Company Registration No. 07537688 (England and Wales)
HH WATERLOO OPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Affinia
19th Floor
1 Westfield Avenue
London
E20 1HZ
HH WATERLOO OPCO LIMITED
COMPANY INFORMATION
Directors
H A Forusz
V Nazarov
Company number
07537688
Registered office
2nd Floor
32-33 Gosfield Street
London
W1W 6HL
Auditor
Affinia (Stratford)
19th Floor
1 Westfield Avenue
London
E20 1HZ
Bankers
National Westminster Bank Plc
Parklands
De Havilland Way
Horwich
Bolton
BL64YU
HH WATERLOO OPCO LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4
Directors' responsibilities statement
5
Independent auditor's report
6 - 9
Profit and loss account
10
Balance sheet
11
Statement of changes in equity
12
Notes to the financial statements
13 - 22
HH WATERLOO OPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 1 -
The directors present the strategic report for the year ended 30 September 2023.
Review of the business
Objective
From the point of creation in the period the group’s long term objective is to become an established provider of hotel and hospitality and to deliver growth to the shareholders.
The group continue to pursue all financial means under management to reach this objective.
Key business strategy
In pursuit of the of this objective the Directors will seek to:
Grow relevant relationships with lenders, customers and other stakeholders,
Continue to invest in its infrastructure in Waterloo to create an increased occupancy and better level of provision of hospitality
Operate hotels with the best brands in the right locations
Invest in key personnel and management as required
The Group operates in a tough market during a cost of living crisis and post COVID recovery. The strategy of the group is continually evolving to suit the change aspects of the business in order to meet its objectives.
Principal risks and uncertainties
The key risk areas are:
The directors consider there to be an appropriate structure in place to plan for and mitigate risks.
The group operates in a competitive market . The risks associated with this are mitigated by ensuring the group offers a high quality service across all areas of the business in line with the expectations of the widely recognized brand name and by targeting business customers as well as the tourism sector.
The group 's financial instruments comprise cash at bank, borrowings, financial derivatives, trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the group 's operations to maintain cash liquidity buffer to mitigate this risk.
Customer pricing is under constant review. Excellent customer service and investment of capital expenditures, as well as strong client relationships are used to mitigate this risk.
Future Outlook
The group continues to seek further hotel and investment opportunities and is focused on growing the core management team within the organisation. As a result of this the directors believe that the rebounding strength of the UK economy, underlined by the strong locations of the hotel sites within the group will allow for a positive future prospect.
HH WATERLOO OPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 2 -
Key performance indicators
The group uses a number of financial measures to monitor progress against strategies and corporate objectives. These are summarised as follows
2023 2022
£'000 £'000
Turnover 17,660 12,434
Gross Profit 10,383 7,989
Loss before tax (175) (442)
In addition to financial measures the Directors continue to monitor all other operation business KPI’s including occupancy, health and safety, environmental and other operational KPI’s relevant to the sector.
The performance in the period of the group is not an indicator of future requirements.
Promoting the success of the company
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interests of stakeholders and other matters in their decision making. The directors continue to have regard to the interests of the Company’s employees and other stakeholders, the impact of its activities on the community, the environment and the Company’s reputation for good business conduct, when making decisions. In this context, acting in good faith and fairly, the Directors consider what is most likely to promote the success of the Company for its shareholder in the long term. We believe in a strong set of ethical values, which we believe is reflected in how we interact with our stakeholders. We summarise below how the Directors and management engages with the various stakeholders:
Employees
The Company seeks to ensure that all employees, job applications and prospective job applicants, are afforded equality of job opportunity in all areas of employment.
The Company fully recognises the Groups responsibility for the health and safety of employees and members of the community in which they work.
The Company places considerable value on the involvement of its employees and has continued its practice of keeping them informed of matters affecting them as employees, and on various matters affecting the performance of the Company.
Environmental policy
Climate change and resource scarcity are amongst society’s greatest challenges. The Company is committed to adopting a responsible approach to minimising our operational impact.
Customer engagement
We value our customers, both corporate and individual, and closely monitor our guest feedback and quality matrix.
Key decisions in the year
The Directors key decision was to establish the group in the period and grow accordingly in the period including the relevant establishment of management and controls. This includes the refinance of relevant loans within the group.
HH WATERLOO OPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 3 -
H A Forusz
Director
14 May 2025
HH WATERLOO OPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 4 -
The directors present their annual report and financial statements for the year ended 30 September 2023.
Principal activities
The principal activity of the company continued to be that of operation and management of hotels.
H A Forusz
V Nazarov
Auditor
Affinia (Stratford) were re-appointed as auditor to the company and in the accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a general meeting.
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.
On behalf of the board
H A Forusz
V Nazarov
Director
Director
14 May 2025
HH WATERLOO OPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 5 -
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; and
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.
HH WATERLOO OPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF HH WATERLOO OPCO LIMITED
- 6 -
Qualified Opinion
We have audited the financial statements of HH Waterloo Opco Limited (the 'company') for the year ended 30 September 2023 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, except for the possible effects of the matter described in the basis for qualified opinion section of our report, the financial statements:
give a true and fair view of the state of the company's affairs as at 30 September 2023 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 qualified opinion
The financial statements for the period to 30 September 2021 included a disclaimer of opinion. On this basis, we have been unable to rely on the opening balance position for the period to 30 September 2022 and therefore the comparatives stated within the financial statements. In addition to the above matter, we have also identified a number of exceptional items in the period to 30 September 2023 as detailed in Note 4 of the financial statements on which we were unable to obtain sufficient audit evidence in respects to the allocation and categorisation of the expense within the profit and loss of the entity. It is our opinion that the allocation and categorisation of the exceptional costs in itself does not represent a material misstatement within other areas of the financial statements.
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 qualified opinion.
Material uncertainty related to going concern
We draw attention to Note 1.2 in the financial statements, which indicates subsequent to the year end the company is seeking to restructure its finance further releasing funds for the group. The funding for the group is not legally contracted for the next 12 months and is subject to either refinance, new finance, or extension of existing funding relationship. As stated in Note 1.2, these events or conditions, along with other matters as set forth in Note 1.2, indicate that a material uncertainty exists that may cast significant doubt on the company’s ability to continue as a going concern. Our audit opinion is not modified, and our audit opinion is not qualified, in respect of this matter.
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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this 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.
HH WATERLOO OPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HH WATERLOO OPCO LIMITED
- 7 -
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 strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Except for the matter described in the basis for qualified opinion section of our report, 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 and 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:
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 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.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
HH WATERLOO OPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HH WATERLOO OPCO LIMITED
- 8 -
Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including, but not limited to, fraud and non-compliance with laws and regulations was as follows:
We focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, and taxation legislation;
To address the risk of fraud through management bias and override of controls, we:
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:
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.
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.
HH WATERLOO OPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF HH WATERLOO OPCO LIMITED
- 9 -
Richard Lane
Senior Statutory Auditor
For and on behalf of Affinia (Stratford)
14 May 2025
Chartered Accountants
Statutory Auditor
19th Floor
1 Westfield Avenue
London
E20 1HZ
HH WATERLOO OPCO LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 10 -
2023
2022
Notes
£'000
£'000
Turnover
3
17,660
12,434
Cost of sales
(7,277)
(4,445)
Gross profit
10,383
7,989
Administrative expenses
(10,533)
(8,789)
Other operating income
6
Exceptional item
4
(53)
352
Operating loss
(203)
(442)
Interest receivable and similar income
28
Loss before taxation
(175)
(442)
Tax on loss
Loss for the financial year
(175)
(442)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
HH WATERLOO OPCO LIMITED
BALANCE SHEET
AS AT 30 SEPTEMBER 2023
30 September 2023
- 11 -
2023
2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Tangible assets
7
76
69
Current assets
Stocks
15
16
Debtors
8
19,371
18,592
Cash at bank and in hand
4,987
4,034
24,373
22,642
Creditors: amounts falling due within one year
9
(22,723)
(20,810)
Net current assets
1,650
1,832
Net assets
1,726
1,901
Capital and reserves
Called up share capital
1
1
Profit and loss reserves
1,725
1,900
Total equity
1,726
1,901
The financial statements were approved by the board of directors and authorised for issue on 14 May 2025 and are signed on its behalf by:
H A Forusz
V Nazarov
Director
Director
Company Registration No. 07537688
HH WATERLOO OPCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 12 -
Share capital
Profit and loss reserves
Total
£'000
£'000
£'000
Balance at 1 October 2021
1
2,342
2,343
Year ended 30 September 2022:
Loss and total comprehensive income
-
(442)
(442)
Balance at 30 September 2022
1
1,900
1,901
Year ended 30 September 2023:
Loss and total comprehensive income
-
(175)
(175)
Balance at 30 September 2023
1
1,725
1,726
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 13 -
1
Accounting policies
Company information
HH Waterloo Opco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 32-33 Gosfield Street, London, W1W 6HL.
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. The disclosure requirements of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view Endif}.
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 £'000.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
The financial statements of the company are consolidated in the financial statements of Project Q Topco Limited.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 14 -
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true
The directors foresee the going concern of the business for 12 months from the approval of the financial statements based on the ongoing strong performance of the underlying trading entities of the group, alongside the value of the properties that support the trading structure of the group. With the ongoing support of external lenders in order to support the financial base of the business and fund any required capital work the directors are confident that the strength of the tangible and trading assets are to only improve in the foreseeable future. This will ensure that the group of entities and this company will be able to meet and manage relevant financial and non-financial commitments for the foreseeable future.
The directors have been able to call on additional funding in the period from the ultimate parent company and its loan note holders to support the payment of interest in the in the wider structure and furthermore is able to draw down on funds into to continue the development of the Waterloo site as per the related party accounts. It is this continued financial support that is able to sustain the going concern of the group of companies.
Subsequent to the year end the company is seeking to restructure its finance further releasing greater funds for implementing business plans of the hotels and to ensure that interest payments are kept within the operational cashflow of the group. This is ongoing at the year end and on doing so would allow for a strong business moving forward.
Furthermore, the directors are aware of external factors and change in economic environments that will have an impact on the business and its related entities. To this extent they are actively working alongside relevant industry specialists, and external partners, such as HM Revenue & Customs in order to overcome and resolve these issues as they arise.
As such, due to the ongoing support of the main lenders of the group entities, the financial and continued support of the shareholders and directors of the business, and underlying performance of the business and asset value, the directors are confident that the company is a going concern for 12 months from the date of signing of the balance sheet.
1.3
Turnover
Turnover represents amounts receivable in respect of the provision of hotel accommodation, conference facilities and meals, excluding VAT. Income for accommodation is recognised on a daily basis of the customers use of the hotel. Income related to Conference Facilities is recognised on an invoice basis issued after the use of the facility. Food and Beverage income is recognised at the point of sales to the customer.
1.4
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Plant and equipment
5 years straight line
Fixtures and fittings
5 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 15 -
1.5
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.6
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.
1.8
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.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 16 -
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 and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest 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.
1.9
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.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 17 -
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.11
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.
1.12
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.
1.13
Government grants
Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.
A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.
1.14
Foreign exchange
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 18 -
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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Bad debt provision
Provision is made for bad debts. This requires management's best estimate of the value of payments expected to be received in the future. In addition, the timing of the cash flows require management's judgement.
Stock provision
Judgement is required from management to determine the costs to be incurred to sell the stock and thereby determine the net realisable value of the stock at the year end and any provision that may be required for impairment of the stock.
3
Turnover and other revenue
2023
2022
£'000
£'000
Turnover analysed by class of business
Hotel and related activity
17,660
12,434
2023
2022
£'000
£'000
Other revenue
Interest income
28
-
Grants received
-
6
4
Exceptional item
2023
2022
£'000
£'000
Income
Exceptional item
-
(352)
Expenditure
Exceptional item
53
-
Exceptional costs in the current and prior year relate to write offs and historical adjustments to balances in the balance sheet subject to allocation and categorisation in the profit and loss of the financial statements.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 19 -
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£'000
£'000
For audit services
Audit of the financial statements of the company
35
35
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2023
2022
Number
Number
Hotel manager
1
1
Hotel staff
65
59
Total
66
60
Their aggregate remuneration comprised:
2023
2022
£'000
£'000
Wages and salaries
1,616
1,351
Social security costs
142
117
Pension costs
37
27
1,795
1,495
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 20 -
7
Tangible fixed assets
Plant and machinery etc
£'000
Cost
At 1 October 2022
74
Additions
27
At 30 September 2023
101
Depreciation and impairment
At 1 October 2022
5
Depreciation charged in the year
20
At 30 September 2023
25
Carrying amount
At 30 September 2023
76
At 30 September 2022
69
8
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Trade debtors
209
176
Amounts owed by group undertakings
16,924
15,525
Other debtors
1,487
2,330
Prepayments and accrued income
751
561
19,371
18,592
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
9
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Trade creditors
1,468
1,466
Amounts owed to group undertakings
19,803
18,341
Corporation tax
100
Other taxation and social security
35
317
Other creditors
531
254
Accruals and deferred income
886
332
22,723
20,810
Amounts owed to group undertakings are unsecured, interest free and repayable on demand
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 21 -
10
Financial commitments, guarantees and contingent liabilities
Trimont Real Estate Advisors U.K Ltd hold fixed and floating charges over the trading assets, fixtures, fittings plant and machinery owned by HH Waterloo Opco Limited, and fixed and floating charges over the land held by HH Waterloo Propco Limited.
From 31 March 2018 fixed and floating charges over certain assets and contracts held by the company have been entered as security against the borrowings of a related party, HH Waterloo Propco Limited with Deutsche Bank AG. These charges were satisfied on 11 June 2024.
11
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£'000
£'000
Within one year
6,000
6,000
Between two and five years
6,000
6,000
12,000
As per note 13, subsequent to the year end the rental terms were amended to a proportion rent charge based on the turnover of the hotel. The minimum lease payments will vary according to turnover and will expire over 5 years on the 7 April 2039.
12
Capital commitments
Amounts contracted for but not provided in the financial statements:
2023
2022
£'000
£'000
Expansion of freehold property
-
4,000
The capital commitment relates to the property owned within HH Waterloo Propco Limited, a related entity. As a party to all agreements the capital commitment is disclosed in these financial statements.
13
Events after the reporting date
On 9 April 2025, an amendment in relation to the rent charge pertaining to Hampton by Hilton Waterloo, 157 Waterloo Road, London, SE1 8UT between HH Waterloo Propco Limited and HH Waterloo Opco Limited was made. The term of this lease extended to and including 30 September 2029 and is considered to be a non adjusting post balance sheet event.
On 16 October 2024, a legal charge with Trimont Europe Limited was made containing fixed charge(s) and a negative pledge.
On 11 June 2024, a legal charge with Deutsche Bank AG containing fixed and floating charges over certain assets and contracts held by the company was satisfied.
HH WATERLOO OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2023
- 22 -
14
Related party transactions
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£'000
£'000
£'000
£'000
DT York Opco Limited
1,676
HH Waterloo Holdco Limited
9,657
HH Waterloo Propco Limited
15,579
Project Q Mezz Ltd Limited
364
Project Q Senior Limited Limited
4,178
15
Ultimate controlling party
At the year end the parent company was HH Waterloo Holdco Limited by virtue of its 100% shareholding.
The ultimate parent company in the UK is Project Q Topco Ltd, which is consolidated itself.
The directors do not consider there to be an ultimate controlling party.
2023-09-302022-10-01falsefalsefalseCCH SoftwareCCH Accounts Production 2025.100H A ForuszV Nazarov075376882022-10-012023-09-3007537688bus:Director12022-10-012023-09-3007537688bus:Director22022-10-012023-09-3007537688bus:RegisteredOffice2022-10-012023-09-30075376882023-09-30075376882021-10-012022-09-300753768812022-10-012023-09-300753768812021-10-012022-09-3007537688core:RetainedEarningsAccumulatedLosses2021-10-012022-09-3007537688core:RetainedEarningsAccumulatedLosses2022-10-012023-09-30075376882022-09-3007537688core:OtherPropertyPlantEquipment2023-09-3007537688core:OtherPropertyPlantEquipment2022-09-3007537688core:CurrentFinancialInstrumentscore:WithinOneYear2023-09-3007537688core:CurrentFinancialInstrumentscore:WithinOneYear2022-09-3007537688core:CurrentFinancialInstruments2023-09-3007537688core:CurrentFinancialInstruments2022-09-3007537688core:ShareCapital2023-09-3007537688core:ShareCapital2022-09-3007537688core:RetainedEarningsAccumulatedLosses2023-09-3007537688core:RetainedEarningsAccumulatedLosses2022-09-3007537688core:ShareCapital2021-09-3007537688core:RetainedEarningsAccumulatedLosses2021-09-3007537688core:PlantMachinery2022-10-012023-09-3007537688core:FurnitureFittings2022-10-012023-09-3007537688core:OtherPropertyPlantEquipment2022-09-3007537688core:OtherPropertyPlantEquipment2022-10-012023-09-3007537688core:WithinOneYear2023-09-3007537688core:WithinOneYear2022-09-3007537688core:BetweenTwoFiveYears2023-09-3007537688core:BetweenTwoFiveYears2022-09-3007537688core:Subsidiary12022-10-012023-09-3007537688core:Subsidiary22022-10-012023-09-3007537688core:Subsidiary32022-10-012023-09-3007537688core:Subsidiary42022-10-012023-09-3007537688core:Subsidiary52022-10-012023-09-3007537688core:Subsidiary12023-09-3007537688core:Subsidiary12022-09-3007537688core:Subsidiary22023-09-3007537688core:Subsidiary22022-09-3007537688core:Subsidiary32023-09-3007537688core:Subsidiary32022-09-3007537688core:Subsidiary42023-09-3007537688core:Subsidiary42022-09-3007537688core:Subsidiary52023-09-3007537688core:Subsidiary52022-09-3007537688bus:PrivateLimitedCompanyLtd2022-10-012023-09-3007537688bus:FRS1022022-10-012023-09-3007537688bus:Audited2022-10-012023-09-3007537688bus:FullAccounts2022-10-012023-09-30xbrli:purexbrli:sharesiso4217:GBP