Company registration number 06711023 (England and Wales)
ASSEMBLE (MKHQ) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
ASSEMBLE (MKHQ) LIMITED
COMPANY INFORMATION
Directors
A J Fowles
D J Hudson
B J Jenkins
A D Pond
I O Akintayo
(Appointed 17 December 2024)
Secretary
G M Gatty
Company number
06711023
Registered office
128 Buckingham Palace Road
London
United Kingdom
SW1W 9SA
Auditor
Azets Audit Services
2nd Floor
Regis House
45 King William Street
London
EC4R 9AN
ASSEMBLE (MKHQ) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 12
ASSEMBLE (MKHQ) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 1 -
The directors present their annual report and financial statements for the year ended 30 September 2024.
Principal activities
The principal activity of the company continued to be that of property development and management.
The company reached the end of the facilities management agreement in April 2024 and has ceased to actively trade. The financial statements have been prepared on a basis other than going concern, whilst the board consider future activities.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
A J Fowles
D J Hudson
B J Jenkins
M W Grinonneau
(Resigned 16 November 2023)
A D Pond
S C Waters
(Appointed 16 November 2023 and resigned 17 December 2024)
I O Akintayo
(Appointed 17 December 2024)
Statement of directors' responsibilities
The directors are responsible for preparing the annual report 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 of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
ASSEMBLE (MKHQ) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 2 -
On behalf of the board
A J Fowles
Director
26 March 2025
ASSEMBLE (MKHQ) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ASSEMBLE (MKHQ) LIMITED
- 3 -
Opinion
We have audited the financial statements of Assemble (MKHQ) Limited (the 'company') for the year ended 30 September 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity and notes to the financial statements, including 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 September 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.
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 Auditor's 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.
Emphasis of matter - financial statements prepared on a basis other than going concern
We draw attention to Note 1.2 to the financial statements which explains that following the end of the facilities management agreement in April 2024, the directors have no plans to actively trade and remain as a non- trading company, and therefore do 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 1.2.
Our opinion is not modified in this matter.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of the report.
The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. 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. 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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
the information given in the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the directors' report has been prepared in accordance with applicable legal requirements.
ASSEMBLE (MKHQ) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASSEMBLE (MKHQ) LIMITED
- 4 -
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 directors' report. We have nothing to report in respect of the following matters in relation to which 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 remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit; or
the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption in preparing the directors' report and from the requirement to prepare a strategic report.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 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.
Auditor's 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 auditor's 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.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
ASSEMBLE (MKHQ) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ASSEMBLE (MKHQ) LIMITED
- 5 -
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.
We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework. Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.
In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:
Enquiry of management and those charged with governance around actual and potential litigation and claims as well as actual, suspected and alleged fraud;
Reviewing minutes of meetings of those charged with governance;
Assessing the extent of compliance with the laws and regulations considered to have a direct material effect on the financial statements or the operations of the company through enquiry and inspection;
Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations;
Performing audit work over the risk of management bias and override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for indicators of potential bias.
Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
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 an auditor's 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 company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Rebecca Boys
Senior Statutory Auditor
For and on behalf of Azets Audit Services
28 March 2025
Chartered Accountants
Statutory Auditor
2nd Floor
Regis House
45 King William Street
London
EC4R 9AN
ASSEMBLE (MKHQ) LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 6 -
2024
2023
£
£
Turnover
169,175
317,790
Administrative expenses
(175,139)
(279,567)
(Loss)/profit before taxation
(5,964)
38,223
Tax on (loss)/profit
(Loss)/profit for the financial year
(5,964)
38,223
The profit and loss account has been prepared on the basis that all operations were discontinued in the year following the end of the contract.
ASSEMBLE (MKHQ) LIMITED
BALANCE SHEET
AS AT
30 SEPTEMBER 2024
30 September 2024
- 7 -
2024
2023
Notes
£
£
£
£
Current assets
Debtors
4
609
147,670
Cash at bank and in hand
319,989
229,514
320,598
377,184
Creditors: amounts falling due within one year
5
(14,915)
(65,537)
Net current assets
305,683
311,647
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
305,682
311,646
Total equity
305,683
311,647
These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 26 March 2025 and are signed on its behalf by:
A J Fowles
Director
Company Registration No. 06711023
ASSEMBLE (MKHQ) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 8 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 October 2022
1
273,423
273,424
Year ended 30 September 2023:
Profit and total comprehensive income for the year
-
38,223
38,223
Balance at 30 September 2023
1
311,646
311,647
Year ended 30 September 2024:
Loss and total comprehensive income for the year
-
(5,964)
(5,964)
Balance at 30 September 2024
1
305,682
305,683
ASSEMBLE (MKHQ) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 9 -
1
Accounting policies
Company information
Assemble (MKHQ) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 128 Buckingham Palace Road, London, United Kingdom, SW1W 9SA.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. 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.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
Disclosure exemption
Exemption has been taken from preparing a cash flow statement on the grounds that the company is considered to be small under the provisions of the Companies Act 2006.
1.2
Going concern
During the year, the company reached the end of the facilities management agreement in April 2024 and following the settlement of any liabilities, the company is no longer considered to be trading. The directors currently do not have any active plans to continue trading and will remain as a non trading company.true
The directors therefore consider it appropriate to adopt a basis other than going concern in preparing the financial statements.
1.3
Turnover
Turnover represents net invoiced facilities management and life cycle costs receivable during the year, excluding value added tax.
1.4
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.
1.5
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 the contractual provisions of the instrument.
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.
ASSEMBLE (MKHQ) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
1
Accounting policies
(Continued)
- 10 -
Basic financial assets
Basic financial assets, 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, 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 rate method.
Trade creditors are obligations to pay for goods or 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.
1.6
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.7
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
2
Judgements and key sources of estimation uncertainty
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 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 future periods where the revision affects both current and future periods.
ASSEMBLE (MKHQ) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 11 -
3
Employees
The average monthly number of persons employed by the company during the year was:
2024
2023
Number
Number
Total
4
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
67,670
Amounts owed by group undertakings
80,000
Other debtors
609
609
147,670
5
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
2,760
24,906
Amounts owed to group undertakings
3,480
3,330
Taxation and social security
1,305
Other creditors
8,675
35,996
14,915
65,537
ASSEMBLE (MKHQ) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024
- 12 -
6
Related party transactions
Transactions with related parties
During the year the company entered into the following transactions with related parties:
Assemble Community Partnership Limited
During the year, the company was charged £30,336 (2023: £27,862) as Lift company contributions, by Assemble Community Partnership Limited, the parent company of Assemble (MKHQ) Holdco Limited. At the balance sheet date, the company owed £2,584 (2023: £2,472) to Assemble Community Partnership Limited.
Guildhouse UK Limited
During the year, the company was charged £8,771 (2023: £8,056) for management and administration services by Guildhouse UK Limited. Guildhouse UK Limited is an intermediate parent company. At the balance sheet date, the company owed £897 (2023: £858) to Guildhouse UK Limited.
Accuro FM Ltd
During the year, the company was charged £nil (2023: £233,924) for management and administration services and £nil (2023: £1,393) for repairs and maintenance by Accuro FM Ltd. Accuro FM Ltd is a wholly owned subsidiary of Accuro Group Holding Limited, a company in which Mr B J Jenkins and Mr A J Fowles were also directors, up to 3rd October 2023. At the balance sheet date, the company owed £nil (2023: £24,906) to Accuro FM Ltd.
Assemble Fundco 1 Limited
At the balance sheet date, the company was owed £nil (2023: £80,000) by Assemble Fundco 1 Limited, a fellow subsidiary company.
7
Parent company
The company is a wholly owned subsidiary of Assemble (MKHQ) Holdco Limited, a company registered in England and Wales.
The results of the company are included in the consolidated financial statements of Guildhouse Holdings Limited. Assemble Community Partnership Limited, the parent company of Assemble (MKHQ) Holdco Limited, is a subsidiary of Guildhouse UK (PPP) Limited, which is a wholly owned subsidiary of Guildhouse UK Limited, which is a wholly owned subsidiary of Guildhouse Holdings Limited. The consolidated financial statements are available from Companies House, Crown Way, Cardiff, CF14 3UZ.
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