Registered number:
FOR THE YEAR ENDED 31 AUGUST 2024
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
INFORMATION
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
MEMBERS' REPORT
FOR THE YEAR ENDED 31 AUGUST 2024
The members present their annual report together with the audited financial statements of NTM Opportunistic Real Estate Partners II (GP) LLP (the "LLP") for the ended 31 August 2024.
Principal activities
The principal activity of the LLP is as the general partner of NTM Opportunistic Real Estate Partners II LP.
Designated Members
NTM Capital LLP, Nicola Anderson Ltd and Tom Anderson Ltd were designated members of the LLP throughout the period.
Policy with respect to members' drawings and subscription and repayment of members' capital
Each members' subscription to the capital of the LLP is determined by the LLP agreement. It is not repayable at any time without the consent of the designated members. Drawings may be made at the discretion of the designated members.
Members' responsibilities statement
The members are responsible for preparing the annual report and the financial statements in accordance with applicable law and regulations.
Company law, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008), requires the members to prepare financial statements for each financial year. Under that law the members 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, (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008) the members 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 LLP and of the profit or loss of the LLP for that period.
In preparing these financial statements, the members are required to:
∙select suitable accounting policies and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK 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 LLP will continue in business.
The members are responsible for keeping adequate accounting records that are sufficient to show and explain the LLP's transactions and disclose with reasonable accuracy at any time the financial position of the LLP and to enable them to ensure that the financial statements comply with the Companies Act 2006 (as applied by The Limited Liability Partnerships (Accounts and Audit) (Application of the Companies Act 2006) Regulations 2008). They are also responsible for safeguarding the assets of the LLP and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
MEMBERS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
Disclosure of information to auditors
Each of the persons who are members at the time when this members' report is approved has confirmed that:
∙so far as that member is aware, there is no relevant audit information of which the LLP's auditors are unaware, and
∙that member has taken all the steps that ought to have been taken as a member in order to be aware of any relevant audit information and to establish that the LLP's auditors are aware of that information.
Auditors
The auditors, Blick Rothenberg Audit LLP, have indicated their willingness to continue in office. The Designated members will propose a motion re-appointing the auditors at a meeting of the members.
This report was approved by the members on 19 February 2025 and signed on their behalf by:
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
FOR THE YEAR ENDED 31 AUGUST 2024
We have audited the financial statements of NTM Opportunistic Real Estate Partners II (GP) LLP (the 'LLP') for the year ended 31 August 2024, which comprise the statement of comprehensive income, the balance sheet, the reconciliation of members' interests and the 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).
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 LLP in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
We draw attention to note 2.2 to the financial statements which explains that the LLP will not continue for the foreseeable future and therefore the Manager does not consider it to be appropriate to adopt the going concern basis of accounting in preparing the financial statements. Accordingly, the financial statements have been prepared on a basis other than going concern as described in note 2.2. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the members' 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 LLP'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 members with respect to going concern are described in the relevant sections of this report.
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
The other information comprises the information included in the Annual Report other than the financial statements and our auditors' report thereon. The members are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon. 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 course of 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.
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 an auditors' report 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.
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. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, and non-compliance with laws and regulations, our procedures included the following: enquiring of management concerning the LLP’s policies with regards to identifying, evaluating and complying with laws and regulations and
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2024
whether they were aware of any instances of non-compliance; enquiring of management concerning the LLP’s policies for detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; enquiring of management concerning the LLP’s policies in relation to the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations; discussing among the engagement team where fraud might occur in the financial statements and any potential indicators of fraud; and obtaining an understanding of the legal and regulatory framework that the LLP operates in and focusing on those laws and regulations that had a direct effect on the financial statements or that had a fundamental effect on the operations of the LLP. The key laws and regulations we considered in this context included the UK Companies Act 2006 (as applied to limited liability partnerships).
As a result of performing the above, we identified the override of controls by the designated members as a particular focus area. Our procedures to respond to risks identified included the following: performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; reviewing the bank statements of the LLP for evidence of any large or unusual activity which may be indicative of fraud; enquiring of management in relation to any potential litigation and claims; and, in addressing the risk of fraud through override of controls, testing the appropriateness of journal entries and other adjustments and assessing whether the judgements made in making accounting estimates are indicative of potential bias. There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the members and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
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 auditors' report.
This report is made solely to the LLP's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006, as applied by Part 12 of The Limited Liability Partnerships (Accounts and Audit) (Applications of Companies Act 2006) Regulations 2008. Our audit work has been undertaken so that we might state to the LLP's members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the LLP and the LLP's members for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
WC2B 5AH
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
BALANCE SHEET
AS AT 31 AUGUST 2024
The financial statements were approved and authorised for issue by the members and were signed on their behalf on
The notes on pages 9 to 11 form part of these financial statements.
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 AUGUST 2024
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
NTM Opportunistic Real Estate Partners II (GP) LLP, formerly NTM ROI Seed Capital (GP) LLP, is a limited liability partnership incorporated in the UK and registered in England & Wales.
The LLP's registered address is BDO LLP, R+, 2 Blagrave Street, Reading, Berkshire, RG1 1AZ. The LLP's principal activity is as the general partner of NTM Opportunistic Real Estate Partners II LP.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006 and the requirements of the Statement of Recommended Practice "Accounting by Limited Liability Partnerships". The disclosure requirements of Section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
NTM Capital LLP, as a designated member of the LLP has concluded that due to the principle activitity of the entity being the general partner of NTM Opportunistic Real Estate Partners II LP, where the LP does not prepare its financial statements under the going concern basis due to the LP not being considered a going concern for the foreseeable future, the LLP itself would not be considered a going concern for the foreseeable future and thus the financial statements have therefore been prepared on a basis other than going concern.
NTM Capital LLP has reviewed the value of the assets and liabilities of the entity and concluded no adjustments are required.
The LLP does not trade in financial instruments and all such instruments arise directly from operations.
All trade and other debtors are initially recognised at transaction value, as none contain in substance a financing transaction. Thereafter trade and other debtors are reviewed for impairment where there is objective evidence based on observable data that the balance may be impaired. The LLP does not hold collateral against its trade and other receivables so its exposure to credit risk is the net balance of trade and other debtors after allowance for impairment. The LLPs cash holdings comprise on demand balances. All cash is held with banks with strong external credit ratings. Trade and other creditors and accruals are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished. As the LLP only has short term receivables and payables, its net current asset position is a reasonable measure of its liquidity at any given time.
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Profits and losses are automatically divided between the members and as such are treated as members' remuneration charged as an expense.
The taxation payable on profits is the personal liability of members during the period.
The whole of the turnover is attributable to the LLP's principal activity.
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NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024
The LLP is controlled by the designated members.
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