LLP NUMBER OC354812
THIS IS PROTOS LLP
MEMBERS' REPORT AND FINANCIAL STATEMENTS
YEAR ENDED 31 MARCH 2026
THIS IS PROTOS LLP
INDEX TO THE FINANCIAL STATEMENTS
Page
Partnership Information
1
Members' Report
2-3
Members' Responsibilities Statement
4
Independent Auditor's Report to the Members of This Is Protos LLP
5-8
Balance Sheet
9
Statement of Changes in Members' Interests
10
Notes to the Financial Statements
11-14
THIS IS PROTOS LLP
PARTNERSHIP INFORMATION
Designated Members:
Peel L&P Protos (No.2) Limited
Peel L&P Protos (No.1) Limited
LLP Number:
OC354812
Registered Office:
Venus Building
1 Old Park Lane
Traffordcity
Manchester
M41 7HA
Auditor:
Deloitte LLP
Statutory Auditor
Edinburgh
United Kingdom
1
THIS IS PROTOS LLP
MEMBERS' REPORT
The members present their members' report and audited financial statements for the year ended 31 March 2026.
The partnership meets the definition of a small LLP under The Companies Act 2006 and has therefore taken advantage of the reduced disclosure requirements including the exemption from presenting a cash flow statement.
This is Protos ("the partnership) is a Limited Liability Partnership registered under the Limited Liability Partnerships Act 2000 in England and Wales.
Principal activities
Following the transfer of the LLP's investment property in previous years, all trading activities have ceased and it is the intention of the members for the partnership to become dormant in the near future. Previously, the principal activity of the LLP was to hold, manage and develop the Ince Park Resources Recovery Park site with a view of optimising the return therefrom by way of income streams and capital appreciation.
Going concern
Following the transfer of the LLP's investment property in previous years all trading activities have ceased. Consequently, the financial statements have been prepared on a basis other than that of a going concern. No material changes arose as a result of ceasing to apply the going concern basis. The LLP is expected to be liquidated in future years.
Designated members
The designated members (as defined in the Limited Liability Partnerships Act 2000) during the year and up to the date of signing were as follows:
Peel L&P Protos (No.2) Limited
Peel L&P Protos (No.1) Limited
Members' drawings and the subscription and repayment of members' capital
The capital requirements of the partnership are determined by the Board and are reviewed regularly. Each member is required to subscribe for a proportion of this capital. The amount of capital subscribed by each member shall belong to the members' in the proportions in which it has been contributed by them. No interest is paid on capital. Members' capital is only repayable on approval by the Board.
The loan requirements of the partnership are determined by the Members' and are reviewed regularly. All member loans are unsecured.
The members shall be entitled to share in the profits of the LLP equally or in such proportions and at such time as the members shall unanimously agree from time to time reflecting capital contributions, loans, and other financial contributions made to the LLP by the members.
Drawings by members on account of profits are classified as members' current assets within members' interests.
Members' capital is repayable on cessation of membership.
2
THIS IS PROTOS LLP
MEMBERS' REPORT (CONTINUED)
Statement of disclosure to auditor
Each member at the date of approval of this report confirms that:
(a)
so far as the members are aware, there is no relevant audit information of which the LLP's auditor is unaware; and
(b)
they have taken all the steps that they ought to have taken as members in order to make themselves aware of any relevant audit information and to establish that the LLP's auditor is aware of that information.
This confirmation is given and should be interpreted in accordance with the provisions of section 418 of the Companies Act 2006.
Deloitte LLP was appointed auditor to the LLP in the year. In the absence of a general meeting the auditor is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Future risks and uncertainties
The LLP is not facing any risks as it is not trading.
Approved by the members and signed on their behalf by:
Ashley Tyrer
For and on behalf of Peel L&P Protos (No.1) Limited, Designated member.
Date: 27 October 2026
3
THIS IS PROTOS LLP
MEMBERS' RESPONSIBILITIES STATEMENT
The members are responsible for preparing the members' report and the financial statements in accordance with applicable law and regulations.
The Limited Liability Partnerships (Accounts & Audit) (Application of Companies Act 2006) Regulations 2008 require the members to prepare financial statements for each financial year. Under that law the members have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”.
The financial statements are required by law to give a true and fair view of the state of affairs of the firm and of the profit or loss of the firm for that period. In preparing these financial statements, the members are required to:
select suitable accounting policies and then apply them consistently;
make judgements 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 firm will continue in business.
The members are responsible for keeping adequate accounting records that disclose with reasonable accuracy at any time the financial position of the firm and enable them to ensure that the financial statements comply with the Companies Act 2006, as applicable to limited liability partnerships. They are also responsible for safeguarding the assets of the firm and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
These responsibilities are exercised by the Board on behalf of the members.
4
THIS IS PROTOS LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THIS IS PROTOS LLP FOR THE YEAR ENDED 31 MARCH 2026
Report on the audit of the financial statements
Opinion
In our opinion the financial statements of This Is Protos LLP (the ‘limited liability partnership'):
give a true and fair view of the state of the limited liability partnership's affairs as at 31 March 2026 and of its result for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland”; and
have been prepared in accordance with the requirements of the Companies Act 2006 as applied to limited liability partnerships.
We have audited the financial statements which comprise:
the balance sheet;
the statement of changes in members' interests; and
the related notes 1 to 7.
The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
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 limited liability partnership in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the Financial Reporting Council's (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.
Emphasis of matter - Financial statements prepared other than on a going concern basis
We draw attention to note 1 in the financial statements, which indicates that the financial statements have been prepared on a basis other than that of a going concern. Our opinion is not modified in respect of this matter.
5
THIS IS PROTOS LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THIS IS PROTOS LLP FOR THE YEAR ENDED 31 MARCH 2026
Other information
The other information comprises the information included in the members' report, other than the financial statements and our auditor's report thereon. The members are responsible for the other information contained within the members' report. Our opinion on the financial statements does not cover the other information and 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.
Responsibilities of members
As explained more fully in the members' responsibilities statement, the members 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 members 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 members are responsible for assessing the limited liability partnership'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 members either intend to liquidate the limited liability partnership or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an 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.
A further description of our responsibilities for the audit of the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.
6
THIS IS PROTOS LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THIS IS PROTOS LLP FOR THE YEAR ENDED 31 MARCH 2026
Extent to which the audit was considered capable of detecting irregularities, including fraud
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.
We considered the nature of the limited liability partnership's industry and its control environment, and reviewed the limited liability partnership's documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management and the members about their own identification and assessment of the risks of irregularities, including those that are specific to the limited liability partnership's business sector.
We obtained an understanding of the legal and regulatory framework that the limited liability partnership operates in, and identified the key laws and regulations that:
had a direct effect on the determination of material amounts and disclosures in the financial statements. These included UK Companies Act; and
do not have a direct effect on the financial statements but compliance with which may be fundamental to the limited liability partnership's ability to operate or to avoid a material penalty. These included General Data Protection Regulation, employment law, health and safety regulations and building regulations.
We discussed among the audit engagement team including relevant internal specialists such as IT specialists regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.
In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.
In addition to the above, our procedures to respond to the risks identified included the following:
reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;
performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;
enquiring of management and in-house legal counsel concerning actual and potential litigation and claims, and instances of non-compliance with laws and regulations; and
reading minutes of meetings of those charged with governance.
7
THIS IS PROTOS LLP
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF THIS IS PROTOS LLP FOR THE YEAR ENDED 31 MARCH 2026
Report on other legal and regulatory requirements
Matters on which we are required to report by exception
Under the Companies Act 2006 as applied to limited liability partnerships we are required to report in respect of the following matters 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
we have not received all the information and explanations we require for our audit; or
the members were not entitled to prepare financial statements in accordance with the small limited liability partnerships regime.
We have nothing to report in respect of these matters.
Other matter
As the limited liability partnership was exempt from audit under section 477 of the Companies Act 2006 in the prior year, we have not audited the corresponding amounts for that year.
Use of our report
This report is made solely to the limited liability partnership's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006 as applied to limited liability partnerships. Our audit work has been undertaken so that we might state to the limited liability partnership's members 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 limited liability partnership and the limited liability partnership's members as a body, for our audit work, for this report, or for the opinions we have formed.
Nikola Doig (Senior Statutory Auditor)
For and on behalf of Deloitte LLP
Statutory Auditor
Edinburgh, United Kingdom
27 October 2026
8
THIS IS PROTOS LLP
BALANCE SHEET AS AT
31 MARCH 2026
31 March 2026
2026
2025
Note
£
£
Current assets
Amounts due from members
5
4,921,673
4,921,673
Net assets attributable to members
4,921,673
4,921,673
Represented by:
Equity
Members' other interests
Members' capital classified as equity
4,607,165
11,659,496
Other reserves classified as equity
314,508
(6,737,823)
4,921,673
4,921,673
Total members' interests
Amounts due from members
5
4,921,673
4,921,673
Members' other interests
(4,921,673)
(4,921,673)
-
-
The accompanying notes form an integral part of these financial statements.
These accounts have been prepared in accordance with the provisions applicable to LLPs subject to the small LLPs regime.
The financial statements This Is Protos LLP (registered number OC354812) were approved by the members and authorised for issue on 27 October 2026. They were signed on behalf of the members by:
Ashley Tyrer
For and on behalf of Peel L&P Protos (No.1) Limited, Designated member.
9
THIS IS PROTOS LLP
STATEMENT OF CHANGES IN MEMBERS' INTERESTS FOR THE YEAR ENDED 31 MARCH 2026
EQUITY
Members' other interests
DEBT
TOTAL
Members' capital (classified as equity)
Other
reserves
Total
Loans and
other debts
due to
members less
any amounts
due from
members in
debtors
Total
members'
interests
£
£
£
£
£
Members' interests at 1 April 2024
11,659,496
(6,737,823)
4,921,673
(4,921,673)
-
Result for the financial year available
for discretionary division among
members
-
-
-
-
-
Members' interests at 31 March 2025
11,659,496
(6,737,823)
4,921,673
(4,921,673)
-
Result for the financial year available
for discretionary division among
members
-
-
-
-
-
Transactions with members in their
capacity as owners (note 6):
Credit arising on repayment of a
fully impaired loan, recognised
directly in equity
-
7,052,331
7,052,331
-
7,052,331
Members' capital repaid to Peel
L&P Protos (No.2) Limited
(7,052,331)
-
(7,052,331)
-
(7,052,331)
Members' interests at 31 March 2026
4,607,165
314,508
4,921,673
(4,921,673)
-
The accompanying notes form an integral part of these financial statements.
10
THIS IS PROTOS LLP
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1.
Accounting policies
The principal accounting policies are summarised below. They have all been applied consistently throughout the year and to the preceding year.
Basis of preparation
This Is Protos LLP (“the LLP”) is a limited liability partnership under the Limited Liability Partnership Act 2000 and is incorporated in the United Kingdom and registered England and Wales with LLP registration number OC354812. The address of the registered office is Venus Building, 1 Old Park Lane, Traffordcity, Manchester, M41 7HA.
The principal activities of the LLP and the nature of the LLP's operations are set out in the members' report on pages 2 to 3.
The financial statements have been prepared in accordance with applicable UK accounting standards including Financial Reporting Standard 102 Section 1A – ‘The Financial Reporting Standard applicable in the United Kingdom and Republic of Ireland' (‘FRS 102'), issued by the Financial Reporting Council and the requirement of the Statement of Recommended Practice, Accounting by Limited Liability Partnerships, (issued in July 2014). The financial statements have been prepared under the historical cost convention, modified to include the revaluation of investment properties and certain financial instruments at fair value.
The financial statements are prepared in pounds sterling, which is the functional currency of the LLP. Monetary amounts in these financial statements are rounded to the nearest £.
The LLP meets the definition of a small LLP under The Companies Act 2006 and has therefore taken advantage of the reduced disclosure requirements applicable to the small LLP regime including the presentation of a cash flow statement.
Profit and loss account
The LLP has not traded during the year or the preceding financial year. During this time the LLP received no income and incurred no expenditure and therefore no profit and loss account is presented in these financial statements.
Going concern
Following the transfer of the LLP's investment property in previous years all trading activities have ceased. Consequently, the financial statements have been prepared on a basis other than that of a going concern. No material changes arose as a result of ceasing to apply the going concern basis. The LLP is expected to be liquidated in future years.
11
THIS IS PROTOS LLP
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. Accounting policies (continued)
Financial assets and financial liabilities
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
Financial assets and liabilities are only offset in the balance sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the LLP intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
Debt instruments which comply with all of the condition of paragraph 11.9 of FRS 102 are classified as 'basic'. For debt instruments that do not meet the conditions of FRS 102.11.9, it is considered whether the debt instrument is consistent with the principle in paragraph 11.9A of FRS 102 in order to determine whether it can be classified as basic. Instruments classified as 'basic' financial instruments are subsequently measured at amortised cost using the effective interest method.
Debt instruments that have no stated interest rate (and do not constitute financing transaction) and are classified as payable or receivable within one year are initially measured at an undiscounted amount of the cash or other consideration expected to be paid or received, net of impairment.
With the exception of some hedging instruments, other debt instruments not meeting conditions of being 'basic' financial instruments are measured at fair value through profit or loss.
Commitments to make and receive loans which meet the conditions mentioned above are measured at cost (which may be nil) less impairment.
Financial assets are derecognised when and only when (a) the contractual rights to the cash flows from the financial asset expire or are settled, (b) the LLP transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or (c) the LLP, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.
Financial liabilities are derecognised only when the obligation specified in the contract is discharged, cancelled or expires.
Impairment of financial assets
For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset's carrying amount and the present value of estimated future cash flows, discounted at the financial asset's original effective interest rate.
For financial assets carried at cost less impairment, the impairment loss is the difference between the asset's carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.
12
THIS IS PROTOS LLP
Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired financial asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying amount value had no impairment been recognised.
13
THIS IS PROTOS LLP
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
1. Accounting policies (continued)
Members' interests
Capital introduced classed as equity represents contributions received from the members where there is no intention of repayment. The members are not able to transfer their membership interest within an initial lock-in year, after which the membership interest would be subject to valuation mechanisms, including a pre-emption transfer procedure.
Other interests represent the accumulated net profit for all financial years to date available for discretionary division amongst members, less all drawings taken. The members shall be entitled to share in the profits of the LLP equally or in such proportions and at such time as the members shall unanimously agree from time to time reflecting capital contributions, loans, and other financial contributions made to the LLP by the members.
Members' drawings and capital
The members shall be entitled to share in the profits of the LLP equally or in such proportions and at such time as the members shall unanimously agree from time to time reflecting capital contributions, loans, and other financial contributions made to the LLP by the members.
Drawings by members on account of profits are classified as members' current assets within members' interests.
2.
Profit and loss account
The LLP has not traded throughout the current and prior year. Consequently, the LLP has no profit and loss account.
3.
Employees
There were no employees during the year or prior year, apart from the members.
4.
Tax on profit
All taxation balances for years since the formation of the partnership, including the current year charge, are detailed within the financial statements of the member companies.
5.
Debtors
2026
2025
£
£
Amounts due from members
4,921,673
4,921,673
Amounts due from members are free of interest and repayable on demand.
14
THIS IS PROTOS LLP
NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 MARCH 2026
6. Group restructuring: repayment of loan and return of members' capital
Background
In the year ended 31 March 2022 the LLP fully impaired a loan receivable from Peel L&P Group Finance
Limited, a fellow group undertaking. Including interest accrued and impaired in the year ended 31 March 2023, the impaired balance was £7,052,331. Its carrying amount at 31 March 2025 was nil.
Repayment of the loan
During the year, as part of a restructuring of intercompany balances across the group, the members and their parent undertakings arranged for Peel L&P Group Finance Limited to be funded, through intercompany loans from other group undertakings, to repay the loan in full. The loan was repaid on 31 July 2025.
Accounting treatment
The repayment arose from the decision of the members and their parent undertakings to fund it, rather than from any improvement in the borrower's own ability to pay. The members have therefore concluded that the resulting credit of £7,052,331 arises from a transaction with the members in their capacity as owners of the LLP.
Transactions with members in their capacity as owners are recognised directly in members' interests. The credit has accordingly been recognised in other reserves within members' other interests, as shown in the statement of changes in members' interests, and not in the profit and loss account. This is a significant judgement made by the members in preparing these financial statements.
Return of members' capital
On 31 July 2025, with the unanimous and irrevocable consent of both members, the LLP used the repayment proceeds to repay £7,052,331 of members' capital to Peel L&P Protos (No.2) Limited.
Effect on members' interests
£
Credit on repayment of loan, recognised in other reserves
7,052,331
Members' capital repaid to Peel L&P Protos (No.2) Limited
(7,052,331)
Net effect on members' interests and net assets
-
The transactions had no net effect on the LLP's net assets. At 31 March 2026 members' other interests
comprise members' capital of £4,607,165 and other reserves of £314,508, matched by amounts due from members of £4,921,673.
7. Ultimate holding company
15
THIS IS PROTOS LLP
The ultimate holding company in the year ended 31 March 2026 was Tokenhouse Limited, a company
incorporated in the Isle of Man. Tokenhouse Limited is controlled by the Billown 1997 Settlement.
The immediate parent companies are Peel L&P Protos (No.2) Limited and Peel L&P Protos (No.1) Limited. Their registered office is Ballaman Manor, Ballnahowe Road, Port Erin, Isle of Man, IM9 6JF.
16
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