ECM Libra (Liverpool) Limited Filleted accounts for Companies House (small and micro)

COMPANY REGISTRATION NUMBER: 15112353

ECM Libra (Liverpool) Limited

Filleted Financial Statements

31 December 2024

ECM Libra (Liverpool) Limited

Financial Statements

Period from 4 September 2023 to 31 December 2024

Contents	Page

Statement of financial position	1

Notes to the financial statements	2

ECM Libra (Liverpool) Limited

Statement of Financial Position

31 December 2024

	31 Dec 24
Note	£

Fixed assets

Tangible assets	4	4,747,273
Investments	5	1,000
		------------
		4,748,273

Current assets

Debtors	6	89,286
Cash at bank and in hand		201,289
		---------
		290,575

Creditors: amounts falling due within one year	7	3,415,757
		------------
Net current liabilities		3,125,182
		------------
Total assets less current liabilities		1,623,091

Creditors: amounts falling due after more than one year	8	1,950,000
		------------
Net liabilities		( 326,909)
		------------

Capital and reserves

Called up share capital	1,000
Profit and loss account	( 327,909)
	---------
Shareholders deficit	( 326,909)
	---------

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

In accordance with section 444 of the Companies Act 2006, the statement of comprehensive income has not been delivered.

The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.

These financial statements were approved by the board of directors and authorised for issue on 2 September 2025 , and are signed on behalf of the board by:

Mr N Singh	Ms L F Yip
Director	Director

Company registration number: 15112353

ECM Libra (Liverpool) Limited

Notes to the Financial Statements

Period from 4 September 2023 to 31 December 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Tune Hotel, 3-19, Queen Buildings, Castle Street, Liverpool, L2 4XE, UK.

2. Statement of compliance

These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The preparation of the financial statements requires an assessment of the validity of the going concern assumption, this being dependent on the availability of adequate financial resources to enable the company to continue in operational existence for the foreseeable future. The income expected to be available depends most importantly on the rental income receivable from the company's operating subsidiary. The basis that the rent is charged to the subsidiary is linked to the profitability of the subsidiary. As the period to 31st December 2024 was the first trading period of the subsidiary, no rent was charged to the subsidiary during the year as the annual rent could not be determined. The company plans to bill the rental at the end of year 2025 when the results are finalised. The subsidiary's financial statements for 2024 show pre-tax profits of £300k approx. Based on the latter, together with confirmation of ongoing financial support from the company's parent company and the company's existing cash balances and bank facilities, the directors believe the company's financial resources are sufficient to ensure the company will continue as a going concern for the foreseeable future and therefore consider it appropriate to prepare the financial statements on a going concern basis.

Consolidation

The company is exempt from the requirement to prepare consolidated group accounts under section 399(2)(a) of the Companies Act 2006 as it heads a small group.

Revenue recognition

Turnover is measured at the fair value of the consideration received or receivable for goods supplied and services rendered, net of discounts and Value Added Tax. Revenue from the sale of goods is recognised when the significant risks and rewards of ownership have transferred to the buyer (usually on despatch of the goods); the amount of revenue can be measured reliably; it is probable that the associated economic benefits will flow to the entity; and the costs incurred or to be incurred in respect of the transactions can be measured reliably.

Operating leases

Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Lease income is recognised in profit or loss on a straight line basis over the lease term. The aggregate cost of lease incentives are recognised as a reduction to income over the lease term on a straight-line basis. Costs, including depreciation, incurred in earning the lease income are recognised as an expense. Any initial direct costs incurred in negotiating and arranging the operating lease are added to the carrying amount of the lease and recognised as an expense over the lease term on the same basis as the lease income.

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

	Long leasehold property	-	Straight line over 50 years

Investment property

Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in profit or loss.

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.

Investments in subsidiaries and associates

Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.

Investments in joint ventures

Investments in jointly controlled entities accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in jointly controlled entities accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the joint venture arising before or after the date of acquisition.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.

Financial instruments

A financial asset or a financial liability is recognised only when the company becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost. Where investments in non-convertible preference shares and non-puttable ordinary shares or preference shares are publicly traded or their fair value can otherwise be measured reliably, the investment is subsequently measured at fair value with changes in fair value recognised in profit or loss. All other such investments are subsequently measured at cost less impairment. Other financial instruments, including derivatives, are initially recognised at fair value, unless payment for an asset is deferred beyond normal business terms or financed at a rate of interest that is not a market rate, in which case the asset is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Other financial instruments are subsequently measured at fair value, with any changes recognised in profit or loss, with the exception of hedging instruments in a designated hedging relationship.

Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. For all equity instruments regardless of significance, and other financial assets that are individually significant, these are assessed individually for impairment. Other financial assets are either assessed individually or grouped on the basis of similar credit risk characteristics. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.

4. Tangible assets

	Long leasehold investment property
	£
Cost
At 4 September 2023	–
Additions	4,852,109
	------------
At 31 December 2024	4,852,109
	------------
Depreciation
At 4 September 2023	–
Charge for the period	104,836
	------------
At 31 December 2024	104,836
	------------
Carrying amount
At 31 December 2024	4,747,273
	------------

The company's investment property, comprising a leasehold interest under a 150-year lease commencing April 2014, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date in accordance with FRS 102 Section 1A.

5. Investments

	Shares in group undertakings
	£
Cost
At 4 September 2023	–
Additions	1,000
	-------
At 31 December 2024	1,000
	-------
Impairment
At 4 September 2023 and 31 December 2024	–
	-------

Carrying amount
At 31 December 2024	1,000
	-------

The company holds 100% of the ordinary shares of ECML (Liverpool) OpCo Ltd, a company incorporated in the UK, with a registered office at 3-19, Queen Buildings, Castle Street, Liverpool, United Kingdom, L2 4XE, which is engaged in hotel operations. Investments are stated at cost less impairment.

6. Debtors

	31 Dec 24
	£
Trade debtors	7,400
Other debtors	81,886
	--------
	89,286
	--------

7. Creditors: amounts falling due within one year

	31 Dec 24
	£
Bank loans and overdrafts	50,000
Amounts owed to group undertakings and undertakings in which the company has a participating interest	3,336,341
Other creditors	29,416
	------------
	3,415,757
	------------

Bank loans and overdrafts provided to the company are secured via a first charge over the company's leasehold investment assets and a cross company guarantee and debenture from/granted by the company and ECML (Liverpool) OpCo Ltd.

8. Creditors: amounts falling due after more than one year

	31 Dec 24
	£
Bank loans and overdrafts	1,950,000
	------------

Bank loans and overdrafts provided to the company are secured via a first charge over the company's leasehold investment assets and a cross company guarantee and debenture from/granted by the company and ECML (Liverpool) OpCo Ltd.

Bank loans carry an interest charge of 2.85% above the BoE base rate and are repayable in 2029.

9. Comparative figures

No comparative figures are presented for the period as these financial statements represent the first set of financial statements since incorporation.

10. Operating leases

As lessee

The total future minimum lease payments under non-cancellable operating leases are as follows:

	31 Dec 24
	£
Not later than 1 year	75,000
Later than 1 year and not later than 5 years	300,000
Later than 5 years	10,068,750
	-------------
	10,443,750
	-------------

As lessor

The total future minimum lease payments receivable under non-cancellable operating leases are as follows:

	31 Dec 24
	£
Not later than 1 year	29,500
Later than 1 year and not later than 5 years	76,208
	---------
	105,708
	---------

11. Summary audit opinion

The auditor's report dated 3 September 2025 was unqualified , however, the auditor drew attention to the following by way of emphasis.

We draw attention to the SoFP in the financial statements, which indicates that the company had net current liabilities of £3,125,182 at 31 December 2024, arising principally from an inter-company loan of £3,212,495 due to its parent company. As stated in note 3, the financial statements have been prepared on a going concern basis on the assumption that the parent company will continue to provide ongoing financial support for the foreseeable future. The directors have received assurances from the parent company that it will continue to provide financial support to the company as necessary. Our opinion is not modified in respect of this matter.

The senior statutory auditor was Viral Patel FCA , for and on behalf of Virash Bach & Co. Limited .

12. Related party transactions

The company has taken advantage of the exemption in paragraph 33.1A of FRS 102 from disclosing transactions with its parent and other wholly owned group undertakings. The company’s results are included in the consolidated financial statements of ECM Libra Group Berhad, which are publicly available from company's website using the following link: www.ecmlibra.com

13. Controlling party

The company is a subsidiary, whose parent is ECM Libra Group Berhad, a company registered in the Malaysia with registered offices at 2nd Floor, West Wing, Bangunan ECM Libra, 8 Jalan Damansara Endah, Damansara Heights, 50490 Kuala Lumpur, Malaysia. The consolidated financial statements of ECM Libra Group Berhad, which include the company and its subsidiaries, are available on the company's website using the following link: www.ecmlibra.com