Michels Ventures 5 Limited 31/12/2024 iXBRL

Company registration number: 11166235

Michels Ventures 5 Limited

Financial statements

31 December 2024

Michels Ventures 5 Limited

Contents

Directors and other information

Director's report

Independent auditor's report to the members

Statement of comprehensive income

Statement of financial position

Statement of changes in equity

Notes to the financial statements

Michels Ventures 5 Limited

Directors and other information


	Director	Sir David Michels


	Secretary	Ian Noble


	Company number	11166235


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


	Auditor	Baker Friend Audit Limited
		Second Floor
		32-33 Gosfield Street
		London
		W1W 6HL

Michels Ventures 5 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 David 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; and

- 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 him 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.

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 David Michels

Director

Michels Ventures 5 Limited

Independent auditor's report to the members of

Michels Ventures 5 Limited

Year ended 31 December 2024

Opinion

We have audited the financial statements of Michels Ventures 5 Limited (the 'company') for the year ended 31 December 2024 which comprise the statement of comprehensive income, statement of financial position, statement of changes in equity and notes to the financial statements, 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; 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 auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 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.

Our responsibilities and the responsibilities of the director 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 director's remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit; or - the director was 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 director's report and from the requirement to prepare a strategic report.

Responsibilities of directors

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: 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. 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; ando Identifying and testing higher risk journal entries, in particular any journal entries posted with unusual account combinations, journals posted by senior managementThere 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. As part of an audit in accordance with ISAs (UK), we exercise professional judgment and maintain professional scepticism throughout the audit. we also: - Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. - Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the internal control. - Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the director. - Conclude on the appropriateness of the director's use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the company’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the company to cease to continue as a going concern. - Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

A further description of our responsibilities is located 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 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.

Jeffrey Baker (Senior Statutory Auditor)

For and on behalf of

Baker Friend Audit Limited

Chartered Accountants and Statutory Auditors

Second Floor

32-33 Gosfield Street

London

W1W 6HL

25 September 2025

Michels Ventures 5 Limited

Statement of comprehensive income

Year ended 31 December 2024

		Year	Year
		ended	ended

	Note	£	£


Turnover		-	-
Cost of sales		-	( 184)
Administrative expenses		( 10,228)	( 23,786)
		_______	_______
Operating loss	4	( 10,228)	( 23,970)

Interest payable and similar expenses		( 360,966)	( 348,760)
Loss before taxation	5	( 371,194)	( 372,730)

Tax on loss	6	47,239	36,111
		_______	_______
Loss for the financial year and total comprehensive income		( 323,955)	( 336,619)
		_______	_______

All the activities of the company are from continuing operations.

Michels Ventures 5 Limited

Statement of financial position

31 December 2024


	Note	£	£	£	£

Current assets
Debtors	7	-		1,757
Cash at bank and in hand		78,084		78,430
		_______		_______
		78,084		80,187
Creditors: amounts falling due
within one year	8	( 2,712,849)		( 2,751,963)
		_______		_______
Net current liabilities			( 2,634,765)		( 2,671,776)
			_______		_______
Total assets less current liabilities			( 2,634,765)		( 2,671,776)

Creditors: amounts falling due
after more than one year	9		( 10,674,293)		( 10,313,327)
			_______		_______
Net liabilities			( 13,309,058)		( 12,985,103)
			_______		_______

Capital and reserves
Called up share capital	10		100		100
Profit and loss account			( 13,309,158)		( 12,985,203)
			_______		_______
Shareholders deficit			( 13,309,058)		( 12,985,103)
			_______		_______

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 David Michels

Director

Company registration number: 11166235

Michels Ventures 5 Limited

Statement of changes in equity

Year ended 31 December 2024

	Called up share capital	Profit and loss account	Total
	£	£	£


At 1 January 2023	100	( 12,648,584)	( 12,648,484)

Loss for the year		( 336,619)	( 336,619)
	_______	_______	_______
Total comprehensive income for the year	-	( 336,619)	( 336,619)

	_______	_______	_______
At 31 December 2023 and 1 January 2024	100	( 12,985,203)	( 12,985,103)

Loss for the year		( 323,955)	( 323,955)
	_______	_______	_______
Total comprehensive income for the year	-	( 323,955)	( 323,955)

	_______	_______	_______
At 31 December 2024	100	( 13,309,158)	( 13,309,058)
	_______	_______	_______

Michels Ventures 5 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. The address of the registered office is 32-33 Gosfield Street, London W1W 6HL. The financial statements cover a period of 12 months to 31 December 2024, and the comparative figures cover the 12 months to 31 December 2023.

2. Statement of compliance

These financial statements have been prepared in compliance with the provisions of FRS 102, Section 1A, 'The Financial Reporting Standard applicable in the UK and 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 London and Regional Group Property Holdings Ltd is 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.

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 readilyapparent 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.

Taxation

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in the statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in capital and reserves. In this case, tax is recognised in other comprehensive income or directly in capital and reserves, 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.

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 or 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. Operating loss

Operating loss is stated after charging/(crediting):

	Year	Year
	ended	ended

	£	£
Fees payable for the audit of the financial statements	10,000	10,000
	_______	_______

5. Loss before taxation

Loss before taxation is stated after charging/(crediting):

	Year	Year
	ended	ended

	£	£
Fees payable for the audit of the financial statements	10,000	10,000
	_______	_______

6. Tax on loss

Major components of tax income

	Year	Year
	ended	ended

	£	£
Current tax:
UK current tax income/expense	( 2,572)	-
Adjustments in respect of previous periods	( 44,667)	( 36,111)
	_______	_______
Tax on loss	( 47,239)	( 36,111)
	_______	_______

Reconciliation of tax income

The tax assessed on the loss for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25.00 % (2023: 23.50%).

	Year	Year
	ended	ended

	£	£
Loss before taxation	( 371,194)	( 372,730)
	_______	_______

Loss multiplied by rate of tax	( 92,799)	( 87,592)
Adjustments in respect of prior periods	( 44,667)	( 36,111)
Effect of expenses not deductible for tax purposes	87,655	81,959
Utilisation of tax losses	2,572	5,633
	_______	_______
Tax on loss	( 47,239)	( 36,111)
	_______	_______

7. Debtors


	£	£
Other debtors	-	1,757
	_______	_______

8. Creditors: amounts falling due within one year


	£	£
Trade creditors	10,000	52,542
Amounts owed to group undertakings and undertakings in which the company has a participating interest	2,702,849	2,699,421
	_______	_______
	2,712,849	2,751,963
	_______	_______

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


	£	£
Amounts owed to group undertakings and undertakings in which the company has a participating interest	10,674,293	10,313,327
	_______	_______

The company had a loan agreement with CitiBank for a nominal amount of £8,940,723, which vore interest at LIBOR 3 months plus 2% and was secured by way of a charge over the freehold property owned by the company. This loan was repaid in 2021 when the property was sold.

The company also has a loan from its parent company London & Regional Group Property Holdings Limited for an original amount of £20,908,466 which was partially repaid. This loan bears interest at 3.5% and is repayable in 2024.

10. Called up share capital

Issued, called up and fully paid


	No	£	No	£
Ordinary shares of £ 1.00 each	100	100	100	100
	_______	_______	_______	_______

11. Related party transactions

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

	Transaction value		Balance owed by/(owed to)
	Year	Year	Year	Year
	ended	ended	ended	ended

	£	£	£	£
Parent company	( 360,966)	( 348,760)	( 10,745,508)	( 10,313,327)
Other group companies	( 6,000)	( 159,700)	( 2,631,633)	( 2,699,421)
	_______	_______	_______	_______

The company has an interest bearing loan from its parent company.

12. Controlling party

The immediate parent undertaking is 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.London and Regional Group Property Holdings Ltd is the parent undertaking of the smallest group of undertakings to consolidate these financial statement 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.