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Registered number: 12311053 MCL Property Hotel & Leisure MidCo Limited Directors' Report and Financial Statements For the Year Ended 31 December 2024
MCL Property Hotel & Leisure MidCo Limited Company Information
Directors | I Armstrong
| J Moulding
Registered number | 12311053
Registered office | 3rd Floor 1 Ashley Road
| Altrincham
| Cheshire
| WA14 2DT
Independent auditors | Hurst Accountants Limited
| Chartered Accountants & Statutory Auditors
| 3 Stockport Exchange
| Stockport
| SK1 3GG
MCL Property Hotel & Leisure MidCo Limited Contents
| Page
Directors' Report | 1 - 2
Independent Auditors' Report | 3 - 6
Statement of Comprehensive Income | 7
Statement of Financial Position | 8
Statement of Changes in Equity | 9
Notes to the Financial Statements | 10 - 13
MCL Property Hotel & Leisure MidCo Limited Directors' Report For the Year Ended 31 December 2024 The directors present their report and the financial statements for the year ended 31 December 2024.
Directors' responsibilities statement
The directors are responsible for preparing the Directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 101 ‘Reduced Disclosure Framework’. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies and then apply them consistently; ∙make judgements and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and to 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.
Directors
The directors who served during the year were:
I Armstrong
J Moulding
Going concern
The financial statements have been prepared on a going concern basis. The directors have entered into discussions regarding the potential appointment of liquidators to place the company into voluntary liquidation. No formal resolution has yet been passed, and no liquidators have been appointed. The directors therefore consider that it remains appropriate to prepare the financial statements on a going concern basis. However, these circumstances represent a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern. Page 1
MCL Property Hotel & Leisure MidCo Limited Directors' Report (continued) For the Year Ended 31 December 2024
Disclosure of information to auditors
Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.
Post balance sheet events
There have been no significant events affecting the Company since the year end.
Auditors
The auditors, Hurst Accountants Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
Small companies note
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
I Armstrong Director
Date: 11 September 2025
Page 2
MCL Property Hotel & Leisure MidCo Limited Independent Auditors' Report to the Members of MCL Property Hotel & Leisure MidCo Limited
Opinion
We have audited the financial statements of MCL Property Hotel & Leisure MidCo Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of 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 101 ‘Reduced Disclosure Framework’ (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: ∙give a true and fair view of the state of the Company's affairs as at 31 December 2024 and of its result 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 opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw attention to note 2.4 in the financial statements, which indicates that the directors have entered into discussions regarding the potential appointment of liquidators to place the company into voluntary liquidation. As stated in note 2.4, these events or conditions, along with the other matters as set forth in note 2.4, indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. Our opinion is not modified 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 evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included reviewing the Company's cashflow forecasts and performing sensitivity analysis on these forecast. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Page 3
MCL Property Hotel & Leisure MidCo Limited Independent Auditors' Report to the Members of MCL Property Hotel & Leisure MidCo Limited (continued)
Other information
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
Opinion on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' Report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Directors' Report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' Report and from the requirement to prepare a Strategic Report.
Responsibilities of directors
As explained more fully in the Directors' Responsibilities Statement set out on page 1, 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. Page 4
MCL Property Hotel & Leisure MidCo Limited Independent Auditors' Report to the Members of MCL Property Hotel & Leisure MidCo Limited (continued)
Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Identifying and assessing potential risks related to irregularities In identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, we considered the following: ∙The nature of the industry and sector in which the company operates; the control environment and business performance including key drivers for directors' remuneration, bonus levels and performance targets. ∙The outcome of enquiries of local management and parent company management, including whether management was aware of any instances of non-compliance with laws and regulations, and whether management had knowledge of any actual, suspected, or alleged fraud. ∙Supporting documentation relating to the Company's policies and procedures for: - Identifying, evaluating, and complying with laws and regulations - Detecting and responding to the risks of fraud ∙The internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations. ∙The outcome of discussions amongst the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud. ∙The legal and regulatory framework in which the Company operates, particularly those laws and regulations which have a direct effect on the financial statements, such as the Companies Act 2006, pensions and tax legislation, or which had a fundamental effect on the operations of the Company, including General Data Protection requirements, and Anti-bribery and Corruption. Audit response to risks identified Our procedures to respond to the risks identified included the following: ∙Reviewing the financial statements disclosures and testing to supporting documentation to assess compliance with the provisions of those relevant laws and regulations which have a direct effect on the financial statements. ∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulations and fraud. ∙Evaluation of the operating effectiveness of management’s controls designed to prevent and detect irregularities. ∙Enquiring of management about any actual and potential litigation and claims. ∙Performing analytical procedures to identify any unusual or unexpected relationships which may indicate risks of material misstatement due to fraud. Page 5
MCL Property Hotel & Leisure MidCo Limited Independent Auditors' Report to the Members of MCL Property Hotel & Leisure MidCo Limited (continued) We have also considered the risk of fraud through management override of controls by: ∙Testing the appropriateness of journal entries and other adjustments, and identifying accounting transactions which may pose a heightened risk of material misstatement, whether due to fraud or error. ∙Challenging assumptions made by management in their significant accounting estimates, and assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and ∙Evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. There are inherent limitations in the audit procedures described above, and the further removed non-compliance with laws and regulations are from the events and transactions reflected in the financial statements, the less likely we would become aware of them. 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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
Use of our report
This report is made solely to the 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 Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed. Helen Besant-Roberts (Senior Statutory Auditor) for and on behalf of Hurst Accountants Limited Chartered Accountants & Statutory Auditors 3 Stockport Exchange Stockport SK1 3GG 11 September 2025 Page 6
MCL Property Hotel & Leisure MidCo Limited Statement of Comprehensive Income For the Year Ended 31 December 2024
The Company has not traded during the period. During this period, the Company received no income and incurred no expenditure and therefore made neither profit or loss.
There was no other comprehensive income for 2024 (2023:£NIL).
The notes on pages 10 to 13 form part of these financial statements.
Page 7
MCL Property Hotel & Leisure MidCo Limited Registered number: 12311053 Statement of Financial Position As at 31 December 2024
| 2024 | 2023
Note | £ | £
Fixed assets |  |  |
Investments | 6 | 13,965,406 | 13,965,406
Net assets |  | 13,965,406 | 13,965,406
Capital and reserves |  |  |
Called up share capital | 7 | 10 | 10
Profit and loss account | 8 | 13,965,396 | 13,965,396
|  | 13,965,406 | 13,965,406
The Company's financial statements have been prepared in accordance with the provisions applicable to entities subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
I Armstrong
Director
Date: 11 September 2025
The notes on pages 10 to 13 form part of these financial statements. Page 8
MCL Property Hotel & Leisure MidCo Limited Statement of Changes in Equity For the Year Ended 31 December 2024
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2024 | 10 | 13,965,396 | 13,965,406
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | - | -
Total transactions with owners | - | - | -
At 31 December 2024 | 10 | 13,965,396 | 13,965,406
Statement of Changes in Equity For the Year Ended 31 December 2023
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 January 2023 | 10 | 13,965,396 | 13,965,406
Other comprehensive income for the year | - | - | -
Total comprehensive income for the year | - | - | -
Total transactions with owners | - | - | -
At 31 December 2023 | 10 | 13,965,396 | 13,965,406
| The notes on pages 10 to 13 form part of these financial statements.
Page 9
MCL Property Hotel & Leisure MidCo Limited Notes to the Financial Statements For the Year Ended 31 December 2024
1. | General information
MCL Property Hotel & Leisure MidCo Limited is a private company limited by shares incorporated in England and Wales, company number 12311053. The address of the registered office is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT. The principal activity of the company is that of a holding company. 2.Accounting policies
| 2.1 | Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 101 'Reduced Disclosure Framework' and the Companies Act 2006. The preparation of financial statements in compliance with FRS 101 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).
| 2.2 | Financial Reporting Standard 101 - reduced disclosure exemptions
The Company has taken advantage of the following disclosure exemptions under FRS 101: ∙the requirements of IFRS 7 Financial Instruments: Disclosures ∙the requirements of IAS 7 Statement of Cash Flows ∙the requirements of paragraphs 30 and 31 of IAS 8 Accounting Policies, Changes in Accounting Estimates and Errors ∙the requirements of paragraph 17 and 18A of IAS 24 Related Party Disclosures ∙the requirements in IAS 24 Related Party Disclosures to disclose related party transactions entered into between two or more members of a group, provided that any subsidiary which is a party to the transaction is wholly owned by such a member This information is included in the consolidated financial statements of Starfish & Coffee Group Limited as at 31 December 2024 and these financial statements may be obtained from 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
| 2.3 | Exemption from preparing consolidated financial statements
The Company, and the Group headed by it, qualify as small as set out in section 383 of the Companies Act 2006 and the parent and Group are considered eligible for the exemption to prepare consolidated accounts.
| 2.4 | Going concern
The financial statements have been prepared on a going concern basis. The directors have entered into discussions regarding the potential appointment of liquidators to place the company into voluntary liquidation. No formal resolution has yet been passed, and no liquidators have been appointed. The directors therefore consider that it remains appropriate to prepare the financial statements on a going concern basis. However, these circumstances represent a material uncertainty that may cast significant doubt on the company’s ability to continue as a going concern. The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern. Page 10
MCL Property Hotel & Leisure MidCo Limited Notes to the Financial Statements For the Year Ended 31 December 2024 2.Accounting policies (continued)
| 2.5 | Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.6 | Share capital
Financial instruments issued by the company are classified as equity only to the extent that they do not meet the definition of a financial liability or financial asset. The company’s ordinary shares are classified as equity instruments.
3. | Judgements in applying accounting policies and key sources of estimation uncertainty
Preparation of the financial statements requires management to make significant judgements, estimates and assumptions that affect the amount reported for assets and liabilities as at the balance sheet date. The nature of estimation means that the actual outcomes could differ from those estimates. The items in the financial statements where these judgements and estimates have been made include: Carrying value of investments The Directors review the carrying value of investments on an ongoing basis to ascertain whether there are any indicators of impairment. As at 31 December 2024 the carrying value of investments was £13,965k (2023: £13,965k).
4. | Auditors' remuneration
| The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company. Auditors' remuneration is borne by another company within the group, Moulding Capital Limited.
5. | Employees
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2024 | 2023
|  |  | No. | No.
|  | Directors | 2 | 2
| Directors are not remunerated by MCL Property Hotel & Leisure MidCo Limited.
Page 11
MCL Property Hotel & Leisure MidCo Limited Notes to the Financial Statements For the Year Ended 31 December 2024
6. | Fixed asset investments
|  | Investments in subsidiary companies
|  | £
| Cost or valuation |
| At 1 January 2024 | 23,835,059
| At 31 December 2024 | 23,835,059
| Impairment |
| At 1 January 2024 | 9,869,653
| At 31 December 2024 | 9,869,653
| Net book value |
| At 31 December 2024 | 13,965,406
| At 31 December 2023 | 13,965,406
| Subsidiary undertakings
| The following were subsidiary undertakings of the Company:
| Name | Principal activity | Class of shares | Holding
| MCL Property Hotel & Leisure Holdings Limited | Holding company | Ordinary | 100%
| MCL HCC PropCo Limited* | Property investments | Ordinary | 100%
| *Indirect subsidiaries The registered office of the subsidiaries is 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
7. | Share capital
|  |  |  |  | 2024 | 2023
|  |  |  |  | £ | £
|  | Allotted, called up and fully paid |  |
|  | 10 (2023 - 10) Ordinary shares of £1 each | 10 | 10
Page 12
MCL Property Hotel & Leisure MidCo Limited Notes to the Financial Statements For the Year Ended 31 December 2024
8. | Reserves
Profit and loss account The profit and loss account includes all current and prior period retained profits and losses.
9. | Contingent liabilities
The Company is party to a fixed charge over its assets to secure the liabilities of MCL Property Holdings Limited and its subsidiary undertakings. As a result, the company may be held responsible for the liabilities of other group companies which at 31 December 2024 totalled £23,476k (2023: £24,356k).
10. | Related party transactions
| The Company has taken advantage of the exemption under paragraph 8(k) of FRS 101 not to disclose transactions with fellow wholly owned subsidiaries. The Company has taken advantage of the exemption under paragraph 8(j) of FRS 101 not to disclose transactions with key management personnel.
11. | Controlling party
The company's immediate parent company is MCL Property Intermediate Holdings Limited, a company registered in England and Wales, company number 12310481. The company's ultimate parent is Starfish & Coffee Group Limited, a company registered in Guernsey, registered number 1-67166. The ultimate controlling party is Mr M Moulding, who holds a controlling interest in Starfish & Coffee Group Limited. The consolidated financial statements of Starfish & Coffee Group Limited as at 31 December 2024 are available on request from 3rd Floor 1 Ashley Road, Altrincham, Cheshire, United Kingdom, WA14 2DT.
Page 13