REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
BM MANCHESTER 2 LIMITED |
REGISTERED NUMBER: |
STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 APRIL 2024 |
FOR |
BM MANCHESTER 2 LIMITED |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
CONTENTS OF THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
Page |
Company Information | 1 |
Strategic Report | 2 |
Report of the Directors | 3 |
Report of the Independent Auditors | 4 |
Income Statement | 7 |
Other Comprehensive Income | 8 |
Balance Sheet | 9 |
Statement of Changes in Equity | 10 |
Notes to the Financial Statements | 11 |
BM MANCHESTER 2 LIMITED |
COMPANY INFORMATION |
FOR THE YEAR ENDED 30 APRIL 2024 |
DIRECTORS: |
REGISTERED OFFICE: |
REGISTERED NUMBER: |
AUDITORS: |
Statutory Auditors |
4th Floor |
Charles House |
108-110 Finchley Road |
London |
NW3 5JJ |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
STRATEGIC REPORT |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their strategic report 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. |
ON BEHALF OF THE BOARD: |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
REPORT OF THE DIRECTORS |
FOR THE YEAR ENDED 30 APRIL 2024 |
The directors present their report with the financial statements of the company for the year ended 30 April 2024. |
DIVIDENDS |
No dividends will be distributed for the year ended 30 April 2024. |
DIRECTORS |
The directors shown below have held office during the whole of the period from 1 May 2023 to the date of this report. |
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. |
STATEMENT OF DIRECTORS' RESPONSIBILITIES |
The directors are responsible for preparing the 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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 of the profit or loss of the company 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 transactions and disclose with reasonable accuracy at any time the financial position of the company 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 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 company'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 company's auditors are aware of that information. |
ON BEHALF OF THE BOARD: |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
BM MANCHESTER 2 LIMITED |
Opinion |
We have audited the financial statements of BM Manchester 2 Limited (the 'company') for the year ended 30 April 2024 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, 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 company's affairs as at 30 April 2024; |
- | 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 company 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 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 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 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 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 2 LIMITED |
Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of 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 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 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 2 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. |
for and on behalf of |
Statutory Auditors |
4th Floor |
Charles House |
108-110 Finchley Road |
London |
NW3 5JJ |
Note: |
Legislation in the United Kingdom governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
INCOME STATEMENT |
FOR THE YEAR ENDED 30 APRIL 2024 |
30.4.24 | 30.4.23 |
Notes | £ | £ |
TURNOVER |
OPERATING PROFIT and |
PROFIT BEFORE TAXATION |
Tax on profit | 4 |
PROFIT FOR THE FINANCIAL YEAR |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
OTHER COMPREHENSIVE INCOME |
FOR THE YEAR ENDED 30 APRIL 2024 |
30.4.24 | 30.4.23 |
Notes | £ | £ |
PROFIT FOR THE YEAR |
OTHER COMPREHENSIVE INCOME | - | - |
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
BALANCE SHEET |
30 APRIL 2024 |
30.4.24 | 30.4.23 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 5 |
CURRENT ASSETS |
Debtors | 6 |
CREDITORS |
Amounts falling due within one year | 7 |
NET CURRENT LIABILITIES | ( |
) | ( |
) |
TOTAL ASSETS LESS CURRENT LIABILITIES |
CAPITAL AND RESERVES |
Called up share capital | 8 |
SHAREHOLDERS' FUNDS |
The financial statements were approved by the Board of Directors and authorised for issue on |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
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 |
Changes in equity |
Balance at 30 April 2023 |
Changes in equity |
Balance at 30 April 2024 |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
NOTES TO THE FINANCIAL STATEMENTS |
FOR THE YEAR ENDED 30 APRIL 2024 |
1. | STATUTORY INFORMATION |
BM Manchester 2 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 |
Financial Reporting Standard 102 - reduced disclosure exemptions |
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": |
• | the requirements of Section 7 Statement of Cash Flows; |
• | the requirement of paragraph 3.17(d). |
Preparation of consolidated financial statements |
The financial statements contain information about BM Manchester 2 Limited as an individual company and do not contain consolidated financial information as the parent of a group. The company is exempt under Section 400 of the Companies Act 2006 from the requirements to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its ultimate UK parent, BM Manchester 1 Limited. The registered office of the ultimate UK parent is 4th Floor, Charles House, 108-110 Finchley Road, London, NW3 5JJ. |
Significant judgements and estimates |
In the application of the company'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 estimates have been made are included in the fixed asset investments note. |
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. |
Investments in subsidiaries |
Investments in subsidiaries are carried at cost less impairment. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the profit or loss. |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
2. | ACCOUNTING POLICIES - continued |
Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the 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. |
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. |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
2. | ACCOUNTING POLICIES - continued |
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. |
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. |
3. | EMPLOYEES AND DIRECTORS |
There were no staff costs for the year ended 30 April 2024 nor for the year ended 30 April 2023. |
The average number of employees during the year was NIL (2023 - NIL). |
30.4.24 | 30.4.23 |
£ | £ |
Directors' remuneration |
4. | TAXATION |
Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 30 April 2024 nor for the year ended 30 April 2023. |
5. | FIXED ASSET INVESTMENTS |
Shares in |
group |
undertakings |
£ |
COST |
At 1 May 2023 |
and 30 April 2024 |
NET BOOK VALUE |
At 30 April 2024 |
At 30 April 2023 |
6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.4.24 | 30.4.23 |
£ | £ |
Amounts owed by group undertakings |
7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
30.4.24 | 30.4.23 |
£ | £ |
Amounts owed to group undertakings |
BM MANCHESTER 2 LIMITED (REGISTERED NUMBER: 11993711) |
NOTES TO THE FINANCIAL STATEMENTS - continued |
FOR THE YEAR ENDED 30 APRIL 2024 |
8. | CALLED UP SHARE CAPITAL |
Allotted, issued and fully paid: |
Number: | Class: | Nominal | 30.4.24 | 30.4.23 |
value: | £ | £ |
Ordinary | £1 | 100 | 100 |
9. | RESERVES |
Retained |
earnings |
£ |
Profit for the year |
At 30 April 2024 |
Retained earnings account |
The retained earnings account represents cumulative profits and losses net of dividends and other adjustments. |
10. | RELATED PARTY DISCLOSURES |
Included in debtors falling due within one year is an amount of £500,000 (2023: £500,000) owed by group undertakings. |
Included in creditors due within one year is an amount of £43,878,435 (2023: £43,878,435) 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. |
11. | PARENT COMPANY |
The immediate parent company is BM Manchester 1 Limited, incorporated in England and Wales. |
BM Manchester 1 Limited is the smallest and largest group undertaking to prepare consolidated financial statements that include BM Manchester 2 Limited. The registered office of this company and the address the accounts are available from is 4th Floor, Charles House, 108-110 Finchley Road, London, NW3 5JJ. |
The ultimate parent company is Yianis Holdings TC Limited, incorporated in BVI. |
12. | SUBSIDIARIES |
The Company's subsidiary at 30 April 2024 was Blue Manchester Limited. The registered office of this company is 4th Floor, Charles House, 108-110 Finchley Road, London, NW3 5JJ. |