and market yield information to establish the fair value at the balance sheet date.

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

Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Consolidated Income Statement, 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.

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

2. ACCOUNTING POLICIES - continued

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Financial instruments
The company has elected to apply the provisions of section 11 'basic financial instruments' and section 12 'other financial instruments issues' of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the company's balance sheet when the company becomes party to contractual provisions of the instruments.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets
Basic financial instruments, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

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

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

Fixed asset investments
Investments in subsidiaries are carried at cost less impairment.

Related parties
The company has taken advantage of FRS 102, Section 33.1A, for the disclosure of transactions entered into between two or more members of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member. Amounts owed to and from group companies are therefore shown in aggregate.

Going concern
The directors have considered the company's performance as well as forecasts and projections for the next 12 months from the date of this report and have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The company therefore continues to prepare its financial statements on a going concern basis.

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

3. TURNOVER

100% of turnover relates to the operation of a hotel in the United Kingdom.

4. EMPLOYEES AND DIRECTORS
30.4.24 30.4.23
£    £   
Wages and salaries 7,140,467 6,010,664

The average number of employees during the year was as follows:
30.4.24 30.4.23

Operational 323 252
Administration 32 28
355 280

The average number of employees by undertakings that were proportionately consolidated during the year was 355 (2023 - 280 ) .

Included within wages and salaries are social security costs amounting to £540,642 (2023: £460,067).

The company operated a defined contribution pension scheme for the benefit of its employees. The costs of the scheme are recognised in the period in which contributions are payable and total £123,364 (2023: £104,757) for the period under review.

30.4.24 30.4.23
£    £   
Directors' remuneration - -

5. OPERATING PROFIT/(LOSS)

The operating profit (2023 - operating loss) is stated after charging/(crediting):

30.4.24 30.4.23
£    £   
Hire of plant and machinery 46,894 63,166
Depreciation - owned assets 794,721 845,075
Goodwill amortisation (12,853 ) (12,853 )

6. AUDITORS' REMUNERATION

Amounts paid to the Group's auditors in respect of the audit of a subsidiary company was £35,096 (2023: £35,000)

7. INTEREST PAYABLE AND SIMILAR EXPENSES
30.4.24 30.4.23
£    £   
Bank loan interest 1,206,948 1,075,303

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

8. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
30.4.24 30.4.23
£    £   
Deferred tax 66,556 132,177
Tax on loss 66,556 132,177

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

30.4.24 30.4.23
£    £   
Loss before tax (1,043,798 ) (3,989,015 )
Loss multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 25
%)

(260,950

)

(997,254

)

Effects of:
Capital allowances in excess of depreciation - (27,860 )
Depreciation in excess of capital allowances 62,338 -
Group relief 198,612 1,025,114
Deferred tax on accelerated capital allowances 66,556 132,177
Total tax charge 66,556 132,177

Tax effects relating to effects of other comprehensive income

30.4.24
Gross Tax Net
£    £    £   
Property revaluation 693,358 (40,364 ) 652,994

30.4.23
Gross Tax Net
£    £    £   
Property revaluation 495,091 7,594 502,685

9. 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.


BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

10. INTANGIBLE FIXED ASSETS

Group
Goodwill
£   
COST
At 1 May 2023
and 30 April 2024 (1,285,307 )
AMORTISATION
At 1 May 2023 (51,412 )
Amortisation for year (12,853 )
At 30 April 2024 (64,265 )
NET BOOK VALUE
At 30 April 2024 (1,221,042 )
At 30 April 2023 (1,233,895 )

11. TANGIBLE FIXED ASSETS

Group
Fixtures
Long and
leasehold fittings Totals
£    £    £   
COST OR VALUATION
At 1 May 2023 102,484,792 2,097,379 104,582,171
Additions - 101,362 101,362
Revaluations 693,359 - 693,359
At 30 April 2024 103,178,151 2,198,741 105,376,892
DEPRECIATION
At 1 May 2023 1,934,711 1,147,460 3,082,171
Charge for year 528,435 266,286 794,721
At 30 April 2024 2,463,146 1,413,746 3,876,892
NET BOOK VALUE
At 30 April 2024 100,715,005 784,995 101,500,000
At 30 April 2023 100,550,081 949,919 101,500,000

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

11. TANGIBLE FIXED ASSETS - continued

Group

Cost or valuation at 30 April 2024 is represented by:

Fixtures
Long and
leasehold fittings Totals
£    £    £   
Valuation in 2020 187,235 - 187,235
Valuation in 2021 593,482 - 593,482
Valuation in 2022 1,962,093 - 1,962,093
Valuation in 2023 498,060 - 498,060
Valuation in 2024 693,359 - 693,359
Cost 99,243,922 2,198,741 101,442,663
103,178,151 2,198,741 105,376,892

If long leasehold had not been revalued it would have been included at the following historical cost:

30.4.24 30.4.23
£    £   
Cost 99,243,922 99,243,922

Long leasehold property to the sum of £100,715,005 is included at fair value being valued by the director.

The company after review by the directors, uses valuations performed by its own in house surveying team and external valuations where appropriate to value its own operational property as at 30 April 2024.

The assumptions relevant to the valuation of operational property are outlined in Note 2 above.

12. FIXED ASSET INVESTMENTS

Company
Shares in
group
undertakings
£   
COST
At 1 May 2023
and 30 April 2024 100
NET BOOK VALUE
At 30 April 2024 100
At 30 April 2023 100


13. STOCKS

Group
30.4.24 30.4.23
£    £   
Stocks 49,876 51,074

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

14. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.4.24 30.4.23 30.4.24 30.4.23
£    £    £    £   
Trade debtors 790,253 761,219 - -
Other debtors 513,869 813,142 - -
Amounts owed by group undertakings - - 43,878,435 43,878,435
Prepayments 679,391 810,222 - -
1,983,513 2,384,583 43,878,435 43,878,435

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
30.4.24 30.4.23 30.4.24 30.4.23
£    £    £    £   
Bank loans and overdrafts (see note 17) 46,640,319 - - -
Trade creditors 1,342,112 1,392,255 - -
Amounts owed to group undertakings 56,500,746 56,453,371 43,878,435 43,878,435
Social security and other taxes 166,842 151,959 - -
VAT 695,102 711,202 - -
Other creditors 193,424 49,843 - -
Advanced deposits 406,952 288,938 - -
Accrued expenses 2,054,146 2,703,012 - -
107,999,643 61,750,580 43,878,435 43,878,435

16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group
30.4.24 30.4.23
£    £   
Bank loans (see note 17) - 46,522,560

17. LOANS

An analysis of the maturity of loans is given below:

Group
30.4.24 30.4.23
£    £   
Amounts falling due within one year or on demand:
Bank loans 46,640,319 -
Amounts falling due between one and two years:
Bank loans - 1-2 years - 46,522,560

A bank loan was taken out by a group company in July 2019 with a term of 5 years. The bank loan is repayable on the termination date of the loan. Interest is charged at 2.35% above SONIA.

The bank loan was refinanced in December 2024.

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

18. SECURED DEBTS

The following secured debts are included within creditors:

Group
30.4.24 30.4.23
£    £   
Bank loans 46,640,319 46,522,560

Bank loans are secured by way of mortgage debentures, floating charges and legal charges over the assets of the company.

19. PROVISIONS FOR LIABILITIES

Group
30.4.24 30.4.23
£    £   
Deferred tax 9,189,874 9,082,954

Group
Deferred
tax
£   
Balance at 1 May 2023 9,082,954
Provided during year 106,920
Balance at 30 April 2024 9,189,874

Included in deferred tax is £9,347,469 (2023 £9,307,105) relating to revaluation of the long leasehold property. The remaining deferred tax relates to accelerated capital allowances.

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 30.4.24 30.4.23
value: £    £   
100 Ordinary 1 100 100

21. RESERVES

Group
Retained Revaluation
earnings reserve Totals
£    £    £   

At 1 May 2023 (8,058,319 ) 146,847 (7,911,472 )
Deficit for the year (1,110,354 ) (1,110,354 )
Revaluation in the year - 693,358 693,358
Deferred tax - (40,364 ) (40,364 )
Reserves transfer 269,884 (269,884 ) -
At 30 April 2024 (8,898,789 ) 529,957 (8,368,832 )

BM MANCHESTER 1 LIMITED (REGISTERED NUMBER: 11990826)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
FOR THE YEAR ENDED 30 APRIL 2024

21. RESERVES - continued

Company
Retained
earnings
£   

Profit for the year -
At 30 April 2024 -

Retained earning account
The retained earnings account represents cumulative profits and losses net of dividends and other adjustments.

Revaluation reserve
The revaluation reserve account represents the fair value gains in the carrying value of assets held by the company. Amounts held in the reserve are non-distributable.

22. CONTINGENT LIABILITIES

A group company is part of an omnibus guarantee and set off agreement for securing all monies due or to become due from certain group companies which at 30 April 2024 amounted to £163.35m (30 April 2023: £163.35m).

23. RELATED PARTY DISCLOSURES

Included within creditors due within one year is an amount of £56,500,746 (2023: £56,453,371) owed to
group undertakings.

Amounts outstanding between group companies arise by virtue of financing transactions. These amounts are unsecured, interest free, and due within one year.

24. PARENT COMPANY

The immediate and ultimate parent company is Yianis Holdings TC Limited, incorporated in BVI.

25. SUBSIDIARIES

The Company's subsidiaries at 30 April 2024 are as follows:
Blue Manchester Limited
BM Manchester 2 Limited

All of the subsidiaries are included in the consolidated financial statements.

The registered office for all of the subsidiaries is 4th Floor Charles House, 108-110 Finchley Road, London, NW3 5JJ.