Michels Ventures 3 Limited 31/12/2022 iXBRL
Michels Ventures 3 Limited 31/12/2022 iXBRL
Company registration number:
11165736
Contents
Directors and other information
Strategic report
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
Directors and other information
Director |
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Secretary |
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Company number |
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Registered office |
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Auditor |
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2nd Floor | ||
32-33 Gosfield Street | ||
London | ||
W1W 6HL | ||
Strategic report
Year ended 31 December 2022
PRINCIPAL ACTIVITIES AND BUSINESS REVIEW
The principal activity of the company during the year was the ownership and operation of the Manchester Airport Hilton hotel.
As a result of the COVID-19 pandemic, the hotel was temporarily closed during the following periods:
- full lockdown from 6 January to 12 April 2021, open to key workers only
- from the end of the third lockdown on 17 May 2021, hotel services fully opened within Government restrictions.
The hotel fully reopened in May 2021 and no further lockdown or disruption occurred during 2022.
RESULTS AND DIVIDENDS
The profit for the period, after taxation, amounted to £231,161 (2021: loss of 1,207,484).
The director has not recommended a dividend.
PRINCIPAL RISKS AND UNCERTAINTIES
The third lockdown ended on 17/5/2021 and hotel services fully opened albeit within government guidelines. COVID measures and lockdowns did affect the performance of the hotel during 2021.
The hotel did benefit from the fact that UK residents decided on staycation holiday during 2021, by remaining in the UK leisure destination rather than flying abroad, where COVID restrictions still existed. The 2021 summer period helped mitigating the various months that were impacted by the pandemic.
2022 seen a recovery in the business but also some major increase in costs, especially business rates with the end of the COVID discount, energy costs and payroll.
This report was approved by the board of directors on 30 June 2023 and signed on behalf of the board by:
Director
Director's report
Year ended 31 December 2022
The director presents his report and the financial statements of the company for the year ended 31 December 2022.
Director
The director who served the company during the year was as follows:
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Dividends
The director did not recommend the payment of a dividend.
Future developments
The hotel continues to perform well and in line with the projections. There is no major refurbishment planned apart from the normal repairs and renewals.
Financial instruments
The company uses various financial instruments. These include loans from shareholders, bank loans and various items, such as trade debtors and trade creditors, which arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company's operations and to fund extensive refurbishments to the hotel. The existence of these financial instruments exposes the company to a number of financial risks, the principal ones of which are liquidity risk and credit risk.
Director's responsibilities statement
The director is responsible for preparing the strategic report, 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:
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select suitable accounting policies and then apply them consistently;
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make judgments and accounting estimates that are reasonable and prudent; and
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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:
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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.
This report was approved by the board of directors on
30 June 2023
and signed on behalf of the board by:
Director
Independent auditor's report to the members of
Year ended 31 December 2022
Opinion
Basis for 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.
Our evaluation of the directors' assessment of the entity's ability to continue to adopt the going concern basis of accounting included the review of the forecast for the next 5 years and the capacity of the company to secure the renewal of the bank loan with Citibank.
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
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
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the information given in the strategic report and the director's report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
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the strategic report and the director's report has been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
Responsibilities of directors
Auditor's responsibilities for the audit of the financial statements
A further description of our responsibilities is located on the Financial Reporting Council's webste 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.
For and on behalf of
Chartered Accountants and Statutory Auditors
2nd Floor
32-33 Gosfield Street
London
W1W 6HL
Statement of comprehensive income
Year ended 31 December 2022
2022 | 2021 | |||||
Note | £ | £ | ||||
Turnover | 4 |
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Cost of sales |
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Gross profit |
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Administrative expenses |
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Other operating income | 5 |
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Operating profit/(loss) | 6 |
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Interest payable and similar expenses | 8 |
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Profit/(loss) before taxation |
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Tax on profit/(loss) | 9 |
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Profit/(loss) for the financial year and total comprehensive income |
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All the activities of the company are from continuing operations.
Statement of financial position
31 December 2022
2022 | 2021 | ||||||||
Note | £ | £ | £ | £ | |||||
Fixed assets | |||||||||
Tangible assets | 10 |
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Current assets | |||||||||
Stocks | 11 |
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Debtors | 12 |
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Cash at bank and in hand |
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Creditors: amounts falling due | |||||||||
within one year | 13 |
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Net current assets |
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Total assets less current liabilities |
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Creditors: amounts falling due | |||||||||
after more than one year | 14 |
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Provisions for liabilities | 15 |
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Net assets |
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Capital and reserves | |||||||||
Called up share capital | 19 |
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Profit and loss account |
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Shareholders funds |
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These financial statements were approved by the
board of directors
and authorised for issue on
30 June 2023
, and are signed on behalf of the board by:
Director
Company registration number:
11165736
Statement of changes in equity
Year ended 31 December 2022
Called up share capital | Profit and loss account | Total | |||
£ | £ | £ | |||
At 1 January 2021 |
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Profit/(loss) for the year |
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Total comprehensive income for the year | - |
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At 31 December 2021 and 1 January 2022 |
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Profit/(loss) for the year |
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Total comprehensive income for the year | - |
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At 31 December 2022 |
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Notes to the financial statements
Year ended 31 December 2022
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.
2.
Statement of compliance
3.
Accounting policies
Basis of preparation
Going concern
Disclosure exemptions
Judgements and key sources of estimation uncertainty
Turnover
Taxation
Tangible assets
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 | - |
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If there is an indication that there has been a significant change in depreciation rate, useful life or residual value of tangible assets, the depreciation is revised prospectively to reflect the new estimates.
Impairment
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.
Stocks
Government grants
Provisions
Financial instruments
Defined contribution plans
4.
Turnover
The whole of the turnover is attributable to the principal activity of the company wholly undertaken in the United Kingdom.
5.
Other operating income
2022 | 2021 | |||
£ | £ | |||
Government grant income |
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6.
Operating profit/loss
Operating profit/loss is stated after charging/(crediting):
2022 | 2021 | ||||
£ | £ | ||||
Depreciation of tangible assets |
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Impairment of trade debtors | 8,463 | - | |||
Fees payable for the audit of the financial statements |
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Bank arrangement fees |
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7.
Staff costs
The average number of persons employed by the company during the year, including the director, amounted to:
2022 | 2021 | |||
Hotel staff |
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The aggregate payroll costs incurred during the year were:
2022 | 2021 | |||
£ | £ | |||
Wages and salaries |
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Social security costs |
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Other pension costs |
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_______ | _______ | |||
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In 2021, the wages and salaries included £255,246 which was covered by grants under the Government's Coronavirus Job Retention Scheme.
8.
Interest payable and similar expenses
2022 | 2021 | ||||
£ | £ | ||||
Bank loans and overdrafts |
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Other loans made to the company: | |||||
Other interest on other loans made to the company |
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Other interest payable and similar expenses |
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9.
Tax on profit/loss
Major components of tax expense/income
2022 | 2021 | |||
£ | £ | |||
Current tax: | ||||
UK current tax expense/income |
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Deferred tax: | ||||
Origination and reversal of timing differences |
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Tax on profit/loss |
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Reconciliation of tax expense/income
The tax assessed on the profit/loss for the year is lower than (2021: higher than) the
standard rate of corporation tax in the UK
of
19.00
% (2021: 19.00%).
2022 | 2021 | |||
£ | £ | |||
Profit/(loss) before taxation |
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Profit/(loss) multiplied by rate of tax |
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Effect of expenses not deductible for tax purposes |
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Effect of different UK tax rates on some earnings | (22,519) | (103,491) | ||
Utilisation of tax losses |
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Tax on profit/loss |
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10.
Tangible assets
Freehold property | Fixtures, fittings and equipment | Total | ||
£ | £ | £ | ||
Cost | ||||
At 1 January 2022 |
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Additions | - |
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At 31 December 2022 |
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Depreciation | ||||
At 1 January 2022 | - |
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Charge for the year | - |
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At 31 December 2022 | - |
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Carrying amount | ||||
At 31 December 2022 |
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At 31 December 2021 |
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The freehold property is depreciated over 50 years, however as it is maintained to a high standard the residual value is considered to be at least carrying value so no depreciation has been charged in the period.
11.
Stocks
2022 | 2021 | |||
£ | £ | |||
Finished goods and goods for resale |
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12.
Debtors
2022 | 2021 | |||
£ | £ | |||
Trade debtors |
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Amounts owed by group undertakings |
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Prepayments and accrued income |
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Other debtors | - |
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13.
Creditors: amounts falling due within one year
2022 | 2021 | |||
£ | £ | |||
Bank loans and overdrafts |
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Trade creditors |
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Amounts owed to group undertakings |
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Accruals and deferred income |
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Corporation tax |
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Social security and other taxes |
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Other creditors |
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_______ | _______ | |||
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14.
Creditors: amounts falling due after more than one year
2022 | 2021 | |||
£ | £ | |||
Bank loans and overdrafts |
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Amounts owed to undertakings in which the company has a participating interest |
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_______ | _______ | |||
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The company has a loan agreement with CitiBank for a nominal amount of £20,861,687 which is being repaid in quarterly instalments with an initial repayment date in April 2023. The loan bears interest at LIBOR 3 months plus 2% and is secured by way of a charge over the freehold property owned by the company. This loan with CitiBank has been extended since April 2023 and is currently being renegotiated. The new loan agreement should be finalised and agreed in the coming months.
The company also has a loan from its parent company London & Regional Group Property Holdings Limited for an original amount of £30,927,976 which was partially repaid in 2018. This loan bears interest at 3.5% and is repayable in 2024.
15.
Provisions
Deferred tax (note 16) | Total | ||
£ | £ | ||
At 1 January 2022 |
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Additions |
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At 31 December 2022 |
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16.
Deferred tax
The deferred tax included in the statement of financial position is as follows:
2022 | 2021 | |||
£ | £ | |||
Included in provisions (note 15) |
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The deferred tax account consists of the tax effect of timing differences in respect of:
2022 | 2021 | |||
£ | £ | |||
Accelerated capital allowances |
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Timing difference on interest payable |
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(402,330) | (308,745) | |||
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17.
Employee benefits
The amount recognised in profit or loss in relation to defined contribution plans was £
37,830
(2021: £
24,455
).
18.
Government grants
2022 | 2021 | |||
£ | £ | |||
Grants received or receivable | 6,000 | 255,246 | ||
Grants repaid | (-) | (255,246) | ||
_______ | _______ | |||
At end of period |
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The amounts recognised in the financial statements for government grants are as follows:
2022 | 2021 | |||
£ | £ | |||
Recognised in other operating income: | ||||
Government grants recognised directly in income |
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19.
Called up share capital
Issued, called up and fully paid
2022 | 2021 | ||||||||
No | £ | No | £ | ||||||
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100 | 100 | 100 | 100 | |||||
_______ | _______ | _______ | _______ | ||||||
20.
Related party transactions
During the year the company entered into the following transactions with related parties:
Transaction value | Balance owed by/(owed to) | ||||
2022 | 2021 | 2022 | 2021 | ||
£ | £ | £ | £ | ||
Parent company | 478,163 | 455,756 | ( 14,437,833) | ( 13,960,649) | |
Michels & Taylor (London) Limited | 315,689 | 123,806 | - | - | |
Other group company | - | - | 4,106,352 | 3,617,061 | |
_______ | _______ | _______ | _______ | ||
As described in note 8 above, the company has an interest bearing loan from its parent company.During the year, the company paid hotel management fees to Michels & Taylor (London) Limited.
21.
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 2022. London and Regional Group Properties Ltd is the parent undertaking of the largest group of undertakings to consolidate these financial statements at 31 December 2022. 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.