Company registration number 15443145 (England and Wales)
MM STAR BIDCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD FROM 25 JANUARY 2024 TO 31 DECEMBER 2024
MM STAR BIDCO LIMITED
COMPANY INFORMATION
Directors
D Kovacs
(Appointed 25 January 2024)
A Shaw
(Appointed 25 January 2024)
Company number
15443145
Registered office
111 Park Street
London
W1K 7JL
Independent auditors
PricewaterhouseCoopers CI LLP
37 Esplanade
St Helier
Jersey
Channel Islands
JE1 4XA
Accountants
BHP LLP
2 Rutland Park
Sheffield
S10 2PD
MM STAR BIDCO LIMITED
CONTENTS
Page
Strategic report
1
Directors' report
2 - 3
Independent auditor's report
4 - 6
Statement of comprehensive income
7
Balance sheet
8
Statement of changes in equity
9
Notes to the financial statements
10 - 17
MM STAR BIDCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -

The directors present the strategic report for the period from 25 January 2024 to 31 December 2024.

Review of the business

In the period, MM Star Bidco Limited ("the Company") was incorporated in order to purchase 100% of the share capital of an existing hotel portfolio. The purchase of both Erskine House Opco Limited and SOF-11 Erskine House Investments Lux S.A.R.L was successfully completed on 19th July 2024.

 

The Directors will continue to operate the Company and its subsidiaries as a trading hotel and asset portfolio and currently have no plans to alter the business activities of the acquired companies.

 

Revenue streams are management fees billed to the Subsidiaries and have totalled £12,000 in the period.

 

During the acquisition, a material amount of acquisition related costs, totalling £1.9m have been capitalised on the balance sheet. These include fees for due diligence works, legal fees and other professional fees.

 

During the period the Company entered into a loan relationship with a reputable lender, borrowing £15.8m, which was used as acquisition financing. Principal and interest payments will be made from the underlying cashflows of the subsidiaries.

 

The director's have identified the key risks of the business being the inability to repay third party loans. This could be compounded if interest rates move out across the term of the loan. The directors' mitigate this risk through ensuring significant headroom was present in the loan covenants at inception.

On behalf of the board

D Kovacs
Director
30 April 2025
MM STAR BIDCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -

The directors present their annual report and financial statements for the period from 25 January 2024 to 31 December 2024.

Principal activities

The principal activity of the Company is that of an intermediary holding company within a Group Structure that owns and operates a Real Estate portfolio.

 

The directors do not expect a significant change to the principal activities of the company in the next 12 months of the approval of the accompanies financial statements.

Results and dividends

The results for the period are set out on page 7.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

D Kovacs
(Appointed 25 January 2024)
A Shaw
(Appointed 25 January 2024)
Post reporting date events

To date, the Company has continued to trade in 2025 as it has done across 2024. There has been no change to the Company's 2025 forecasts.

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 Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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:

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.

 

The Directors confirm that they have complied with the above requirements when preparing these financial statements.

MM STAR BIDCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 3 -
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.

Going concern

The Company made a loss of £580,078 after tax in the period and has a net current liability position of £5,369,944. This is supported by cash in hand of £121,082. Overall has the Company has a negative equity position of £580,077. The Directors believe it is appropriate to prepare the financial statements on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and for at least 12 months from the date of approval of these financial statements. In formulating this assessment, the Directors have taken into consideration the forecast profitability of the business and the actual and projected balance sheet and have carried out forecasts which have determined that there is no significant risk to their continuation as a financial and operational going concern. This is on the basis of:

 

 

The Directors are confident in the ability and willingness of group companies to continue to provide financial support for at least 12 months from the date of approval of these financial statements, which mitigates the net current liability and overall net liability position of the Company.

Independent Auditors

PricewaterhouseCoopers CI LLP will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
D Kovacs
Director
30 April 2025
MM STAR BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MM STAR BIDCO LIMITED
- 4 -
Opinion

In our opinion, MM Star Bidco Limited’s financial statements:

We have audited the financial statements, included within the Annual Report and Financial Statements (the “Annual Report”), which comprise: the balance sheet as at 31 December 2024; the statement of comprehensive income and the statement of changes in equity for the period then ended; and the notes to the financial statements, which include a description of the significant accounting policies.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable law. Our responsibilities under ISAs (UK) are further described in the Auditors’ responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Independence

We remained independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, which includes the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements.

Conclusions relating to going concern

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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.

However, because not all future events or conditions can be predicted, this conclusion is not a guarantee as to the company's ability to continue as a going concern.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Reporting on other information

The other information comprises all of the information in the Annual Report other than the financial statements and our auditors’ report thereon. The directors are responsible for the other information. Our opinion on the financial statements does not cover the other information and, accordingly, we do not express an audit opinion or, except to the extent otherwise explicitly stated in this report, any form of assurance thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit, or otherwise appears to be materially misstated. If we identify an apparent material inconsistency or material misstatement, we are required to perform procedures to conclude whether there is a material misstatement of the financial statements or a material misstatement of the other information. 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 based on these responsibilities.

MM STAR BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MM STAR BIDCO LIMITED (CONTINUED)
- 5 -

With respect to the Strategic report and Directors' report, we also considered whether the disclosures required by the UK Companies Act 2006 have been included.

Based on our work undertaken in the course of the audit, the Companies Act 2006 requires us also to report certain opinions and matters as described below.

Strategic report and Directors' report

In our opinion, based on the work undertaken in the course of the audit, the information given in the Strategic report and Directors' report for the period ended 31 December 2024 is consistent with the financial statements and has been prepared in accordance with applicable legal requirements.

In light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we did not identify any material misstatements in the Strategic report and Directors' report.

Matters on which we are required to report by exception

Under the Companies Act 2006 we are required to report to you if, in our opinion:

We have no exceptions to report arising from this responsibility.

Responsibilities of directors

As explained more fully in the Statement of directors' responsibilities, the directors are responsible for the preparation of the financial statements in accordance with the applicable framework and for being satisfied that they give a true and fair view. The directors are also responsible for such internal control as they 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 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.

MM STAR BIDCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF MM STAR BIDCO LIMITED (CONTINUED)
- 6 -

Based on our understanding of the company and industry, we identified that the principal risks of non-compliance with laws and regulations related to the Companies Act 2006, and we considered the extent to which non-compliance might have a material effect on the financial statements. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of inappropriate journal entries and impairment of investments in subsidiaries. Audit procedures performed by the engagement team included:

There are inherent limitations in the audit procedures described above. We are less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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.

Use of our report

This report, including the opinions, has been prepared for and only for the company’s members as a body in accordance with Chapter 3 of Part 16 of the Companies Act 2006 and for no other purpose. We do not, in giving these opinions, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

Karl Hairon (Senior Statutory Auditor)
For and on behalf of PricewaterhouseCoopers CI LLP, Statutory Auditor
Chartered Accountants
37 Esplanade
St Helier
Jersey
JE1 4XA
Channel Islands
30 April 2025
MM STAR BIDCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD FROM 25 JANUARY 2024 TO 31 DECEMBER 2024
- 7 -
Period
ended
31 December
2024
Notes
£
Turnover
12,000
Administrative expenses
(55,759)
Operating loss
(43,759)
Interest receivable and similar income
4
42,382
Interest payable and similar expenses
5
(578,701)
Loss before taxation
(580,078)
Tax on loss
6
-
0
Loss for the financial period
(580,078)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There was no other comprehensive income for 2024.

The notes on pages 10 to 17 form part of these financial statements.

MM STAR BIDCO LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 8 -
2024
Notes
£
£
Fixed assets
Investments
7
19,207,050
Current assets
Debtors
9
14,913,997
Cash at bank and in hand
121,082
15,035,079
Creditors: amounts falling due within one year
10
(20,405,023)
Net current liabilities
(5,369,944)
Total assets less current liabilities
13,837,106
Creditors: amounts falling due after more than one year
11
(14,417,183)
Net liabilities
(580,077)
Capital and reserves
Called up share capital
13
1
Profit and loss reserves
(580,078)
Total equity
(580,077)

The notes on pages 10 to 17 form part of these financial statements.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.

The financial statements were approved by the board of directors and authorised for issue on 30 April 2025 and are signed on its behalf by:
D Kovacs
Director
Company registration number 15443145 (England and Wales)
MM STAR BIDCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD FROM 25 JANUARY 2024 TO 31 DECEMBER 2024
- 9 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 25 January 2024
-
0
-
0
-
0
Period ended 31 December 2024:
Loss for the financial period
-
(580,078)
(580,078)
Issue of share capital
13
1
-
1
Balance at 31 December 2024
1
(580,078)
(580,077)

The notes on pages 10 to 17 form part of these financial statements.

MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 10 -
1
Accounting policies
Company information

MM Star Bidco Limited ("the Company") is a private company limited by shares incorporated in England and Wales. The registered office is 111 Park Street, London, W1K 7JL.

1.1
Reporting period

The financial statements are presented for a period of less than one year for the period 25 January 2024 to 31 December 2024, being from the date of incorporation.

1.2
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 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.

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:

 

The company has taken advantage of the exemption under section 400 of the Companies Act 2006 not to prepare consolidated accounts. The financial statements present information about the company as an individual entity and not about its group.

 

MM Star Bidco Limited is a wholly owned subsidiary of MM Star Holdco Limited and the results of MM Star Bidco Limited are included in the consolidated financial statements of MM Star Holdco Limited which are available from 111 Park Street, London, W1K 7JL.

1.3
Going concern

The Company made a loss of £580,078 after tax in the period and has a net current liability position of £5,369,944. This is supported by cash in hand of £121,082. Overall has the Company has a negative equity position of £580,077. trueThe Directors believe it is appropriate to prepare the financial statements on a going concern basis, which assumes that the Company will continue its operations for the foreseeable future and for at least 12 months from the date of approval of these financial statements. In formulating this assessment, the Directors have taken into consideration the forecast profitability of the business and the actual and projected balance sheet and have carried out forecasts which have determined that there is no significant risk to their continuation as a financial and operational going concern. This is on the basis of:

 

MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
1.4
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from contracts for the provision of professional services is recognised by reference to the stage of completion when the stage of completion, costs incurred and costs to complete can be estimated reliably. The stage of completion is calculated by comparing costs incurred, mainly in relation to contractual hourly staff rates and materials, as a proportion of total costs. Where the outcome cannot be estimated reliably, revenue is recognised only to the extent of the expenses recognised that it is probable will be recovered.

1.5
Fixed asset investments

Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.6
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.

1.7
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.

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.

MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 and 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.

MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

Derecognition of financial liabilities

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

1.8
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.

1.9
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.

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.

1.10

Interest receivable and similar income

Interest income is recognised when it is probable that the economic benefits will flow to the company and the amount of revenue can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and the effective interest rate applicable.

MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.11

Interest payable and similar expenses

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

1.12

Expenses

All items of expenses are recognised on an accrual basis in the statement of comprehensive income. A provision for expenses is recognised when the Company has a present obligation (legal or constructive) as a result of past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

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.

The Company holds investments in subsidiary companies of £19,207,050 as at 31 December 2024. The directors are of the opinion that no impairment is required to the cost of investments.

3
Auditor's remuneration
2024
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the company
24,350
4
Interest receivable and similar income
2024
£
Interest income
Interest on bank deposits
42,382
5
Interest payable and similar expenses
2024
£
Interest on bank overdrafts and loans
545,620
Other interest on financial liabilities
33,081
578,701
MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 15 -
6
Taxation

The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:

2024
£
Loss before taxation
(580,078)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00%
(145,020)
Tax effect of expenses that are not deductible in determining taxable profit
2,109
Change in unrecognised deferred tax assets
142,911
Taxation charge for the period
-
7
Fixed asset investments
2024
Notes
£
Investments in subsidiaries
8
19,207,050
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 25 January 2024
-
Additions
19,207,050
At 31 December 2024
19,207,050
Carrying amount
At 31 December 2024
19,207,050

Management have performed an impairment assessment at the period end by comparing the carrying amount to the value of the asset in use. We have concluded that there has been no impairment to the carrying value of fixed asset investments.

8
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Erskine House Opco Limited
England and Wales
Ordinary
100.00
SOF-11 Erskine House Investment LUX S.A.R.L
Luxembourg
Ordinary
100.00
MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 16 -
9
Debtors
2024
Amounts falling due within one year:
£
Trade debtors
8,000
Amounts owed by group undertakings
14,883,610
Other debtors
22,387
14,913,997

Amounts owed by group undertakings are interest free and repayable upon demand.

10
Creditors: amounts falling due within one year
2024
Notes
£
Bank loans
12
700,000
Other borrowings
12
19,529,900
Trade creditors
110,888
Accruals and deferred income
64,235
20,405,023

Other borrowings pertains to the Shareholder Loans which are interest free and repayable on demand.

11
Creditors: amounts falling due after more than one year
2024
Notes
£
Bank loans and overdrafts
12
14,417,183
Amounts included above which fall due after five years are as follows:
Payable by instalments
11,950,000
12
Loans and overdrafts
2024
£
Bank loans
15,117,183
Loans from group undertakings
19,529,900
34,647,083
Payable within one year
20,229,900
Payable after one year
14,417,183
MM STAR BIDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
12
Loans and overdrafts
(Continued)
- 17 -

The long-term loans are secured by fixed and floating over the trade and assets of the company and its subsidiaries. Charges are limited to the maximum potential liability of the outstanding principal and accrued unpaid interest on the loan.

The company entered into a loan relationship with Clydesdale Bank PLC (t/a Virgin Money) on 19th July 2024. The loan is classified as Senior Debt and attracts interest on outstanding balances. The interest rate is the Daily Non-Cumulative Compounded SONIA rate plus a margin of 2.75% per annum. Loan amortisation and Interest on outstanding amounts are settled quarterly.

 

£11,950,000 is due after five years.

 

Covenants are tested quarterly. A covenants compliance certificate is completed and signed by Company director. To date there have been no breaches.

13
Share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary of £1 each
1
1
14
Events after the reporting date

There have been no significant events since the balance sheet date requiring disclosure in these financial statements.

15
Ultimate controlling party

The Immediate parent company is MM Star Holdco Limited. The Ultimate controlling party is Millemont GP3 LLP. Both entities are registered in the United Kingdom and their registered office is 111 Park Street, London, W1K 7JL.

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