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REGISTERED NUMBER: SC635385 (Scotland)















Strategic Report, Report of the Directors and

Audited Financial Statements for the Year Ended 31 March 2024

for

Black Sheep Management Services Limited

Black Sheep Management Services Limited (Registered number: SC635385)






Contents of the Financial Statements
for the Year Ended 31 March 2024




Page

Company Information 1

Strategic Report 2

Report of the Directors 3

Report of the Independent Auditors 5

Income Statement 9

Other Comprehensive Income 10

Balance Sheet 11

Statement of Changes in Equity 12

Notes to the Financial Statements 13


Black Sheep Management Services Limited

Company Information
for the Year Ended 31 March 2024







DIRECTORS: Mrs S Machado
Mr R M Machado





SECRETARY: Mrs S Machado





REGISTERED OFFICE: Tom-an-Oir
Invergarry
Inverness-shire
PH35 4HR





REGISTERED NUMBER: SC635385 (Scotland)





AUDITORS: KNAV, Statutory Auditor
Ground Floor
Hygeia Building
66-68 College Road
Harrow
Middlesex
HA1 1BE

Black Sheep Management Services Limited (Registered number: SC635385)

Strategic Report
for the Year Ended 31 March 2024

The directors present their strategic report for the year ended 31 March 2024.

REVIEW OF BUSINESS
Overall, the revenue increased to £6,778,544 (2023 - 5,481,580) and the company made a loss for the
year of £359,773 (2023 - loss £916,708).

PRINCIPAL RISKS AND UNCERTAINTIES
The Directors have carried out a robust assessment of the principal risks facing the Company, including those that would threaten its brand and reputation, delivery of its strategy or the physical assets it manages, people of systems

This is carried out under a risk management framework including internal controls to protect our business as far as reasonably possible against known and emerging risks and a periodic review of those controls to reduce the risk of failing to achieve our business objectives.

Additional risks and uncertainties, not presently known to management or deemed less material currently, may also have an adverse effect on the business. Further, the exposure to each risk will evolve as we take mitigating actions, or as new risks emerge. The risks set out below provide a summary of the position at the date of the annual report.

Liquidity risk
The Company maintains sufficient funds and generates cash from operations to meet working capital requirements. The Company regularly undertakes regular cash flow forecasting in order to ensure working capital requirements are met. Further support is available, should it be required from the parent entity, Mars Hospitality (UK) Limited.

Regulatory risk
There are a number of regulations the company has to follow, in order to be able to operate. The Company has robust policies and procedures in place which ensures adherence of these regulations and ensures that its keeps up to date with any changes in the regulations.

Going Concern
The company made a loss during the year , however, it was in a net asset position at the year end. The directors of the company are confident in the long term prospects of the company. Furthermore, the parent company, Mars Hospitality (UK) Limited, has confirmed that if required, it will provide financial and operating support to enable the company to continue trading and meeting its liabilities as they fall due.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for the period for at least 12 months from the approval of the financial statements and therefore have prepared the financial statements on going concern basis.

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:





Mrs S Machado - Director


28 February 2025

Black Sheep Management Services Limited (Registered number: SC635385)

Report of the Directors
for the Year Ended 31 March 2024

The directors present their report with the financial statements of the company for the year ended 31 March 2024.

PRINCIPAL ACTIVITIES
The principal activities of the company in the year under review were those of operating the hotel accommodations owned by the Mars Group

DIVIDENDS
The Company's financial results have been discussed in the Strategic Report. During the year a dividend payment of £200,000 (2023 - £200,000) has been paid on preference shares. The total dividend payable on the preference shares (excluding the effective interest rate) was £200,000 (2023 - £200,000), equivalent to 2.5% of share costs. No further dividends were declared for the year ended 31 March 2024.. The additional interest charged of £38,042 (2023: £36,621) relates to the differential between the dividend rate and effective interest rate.

No dividends were distributed for the year ended 31st March 2024 on the ordinary shares (2023:nil).

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

Mrs S Machado
Mr R M Machado

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). 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;
-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 or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Black Sheep Management Services Limited (Registered number: SC635385)

Report of the Directors
for the Year Ended 31 March 2024


AUDITORS
The auditors, KNAV, Statutory Auditor, will be proposed for re-appointment at the forthcoming Annual General Meeting.

APPROVED BY THE BOARD AND SIGNED ON ITS BEHALF:





Mrs S Machado - Director


28 February 2025

Report of the Independent Auditors to the Members of
Black Sheep Management Services Limited

Opinion
We have audited the financial statements of Black Sheep Management Services Limited (the 'company') for the year ended 31 March 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 31 March 2024 and of its 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 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
Black Sheep Management Services 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 set out on page three, 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.

Report of the Independent Auditors to the Members of
Black Sheep Management Services Limited


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:

We design our procedures so as to obtain sufficient appropriate audit evidence that the financial statements are not materially misstated due to non-compliance with laws and regulations or due to fraud or error.

We are not responsible for preventing non-compliance and cannot be expected to detect noncompliance with all laws and regulations - this responsibility lies with management with the oversight of the Directors.

Based on our understanding of the Company and industry, discussions with management, we identified Companies Act 2006, Financial Reporting Standard 102 Section 1A and UK taxation legislation as having a direct effect on the amounts and disclosures in the financial statements.

As part of the engagement team discussion about how and where the Company's financial statements may be materially misstated due to fraud, we did not identify any areas with an increased risk of fraud.

Our audit procedures included:
- enquiry of management about the Company's policies, procedures and related controls regarding compliance with laws and regulations and if there are any known instances of non-compliance;
- examining supporting documents for all material balances, transactions and disclosures;
- evaluation of the selection and application of accounting policies related to subjective measurements and complex transactions;
- testing the appropriateness of journal entries recorded in the general ledger and other adjustments made in the preparation of the financial statements;
- review of accounting estimates for biases.

Owing to the inherent limitations of an audit, there is an unavoidable risk that some material misstatements of the financial statements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK).

The potential effects of inherent limitations are particularly significant in the case of misstatement resulting from fraud because fraud may involve sophisticated and carefully organized schemes designed to conceal it, including deliberate failure to record transactions, collusion or intentional misrepresentations being made to us.

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
Black Sheep Management Services 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.




Bhavita Shah ACA (Senior Statutory Auditor)
for and on behalf of KNAV, Statutory Auditor
Ground Floor
Hygeia Building
66-68 College Road
Harrow
Middlesex
HA1 1BE

28 February 2025

Black Sheep Management Services Limited (Registered number: SC635385)

Income Statement
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £    £    £    £   

TURNOVER 3 6,778,545 5,481,580

Cost of sales 4,642,220 4,093,321
GROSS PROFIT 2,136,325 1,388,259

Distribution costs 261,265 223,249
Administrative expenses 1,985,331 1,980,814
2,246,596 2,204,063
(110,271 ) (815,804 )

Other operating income 20,655 193,063
OPERATING LOSS 6 (89,616 ) (622,741 )

Interest receivable and similar income 4,705 440
(84,911 ) (622,301 )

Interest payable and similar expenses 7 274,862 294,407
LOSS BEFORE TAXATION (359,773 ) (916,708 )

Tax on loss 8 - -
LOSS FOR THE FINANCIAL YEAR (359,773 ) (916,708 )

Black Sheep Management Services Limited (Registered number: SC635385)

Other Comprehensive Income
for the Year Ended 31 March 2024

31.3.24 31.3.23
Notes £    £   

LOSS FOR THE YEAR (359,773 ) (916,708 )


OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

(359,773

)

(916,708

)

Black Sheep Management Services Limited (Registered number: SC635385)

Balance Sheet
31 March 2024

31.3.24 31.3.23
Notes £    £    £    £   
FIXED ASSETS
Tangible assets 9 689,651 634,853

CURRENT ASSETS
Stocks 10 72,639 65,481
Debtors 11 6,548,368 7,222,239
Cash at bank and in hand 218,621 185,797
6,839,628 7,473,517
CREDITORS
Amounts falling due within one year 12 1,289,880 1,538,154
NET CURRENT ASSETS 5,549,748 5,935,363
TOTAL ASSETS LESS CURRENT
LIABILITIES

6,239,399

6,570,216

CREDITORS
Amounts falling due after more than one
year

13

7,141,526

7,989,267
NET LIABILITIES (902,127 ) (1,419,051 )

CAPITAL AND RESERVES
Called up share capital 16 10,000 10,000
Capital Contribution Reserve 17 915,062 76,407
Retained earnings 17 (1,827,189 ) (1,505,458 )
SHAREHOLDERS' FUNDS (902,127 ) (1,419,051 )

The financial statements were approved by the Board of Directors and authorised for issue on 28 February 2025 and were signed on its behalf by:





Mrs S Machado - Director


Black Sheep Management Services Limited (Registered number: SC635385)

Statement of Changes in Equity
for the Year Ended 31 March 2024

Called up Capital
share Retained Contribution Total
capital earnings Reserve equity
£    £    £    £   
Balance at 1 April 2022 10,000 (625,371 ) 113,028 (502,343 )

Changes in equity
Total comprehensive income - (880,087 ) (36,621 ) (916,708 )
Balance at 31 March 2023 10,000 (1,505,458 ) 76,407 (1,419,051 )

Changes in equity
Total comprehensive income - (321,731 ) 838,655 516,924
Balance at 31 March 2024 10,000 (1,827,189 ) 915,062 (902,127 )

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements
for the Year Ended 31 March 2024

1. STATUTORY INFORMATION

Black Sheep Management Services Limited is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Statement of compliance and 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 on a going concern basis under the historical cost convention.

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 paragraph 1.12(b), on the basis that it is a qualifying entity and its ultimate parent company, Mars Enterprises and Hospitality Private Limited, includes these in its own consolidated financial statements as at 31st March 2022 and these financial statements may be obtained from the Companies Registry in India:
- the requirements of Section 7 Statement of Cashflows
- the requirements of Section 3 Financial Statement Presentation Paragraph 3.17(d)
- the requirements of Section 33 Related Party Disclosures Paragraph 33.7
- the requirements of Section 11 Basic Financial Instrument.

The functional and presentational currency is pound sterling (£), being the currency of the primary economic environment in which the company operates.

Financial Reporting Standard 102 - reduced disclosure exemptions

Turnover
Sales from hotel operations is recognised in the profit and loss on an accruals basis, upon services being rendered which include room revenue. Sales from hotel operations includes income earned from sales of food and beverages and other miscellaneous income. No revenue is recognised if there are significant uncertainties regarding recovery of the consideration due or associated costs. All turnover is disclosed net of VAT.

Tangible fixed assets
Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated
depreciation and subsequent accumulated impairment losses. The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life, once the asset is placed into its intended use.



Plant and machinery etc: 5 years on a Straight line
Furniture, fixtures & fittings 5 years on a Straight line
Motor Vehicles 4 years on a Straight Line
Computer equipment: 4 years on a Straight line

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

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
Classification
The company only enters into basic financial instruments 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 and loans from related parties.

Recognition and measurement
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other
debtors and creditors, are initially measured at present value of the future cash flows and subsequently at
amortised cost using the effective interest method.

Debt instruments that are payable or receivable within one year, typically trade creditors or debtors, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received. However, if the arrangements of a short-term instrument constitute a financing transaction, like the payment of a trade debt deferred beyond normal business terms of financed at a rate of interest that is not a market rate or in case of an out-right short term loan not at a market rate, the financial asset or liability is measured, initially, at the present value of the future cash flow discounted at a market rate of interest for a similar debt instrument and subsequently at amortised cost.

Impairment
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss if recognised in the Profit and loss account.

For financial assets measured as amortised cost, the impairment loss is measured as the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If a financial asset has a variable interest rate, the discounted rate for measuring any impairment loss is the current effective interest rate determined under the contract.

Financial assets and liabilities are offset and the net amount reported in the Balance sheet when there is an
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.

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.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

2. ACCOUNTING POLICIES - continued

Going concern
The company made a loss during the year, however, it was in a net asset position at the year end. The directors of the company are confident in the long term prospects of the company. Furthermore, the parent company, Mars Hospitality (UK) Ltd, has confirmed that if required, it will provide financial and operating support to enable the company to continue trading and meeting its liabilities as they fall due.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for the period for at least 12 months from the approval of the financial statements and therefore have prepared the financial statements on a going concern basis.

Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value.

Trade creditors
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the company does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and subsequently measured at amortised cost using the effective interest method.

Share capital
Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

The Company's redeemable preference shares are classified as financial liabilities, because they bear non-discretionary dividends and are redeemable in cash by the holders. Non-discretionary dividends thereon are recognised as interest expense in profit or loss as accrued.

Hire Purchase and Leasing commitments
Assets held under finance leases are initially recognised as assets of the company at their fair value at the inception of the lease or, if lower, at the present value of the minimum lease payments. The corresponding liability to the lessor is included in the statement of financial position as a finance lease obligation. Lease payments are apportioned between finance expenses and reduction of the lease obligation so as to achieve a constant rate of interest on the remaining balance of the liability. Finance expenses are recognised immediately in profit or loss, unless they are directly attributable to qualifying assets, in which case they are capitalised in accordance with the company's policy on borrowing costs (see the accounting policy above). Contingent rentals are recognised as expenses in the periods in which they are incurred.
Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

3. TURNOVER

The turnover and loss before taxation are attributable to the principal activities of the company.

An analysis of turnover by class of business is given below:

31.3.24 31.3.23
£    £   
Sale of goods 3,131,586 2,947,519
Sale of services 3,646,959 2,534,061
6,778,545 5,481,580

An analysis of turnover by geographical market is given below:

31.3.24 31.3.23
£    £   
United Kingdom 6,778,545 5,481,580
6,778,545 5,481,580

4. EMPLOYEES AND DIRECTORS

31.3.2431.3.23
£   £   
Wages and Salaries2,842,1892,506,778
Social Security Costs257,026224,388
Other Pension Costs18,39716,903

3,117,6122,,748,069
The average number of
employees during the year
was as followsHotel staff
& Management






110



104


5. DIRECTORS' EMOLUMENTS


31.3.24 31.3.23
£    £   
Directors Remuneration 81,751 35,004
Pension contributions 97


6. OPERATING LOSS

The operating loss is stated after charging:

31.3.24 31.3.23
£    £   
Other operating leases 70,057 16,723
Depreciation - owned assets 284,226 187,945
Loss on disposal of fixed assets 3,376 15,028
Audit of the financial statements 8,600 6,500

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

7. INTEREST PAYABLE AND SIMILAR EXPENSES

Year Ended Year ended
31.3.24 31.3.23

£    £   
Preference share dividend paid at 2.5% of consideration 238,042 236,621
Bank Loan Interest 5,940 2,501
Leasing 30,880 55,285
274,862 294,407


During the year a dividend payment of £200,000 (2023: £200,000). The total dividend payable on preference shares (excluding the effective interest rate) for the year was £200,000, equivalent to 2.5% of the share consideration. No further dividends were declared for the year ended 31st March 2024..The additional interest charged of £38,042 (2023 £36,621),relates to the differential between the dividend rate and effective interest rate.

8. TAXATION

Analysis of the tax charge
No liability to UK corporation tax arose for the year ended 31 March 2024 nor for the year ended 31 March 2023.

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:

31.3.24 31.3.23
£    £   
Loss before tax (359,773 ) (916,708 )
Loss multiplied by the standard rate of corporation tax in the UK of 19%
(2023 - 19%)

(68,357

)

(174,175

)

Effects of:
Expenses not deductible for tax purposes 46,436 47,555
Income not taxable for tax purposes - (30,904 )
Depreciation in excess of capital allowances 18,838 2,252
Tax losses surrendered to group - (285 )
Loss Carried Forward 3,083 155,557
Total tax charge - -

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

9. TANGIBLE FIXED ASSETS
Fixtures
Plant and and Motor Computer
machinery fittings vehicles equipment Totals
£    £    £    £    £   
COST
At 1 April 2023 269,162 110,374 521,571 80,172 981,279
Additions 65,071 9,950 229,028 50,051 354,100
Disposals - - (22,614 ) - (22,614 )
At 31 March 2024 334,233 120,324 727,985 130,223 1,312,765
DEPRECIATION
At 1 April 2023 100,063 42,735 171,201 32,427 346,426
Charge for year 58,860 22,740 175,377 27,249 284,226
Eliminated on disposal - - (7,538 ) - (7,538 )
At 31 March 2024 158,923 65,475 339,040 59,676 623,114
NET BOOK VALUE
At 31 March 2024 175,310 54,849 388,945 70,547 689,651
At 31 March 2023 169,099 67,639 350,370 47,745 634,853

The net carrying amount of assets held under finance leases included in motor vehicles is £53,503(2023:£73,567)

10. STOCKS
31.3.24 31.3.23
£    £   
Stocks 72,639 65,481

11. DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.24 31.3.23
£    £   
Other Debtors 104,821 72,641
Amounts owed by group undertakings 6,105,188 7,086,834
VAT - 2,215
Prepayments and accrued income 338,359 60,549
6,548,368 7,222,239

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

12. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
31.3.24 31.3.23
£    £   
Bank loans and overdrafts (see note 14) - 33,206
Hire purchase contracts (see note 15) 9,086 8,375
Trade creditors 267,957 246,394
Wages to be paid 163,766 152,285
Amounts owed to group undertakings 17,795 459,681
Social security and other taxes 52,145 44,387
Other creditors 4,423 2,581
Accrued expenses 23,486 15,250
Deposits and advances received 751,222 575,995
1,289,880 1,538,154

13. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
31.3.24 31.3.23
£    £   
Preference shares (see note 14) 7,085,084 7,923,739
Hire purchase contracts (see note 15) 56,442 65,528
7,141,526 7,989,267

On 31.3.24 The company renegotiated the terms of its preference shares and extended the redemption dates, originally issued on 8.10.19, 17.12.19 and 7.4.21.

This resulted in the following impacts;
-De-recognition of original preference shares with a carrying amount of £7,961,781.
-The recognition of a new Financial Liability of the preference shares at aa fair value of £7,085,084
- The difference of £876,687 was credited to the capital contribution reserve within equity.

At the year end, there were 5,000,000 ( 2023 5,000,000) redeemable preference shares in issue (with a total value of £8,000,000 (2023 £8,000,000), each of which have no voting rights and are entitled to a fixed cumulative preferential dividend at the rate of 2.5% per share. These dividends rank for payment in priority to the payment of a dividend on ordinary shares in the Company and shall be payable annually. On a winding up they have rights to a return of capital and shall take priority over other classes of share.

Each preference share is redeemable at cost of the preference share, at the request of the holder at a fixed redemption date of no sooner than after five years from the date of their allotment.

14. LOANS

An analysis of the maturity of loans is given below:

31.3.24 31.3.23
£    £   
Amounts falling due within one year or on demand:
Bank loans - 33,206

Amounts falling due between two and five years:
Preference shares 7,085,084 7,923,739


Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

15. LEASING AGREEMENTS

Minimum lease payments under hire purchase fall due as follows:

31.3.24 31.3.23
£    £   
Net obligations repayable:
Within one year 9,086 8,375
Between one and five years 56,442 65,528
65,528 73,903

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 31.3.24 31.3.23
value: £    £   
10,000 Ordinary 1 10,000 10,000

17. RESERVES
Capital
Retained Contribution
earnings Reserve Totals
£    £    £   

At 1 April 2023 (1,505,458 ) 76,407 (1,429,051 )
Deficit for the year (359,773 ) (359,773 )
Transfers between reserves 38,042 (38,042 ) -
Capital Cont Res Movement - 876,697 876,697
At 31 March 2024 (1,827,189 ) 915,062 (912,127 )

18. RELATED PARTY DISCLOSURES

At the year end the amounts owed to and from other companies within group companies was as follows, it should be noted that all the amounts are interest free, repayable on demand and unsecured.

At the year end the company was owed a loan of £6,020,382 (2023:£7,080,000) by Mars Hospitality (UK) Limited (the company's parent company). The company was owed balance of £nil (2023: £372,056) by Mars Hospitality (UK) Limited for expenses paid on behalf of the parent company.

Mars Highland Development Limited, Mars Projects Limited, Mars Commercial Property Holdings Limited and Black Sheep Adventures Limited all fellow group undertakings, owed the company £2,403 (2023: £nil), £82064,(2023: £nil), £339 (2023:£nil) and £nil (2023: £205) respectively for expenses that were paid on their behalf.

The company owed balances to Mars Highland Development Limited, Mars Projects Limited and Mars Residential Property Holdings Limited, Mars Commercial Property Holdings Limited, Black Sheep Adventures Limited and Black Sheep Farms Limited all fellow group undertakings, £nil (2023: £154), £nil (2023: £12,171), £11,680 (2023: £71,951), £5,977 (202: £nil), £138 (2023: £3,349) respectively, towards expenses that were paid by those entities on behalf of the company.

Black Sheep Management Services Limited (Registered number: SC635385)

Notes to the Financial Statements - continued
for the Year Ended 31 March 2024

19. ULTIMATE CONTROLLING PARTY

The ultimate controlling company is Mars Enterprises and Hospitality Private Limited a company registered in India.

The smallest and the largest group for which consolidated financial statements are prepared, is that group headed by the ultimate parent undertaking, Mars Enterprises & Hospitality Private Ltd. Copies of these accounts can be obtained from Mars Enterprises & Hospitality Private Limited, Georgina C, Sherly Rajan Road, Bandra West, Mumbai 400 050, Maharashtra, India.

The ultimate controlling party is Mr Sanjay Narang