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Registered number: OC401652












NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

 

NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP

INFORMATION



Designated Members
NTM Capital LLP
Nicola Anderson Ltd
Tom Anderson Ltd

LLP registered number
OC401652

Registered office
BDO LLP
R+
2 Blagrave Street
Reading
Berkshire
RG1 1AZ

Independent auditors
Blick Rothenberg Audit LLP
Chartered Accountants
16 Great Queen Street
London
WC2B 5AH


 

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.



 
 
Page 1

 

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 auditorsBlick Rothenberg Audit LLPhave 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:
 
 



NTM Capital LLP
Designated member

Page 2

 

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

Opinion
 

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 policiesThe 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 LLP's affairs as at 31 August 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, as applied to limited liability partnerships by The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008.

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 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.

Emphasis of matter - Financial Statements Prepared on a Basis other than Going Concern
 

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.

Conclusions relating to going concern
 

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.

Page 3

 

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

Other information
 

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 ReportOur 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.

Matters on which we are required to report by exception
 

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006, as applied to limited liability partnerships, 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
we have not received all the information and explanations we require for our audit.

Responsibilities of members
 

As explained more fully in the members' responsibilities statement set out on page 1, the members 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 members determine is 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 members are responsible for assessing the LLP'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 members either intend to liquidate the LLP 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 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
Page 4

 

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.

Use of our 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 2008Our 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.




Andrew Snook (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
London
WC2B 5AH

19 February 2025
Page 5

 

NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 AUGUST 2024

2024
2023
Note

  

Turnover
 3 
218,559
220,435

Cost of sales
  
(25,823)
(34,937)

Gross profit
  
 
192,736
 
185,498

Administrative expenses
  
(199,157)
(190,719)

Operating loss
 4 
 
(6,421)
 
(5,221)

Profit for the year before members' remuneration and profit shares
  
 
(6,421)
 
(5,221)

Profit for the year before members' remuneration and profit shares
  
(6,421)
(5,221)

Members' remuneration charged as an expense
  
-
5,221

Profit / (loss) for the year available for discretionary division among members
  
 
(6,421)
 
-

There was no other comprehensive income for 2024(2023:NIL).

The notes on pages 9 to 11 form part of these financial statements.
Page 6


 
REGISTERED NUMBER:OC401652
NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP

BALANCE SHEET
AS AT 31 AUGUST 2024

2024
2023
Note

  

Current assets
  

Debtors: amounts falling due within one year
 6 
18,424
130,066

Cash at bank and in hand
  
312
54,588

  
18,736
184,654

Creditors: amounts falling due within one year
 7 
(37,379)
(184,650)

Net current (liabilities)/assets
  
 
 
(18,643)
 
 
4

  

Net assets attributable to members
  
(18,643)
4


Represented by:
  

Members' other interests
  

Members' capital classified as equity
  
4
4

Other reserves classified as equity
  
(18,647)
-

  
(18,643)
4


Total members' interests
  

Amounts due from members (included in debtors)
 6 
-
(12,226)

Members' other interests
  
(18,643)
4

  
(18,643)
(12,222)


The financial statements were approved and authorised for issue by the members and were signed on their behalf on 19 February 2025.




NTM Capital LLP
Designated member

The notes on pages 9 to 11 form part of these financial statements.
Page 7

 

NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP

RECONCILIATION OF MEMBERS' INTERESTS
FOR THE YEAR ENDED 31 AUGUST 2024







EQUITY
Members' other interests
DEBT
Loans and other debts due to members less any amounts due from members in debtors
Total members' interests
Members' capital (classified as equity)
Other reserves
Total
Other amounts
Total
Total


Amounts due from members 

(7,005)
(7,005)


Balance at 1 September 2022 
4
-
4
(7,005)
(7,005)
(7,001)

Members' remuneration charged as an expense
 
-
-
-
(5,221)
(5,221)
(5,221)

Members' interests after loss for the year
 
4
-
4
(12,226)
(12,226)
(12,222)

Amounts due from members
 



(12,226)
(12,226)


Balance at 31 August 2023
4
-
4
(12,226)
(12,226)
(12,222)

Loss for the year available for discretionary division among members
 
-
(6,421)
(6,421)
-
-
(6,421)

Members' interests after loss for the year
 
4
(6,421)
(6,417)
(12,226)
(12,226)
(18,643)

Other reserves movement
-
(12,226)
(12,226)
12,226
12,226
-

Balance at 31 August 2024 
4
(18,647)
(18,643)
-
-
(18,643)

The notes on pages 9 to 11 form part of these financial statements.

There are no existing restrictions or limitations which impact the ability of the members of the LLP to reduce the amount of Members' other interests.
Losses for the period are disclosed as part of equity - other members interest are considered to be more representative of the earnings of the LLP and in line with the members agreement.

Page 8

 

NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

1.


General information

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

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with 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.

 
2.2

Going concern

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.

 
2.3

Turnover

Turnover represents the LLP's general partner share (GPS) from NTM Opportunistic Real Estate Paretners II LP and is recognised in the period to which the GPS relates.

 
2.4

Financial instruments

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.

Page 9

 

NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

2.Accounting policies (continued)

 
2.5

Foreign currency translation

Functional and presentation currency

The LLP's functional and presentational currency is Euros.

Transactions and balances

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

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

  
2.6

Members' remuneration and profit allocation

Profits and losses are automatically divided between the members and as such are treated as members' remuneration charged as an expense.

  
2.7

Tax provisions

The taxation payable on profits is the personal liability of members during the period.


3.


Turnover

The whole of the turnover is attributable to the LLP's principal activity.

All turnover arose within the United Kingdom.


4.


Operating (loss)/profit

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

2024
2023

Auditor's remuneration - audit
3,565
-

Auditor's remuneration - other
1,783
-

The audit fee was previously expensed in the entity from which payment was made. Payments were made by NTM Capital LLP and thus the expense in relation to prior periods was recognised in that entity. Amounts previously recognised in NTM Capital LLP are not considered to be material.

Page 10

 

NTM OPPORTUNISTIC REAL ESTATE PARTNERS II (GP) LLP

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 AUGUST 2024

5.


Information in relation to members

2024
2023
Number
Number


The average number of members during the year was
3
3










6.


Debtors

2024
2023


Trade debtors
6,927
117,840

Amounts owed by group undertakings
9,497
-

Other debtors
2,000
-

Amounts due from members
-
12,226

18,424
130,066



7.


Creditors: amounts falling due within one year

2024
2023

Amounts owed to related undertakings
13,750
151,513

Accruals and deferred income
23,629
33,137

37,379
184,650



8.


Related party transactions

The entire turnover represents the LLP's general partner share from NTM Opportunistic Real Estate Partners II LP ("The Fund"), a partnership in which the LLP is the general partner. The amount payable to the fund as at year end was €4,823 (2023: €117,480).
Administrative expenses includes management fees of €192,736 (2023: €190,485) from NTM Capital LLP, a designated member. At the year end the LLP owed €9,497 (2023: €155,720) to NTM Capital LLP.


9.


Controlling party

The LLP is controlled by the designated members.

Page 11