RSM Leisure Limited Company accounts

COMPANY REGISTRATION NUMBER: 03628906

RSM Leisure Limited

Financial Statements

31 December 2024

RSM Leisure Limited

Financial Statements

Year ended 31 December 2024

Contents	Page

Officers and professional advisers	1

Director's report	2

Independent auditor's report to the member	4

Income statement	8

Statement of income and retained earnings	9

Statement of financial position	10

Notes to the financial statements	11

RSM Leisure Limited

Officers and Professional Advisers

Director	Sir D Michels

Company secretary	Ian Noble

Registered office	2nd Floor, 32-33 Gosfield Street
	Fitzrovia
	London
	W1W 6HL

Auditor	Baker Friend Audit Limited
	Chartered accountants & statutory auditor
	2nd Floor
	32-33 Gosfield Street
	Fitzrovia
	London
	W1W 6HL

RSM Leisure Limited

Director's Report

Year ended 31 December 2024

The director presents his report and the financial statements of the company for the year ended 31 December 2024 .

Director

The director who served the company during the year was as follows:

Sir D Michels

Director's responsibilities statement

The director is responsible for preparing the director's report and the financial statements in accordance with applicable law and regulations. Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is satisfied that they give a true and fair view of the state of affairs of the company and the profit or loss of the company for that period. In preparing these financial statements, the director is required to: - select suitable accounting policies and then apply them consistently; - make judgments 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 director is 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. He is 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. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The auditor is deemed to have been re-appointed in accordance with section 487 of the Companies Act 2006.

Small company provisions

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

This report was approved by the board of directors on 25 September 2025 and signed on behalf of the board by:

Sir D Michels
Director

Registered office:

2nd Floor, 32-33 Gosfield Street

Fitzrovia

London

W1W 6HL

RSM Leisure Limited

Independent Auditor's Report to the Member of RSM Leisure Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of RSM Leisure Limited (the 'company') for the year ended 31 December 2024 which comprise the income statement, statement of income and retained earnings, statement of financial position 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 FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its loss for the year then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - 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 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 the provisions available for small entities, in the circumstances set out in the note below the Statement of financial position, 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.

Conclusions relating to going concern

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.

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 entity'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

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

Other information

The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. The director is responsible for the other information. 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. 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 such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in 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 in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

- the information given in the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

- the director's 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 director's report. We have nothing to report in respect of the following matters where 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 the 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; and - the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies exemption in preparing the directors reports and take advantage of the small companies exemption from the requirement to prepare a strategic report.

Responsibilities of the director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has 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. 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: Owing to the inherent limitations of an audit, there is an unavoidable risk that material misstatements may not be detected, even though the audit is properly planned and performed in accordance with the ISAs (UK) Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations related to pensions legislation, UK and other relevant tax legislation, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the financial statements such as the Companies Act 2006. 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 posting inappropriate journal entries to manipulate financial results and management bias in accounting estimates. Audit procedures performed by the Audit team and / or component auditors included: o Discussions with management, legal counsel and the internal audit function, including consideration of unknown or suspected instances of non-compliance with laws and regulations and fraud: o Challenging assumptions made by management in its significant accounting estimates in particular in relation to estimation of the cashflow projections used to value the fixed assets and uncertain tax provisions; and o Identifying and testing higher risk journal entries, in particular any journal entries posted with unusual account combinations, journals posted by senior management There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting on resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collision. A further description of our responsibilities is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report. Use of our report

This report is made solely to the company's member, 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 member 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 member as a body, for our audit work, for this report, or for the opinions we have formed.

Jeffrey Baker

(Senior Statutory Auditor)

For and on behalf of

Baker Friend Audit Limited

Chartered accountants & statutory auditor

2nd Floor

32-33 Gosfield Street

Fitzrovia

London

W1W 6HL

25 September 2025

RSM Leisure Limited

Income Statement

Year ended 31 December 2024

	2024	2023
Note	£	£

Administrative expenses	204,986	101,746
	---------	---------
Operating loss	( 204,986)	( 101,746)

Other interest receivable and similar income		–	120
		---------	---------
Loss before taxation	5	( 204,986)	( 101,626)

Tax on loss	6	( 20,906)	( 20,536)
		---------	---------
Loss for the financial year		( 184,080)	( 81,090)
		---------	---------

All the activities of the company are from continuing operations.

The company has no other recognised items of income and expenses other than the results for the year as set out above.

RSM Leisure Limited

Statement of Income and Retained Earnings

Year ended 31 December 2024

	2024	2023
Note	£	£
Loss for the financial year and total comprehensive income	( 184,080)	( 81,090)
Retained earnings at the start of the year	6,290,539	6,371,629
	------------	------------
Retained earnings at the end of the year	6,106,459	6,290,539
	------------	------------

RSM Leisure Limited

Statement of Financial Position

31 December 2024

	2024	2023
Note	£	£

Fixed assets

Tangible assets	7	–	196,716
Investments	8	1,250,000	1,250,000
		------------	------------
		1,250,000	1,446,716

Current assets

Debtors	9	12,710,447	12,710,447
Cash at bank and in hand		69,367	69,637
		-------------	-------------
		12,779,814	12,780,084

Creditors: amounts falling due within one year	10	6,607,552	6,599,552
		-------------	-------------
Net current assets		6,172,262	6,180,532
		------------	------------
Total assets less current liabilities		7,422,262	7,627,248

Provisions	–	20,906
	------------	------------
Net assets	7,422,262	7,606,342
	------------	------------

Capital and reserves

Called up share capital	1,315,803	1,315,803
Profit and loss account	6,106,459	6,290,539
	------------	------------
Shareholder funds	7,422,262	7,606,342
	------------	------------

These financial statements have been prepared 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'.

These financial statements were approved by the board of directors and authorised for issue on 25 September 2025 , and are signed on behalf of the board by:

Sir D Michels
Director

Company registration number: 03628906

RSM Leisure Limited

Notes to the Financial Statements

Year ended 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 2nd Floor, 32-33 Gosfield Street, Fitzrovia, London, W1W 6HL. The financial statements cover a 12 month period to 31 December 2023.

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.

Disclosure exemptions

The entity satisfies the criteria of being a qualifying entity as defined in FRS 102. Its financial statements are consolidated into the financial statements of Michels Ventures 2 Limited which can be obtained from the registered office. As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102: (a) Disclosures in respect of each class of share capital have not been presented. (b) No cash flow statement has been presented for the company. (c) Disclosures in respect of financial instruments have not been presented. (d) Disclosures in respect of share-based payments have not been presented. (e) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The entity has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of an EEA State.

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 amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Estimated useful lives and residual values of fixed assets Deprecation of tangible fixed assets has been based on estimated useful lives and residual values deemed appropriate by the Directors. Estimated useful lives and residual values are reviewed annually and will be revised as appropriate. The Directors also paid a particular attention to the value of the fixed assets in the accounts and believe, based on their projections that there is no need for any impairment as of 31 December 2024.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

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:

	Equipment	-	33% reducing balance

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.

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.

Provisions

Provisions are recognised when the entity has an obligation at the reporting date as a result of a past event, it is probable that the entity will be required to transfer economic benefits in settlement and the amount of the obligation can be estimated reliably. Provisions are recognised as a liability in the statement of financial position and the amount of the provision as an expense. Provisions are initially measured at the best estimate of the amount required to settle the obligation at the reporting date and subsequently reviewed at each reporting date and adjusted to reflect the current best estimate of the amount that would be required to settle the obligation. Any adjustments to the amounts previously recognised are recognised in profit or loss unless the provision was originally recognised as part of the cost of an asset. When a provision is measured at the present value of the amount expected to be required to settle the obligation, the unwinding of the discount is recognised as a finance cost in profit or loss in the period it arises.

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. Auditor's remuneration

	2024	2023
	£	£
Fees payable for the audit of the financial statements	5,000	5,000
	-------	-------

5. Profit before taxation

Profit before taxation is stated after charging:

	2024	2023
	£	£
Depreciation of tangible assets	–	93,506
	----	--------

6. Tax on loss

Major components of tax income

	2024	2023
	£	£

Deferred tax:

Origination and reversal of timing differences	( 20,906)	( 20,536)
	--------	--------
Tax on loss	( 20,906)	( 20,536)
	--------	--------

Reconciliation of tax income

The tax assessed on the loss on ordinary activities for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 23.50 %).

	2024	2023
	£	£
Loss on ordinary activities before taxation	( 204,986)	( 101,626)
	---------	---------
Loss on ordinary activities by rate of tax	( 51,247)	( 23,882)
Effect of different UK tax rates on some earnings	–	(1,343)
Utilisation of tax losses	30,341	4,689
	---------	---------
Tax on loss	( 20,906)	( 20,536)
	---------	---------

7. Tangible assets

	Equipment
	£
Cost
At 1 January 2024	1,098,760
Disposals	( 1,098,760)
	------------
At 31 December 2024	–
	------------
Depreciation
At 1 January 2024	902,044
Disposals	( 902,044)
	------------
At 31 December 2024	–
	------------
Carrying amount
At 31 December 2024	–
	------------
At 31 December 2023	196,716
	------------

8. Investments

	Shares in group undertakings
	£
Cost
At 1 January 2024 and 31 December 2024	1,250,000
	------------
Impairment
At 1 January 2024 and 31 December 2024	–
	------------

Carrying amount
At 31 December 2024	1,250,000
	------------
At 31 December 2023	1,250,000
	------------

9. Debtors

	2024	2023
	£	£
Amounts owed by group undertakings and undertakings in which the company has a participating interest	12,710,447	12,710,447
	-------------	-------------

10. Creditors: amounts falling due within one year

	2024	2023
	£	£
Amounts owed to group undertakings and undertakings in which the company has a participating interest	6,566,738	6,566,738
Corporation tax	–	5,665
Other creditors	40,814	27,149
	------------	------------
	6,607,552	6,599,552
	------------	------------

11. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	2024	2023
	£	£
Included in provisions	–	20,906
	----	--------

The deferred tax account consists of the tax effect of timing differences in respect of:

	2024	2023
	£	£
Accelerated capital allowances	56,378	33,498
Unused tax losses	( 56,378)	( 12,592)
	--------	--------
	–	20,906
	--------	--------

12. Director's advances, credits and guarantees

During the period the director did not enter into the any advances and or credits with the company.

13. Related party transactions

During the year the company entered into the following transactions with related parties:

	Transaction value		Balance owed by/(owed to)
	2024	2023	2024	2023
	£	£	£	£
Immediate parent company	–	–	( 6,566,737)	( 6,566,737)
Subsidiary undertakings	–	–	12,710,447	12,710,447
	----	----	-------------	-------------

14. Controlling party

The immediate parent undertaking is Michels Ventures 2 Limited which is 95% owned by London and Regional Group Property Holdings Ltd, a company incorporated and registered in England and Wales. The ultimate parent undertaking is London and Regional Group Properties Ltd , a company incorporated in England and Wales. Michels Ventures 2 Ltd is the parent undertaking of the smallest group of undertakings to consolidate these financial statements as at 31 December 2024. London and Regional Group Properties Ltd is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2024. The consolidated financial statements of London and Regional Group Properties Ltd can be obtained from the company secretary at 8th Floor, South Block, 55 Baker Street London, United Kingdom, W1U 8EW . The ultimate controlling parties are I.M. Livingstone and R.J. Livingstone through their joint ownership of London and Regional Group Properties Ltd.