Manchester Life Management Limited - Limited company accounts 22.3

REGISTERED NUMBER: 08800088 (England and Wales)

Report of the Director and

Financial Statements

for the Year Ended 31 May 2022

for

MANCHESTER LIFE MANAGEMENT LIMITED

Page

Company Information

1

Report of the Director

2

Report of the Independent Auditors

4

Profit and Loss Account

7

Balance Sheet

8

Statement of Changes in Equity

9

Notes to the Financial Statements

10

Director:

M L Edelman

Registered office:

Unit 5

Royal Mills

Redhill Street

Manchester

M4 5BA

Registered number:

08800088 (England and Wales)

Auditors:

Haines Watts

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

The director presents his report with the financial statements of the company for the year ended 31 May 2022.

Principal activity

The principal activity of the company is to act as a letting and management agent on behalf of its shareholders and third party customers.

Review of business

The Company has had another successful year operating a portfolio of 4 buildings providing 860 rental homes on behalf of its shareholders. In September 2021 the Company was appointed managing agent of a fifth building, Lampwick Quay by Prudential Group Investment Management. The team has grown to reflect this increase in activity. Leasing has remained remarkably resilient with occupancy above budget throughout the year.

During the year the Company ceased to operate as a block manager of residential properties.

The director does not consider there to be a significant impact to the business as a result of Brexit. Any staff who were EU citizens have settled status in the UK. The company has not experienced any Brexit related disruption, nor does it anticipate any.

Director

M L Edelman held office during the whole of the period from 1 June 2021 to the date of this report.

Covid-19

The Director does not believe that COVID-19 will have a material adverse effect on the Company's operations.

Liquidity

At the time of writing over 99% of the available properties are either leased or reserved. Under this scenario the Company generates a sufficient level of profit and cash.

The cash balance at the date of this report is strong, it is not anticipated by management that the Company will be required to rely on the shareholders for financing.

Going concern

The financial statements have been prepared on a going concern basis. Details regarding the adoption of going concern is found within note 3 to the financial statements. The Director has assessed the Company's ability to continue to meet its working capital requirements through the normal cyclical nature of receipts and payments. The Director believes the Company will continue as a going concern based on the sensitivity analysis performed and market conditions known at the date of signing these financial statements. This will continue to be reviewed going forward.

Statement of director's responsibilities

The director is responsible for preparing the Report of the Director 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 of 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 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 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. 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.

Statement as to disclosure of information to auditors

So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors

The auditors, Haines Watts, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

On behalf of the board:

M L Edelman - Director

23 February 2023

Opinion

We have audited the financial statements of Manchester Life Management Limited (the 'company') for the year ended 31 May 2022 which comprise the Profit and Loss Account, Balance Sheet, 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 Financial Reporting Standard 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 May 2022 and of its profit 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 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 director is responsible for the other information. The other information comprises the information in the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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 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.

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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Director 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 Report of the Director.

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 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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Director.

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page two, 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 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.

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 a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We assessed the susceptibility of the company's financial statements to material misstatement, including how fraud

might occur. Audit procedures performed by the company engagement team included:

- identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

- understanding how those charged with governance considered and addressed the potential for override of controls or

other inappropriate influence over the financial reporting process;

- identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;

- revenue recognition, we have tested a sample of rental contracts in the year, ensuring they have led to sales in the

financial statements as well as testing a sample of tenant deposits and ensuring they have been correctly treated; and

- assessing the extent of compliance with the relevant laws and regulations, including those of a residential landlord.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases

the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial

statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater

regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery,

collusion, omission or misrepresentation.

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 Report of the Auditors.

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 a Report of the Auditors 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.

David Fort FCA (Senior Statutory Auditor)

for and on behalf of Haines Watts

Northern Assurance Buildings

9-21 Princess Street

Manchester

M2 4DN

23 February 2023

Turnover

10,248

10,062

Administrative expenses

(10,140

)

(10,053

)

Operating profit and

Profit before taxation

108

9

Tax on profit

6

(23

)

(4

)

Profit for the financial year

85

5

Fixed assets

Tangible assets

7

5

7

Current assets

Debtors

8

219

189

Cash at bank

1,309

1,055

1,528

1,244

Creditors

Amounts falling due within one year

9

1,448

1,251

Net current assets/(liabilities)

80

(7

)

Total assets less current liabilities

85

-

Capital and reserves

Called up share capital

11

-

-

Retained earnings

85

-

Shareholder funds

85

-

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the director and authorised for issue on 23 February 2023 and were signed by:

M L Edelman - Director

Called up

share

Retained

Total

capital

earnings

equity

£'000

£'000

£'000

Balance at 1 June 2020

-

(5

)

(5

)

Changes in equity

Total comprehensive income

-

5

5

Balance at 31 May 2021

-

-

-

Changes in equity

Total comprehensive income

-

85

85

Balance at 31 May 2022

-

85

85

1.	Statutory information

Manchester Life Management Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006.

3.	Accounting policies

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

The financial statements have been prepared using the going concern basis of accounting.

The company's activity is the letting and management of residential properties on behalf of its shareholders and third parties. The company collects all rents due, meets its operating costs from this cash and pays the balance, minus appropriate levels of working capital, to its shareholders. At a reduced level of rental income, which the Director considers to be extremely unlikely given continued strong lettings activity, the Company remains able to meet all its operating costs and hold sufficient working capital.

Through the agreements with its shareholders, the Company has the ability to retain working capital funds and adopt flexibility over the amounts paid to the shareholder entities, which strengthens its position in being able to meet its outgoings should rental income fall significantly. When considered in the context of the Company being able to retain working capital funds, the rental income would need to reduce by over 50% to cast doubt over the going concern position.

Therefore the Director is of the view that the Company will continue as a going concern and, therefore, will meet its liabilities as they fall due within the normal course of business. Thus, he continues to adopt the going concern basis of accounting in preparing the annual financial statements.

Turnover

The company acts as agent in respect of letting and property management for customers which include shareholders and third parties.

During the year the company became a disclosed agent for all buildings owned by shareholders. As a result the company no longer recognises all rental income as turnover. The rental income received on behalf of shareholders is offset by the expenditure incurred acting as agent on their behalf.

Turnover in respect of third party customers comprises the commissions generated on the income and the recoverable expenditure as per the property management agreement.

The company received block management fees in respect of four developments, however, these ceased during the period as the block management was handed over to new block management providers.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

33% straight line

Fixtures and fittings

-

33% straight line

Tangible fixed assets are stated at cost (or deemed cost) or valuation less accumulated depreciation and accumulated impairment losses.

Financial instruments

The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of financial instruments.

(i) Financial assets

Basic financial assets, including trade debtors, other debtors, group loans and bank balances, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where

the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Such assets are subsequently carried at amortised cost using the effective interest method.

(ii) Financial liabilities

Basic financial liabilities, including trade creditors, other creditors and group loans that are classified as debt, are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Profit and Loss Account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new ordinary shares or options are shown in equity as a deduction, net of tax, from the proceeds.

4.	Employees and directors

The average number of employees during the year was 54 (2021 - 48 ) .

5.	Operating profit

The operating profit is stated after charging:

2022

2021

£'000

£'000

Depreciation - owned assets

5

21

6.

Taxation

Analysis of the tax charge

The tax charge on the profit for the year was as follows:

2022

2021

£'000

£'000

Current tax:

UK corporation tax

23

4

Tax on profit

23

4

7.	Tangible fixed assets

Fixtures

Plant and

and

Computer

machinery

fittings

equipment

Totals

£'000

£'000

£'000

£'000

Cost

At 1 June 2021

2

18

60

80

Additions

-

-

3

3

At 31 May 2022

2

18

63

83

Depreciation

At 1 June 2021

1

14

58

73

Charge for year

1

3

1

5

At 31 May 2022

2

17

59

78

Net book value

At 31 May 2022

-

1

4

5

At 31 May 2021

1

4

2

7

8.

Debtors: amounts falling due within one year

2022

2021

£'000

£'000

Trade debtors

102

82

Amounts owed by group undertakings

-

13

Other debtors

117

94

219

189

9.

Creditors: amounts falling due within one year

2022

2021

£'000

£'000

Trade creditors

92

73

Amounts owed to group undertakings

896

777

Taxation and social security

107

9

Other creditors

353

392

1,448

1,251

10.	Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:

2022

2021

£'000

£'000

Within one year

63

40

Between one and five years

22

55

85

95

The lease commitment disclosed in the Financial Statements for the Year Ended 31 May 2021 did not take into account a break clause, the comparative disclosure has been restated accordingly.

11.	Called up share capital

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

£

5

Ordinary

£1

5

5

12.	Related party disclosures

Included in creditors is £896,239 (2021 - £777,237) owed to the shareholders which is the surplus of tenancy receipts against costs.

Included in debtors is £NIL (2021 - £13,269) due from other group companies.

13.	Ultimate controlling party

The Company is jointly owned by Silk Glass Developments Limited, Flour Developments Limited, Blossom Iron Developments Limited, Glass Developments Limited and Lampwick Developments Limited, each holding 20% of the shares in the company The ultimate controlling party is determined by the Director to be His Highness Sheikh Mansoor Bin Zayed Al Nahyan.