Uxbridge Management Company Limited - Limited company accounts 23.2

REGISTERED NUMBER: 04968550 (England and Wales)

Report of the Directors and

Financial Statements

for the Year Ended 31 December 2022

for

Uxbridge Management Company Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

7

Balance Sheet

8

Notes to the Financial Statements

9

DIRECTORS:

M G Smith

R Davis

J P Stretton

Mrs K L Maher

SECRETARY:

Ms A Wellman

REGISTERED OFFICE:

4th Floor, Minton Place

Station Road

Swindon

SN1 1DA

REGISTERED NUMBER:

04968550 (England and Wales)

AUDITORS:

Elliotts Shah

Statutory Auditor

Chartered Accountants

4th Floor

167 Fleet Street

London

EC4A 2EA

The directors present their report with the financial statements of the company for the year ended 31 December 2022.

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of the management and maintenance of Uxbridge Business Park, Uxbridge.

DIRECTORS

The directors during the year under review were:

M G Smith

R Davis

J P Stretton

Mrs K L Maher

The directors holding office at 31 December 2022 did not hold any beneficial interest in the issued share capital of the company at 1 January 2022 or 31 December 2022.

GOING CONCERN

The Directors consider that the Company has adequate resources and suitable arrangements in place for it to meet its obligations when they fall due and continue in operational existence for the foreseeable future. On this basis, it has been assessed that it is appropriate for the financial statements to be prepared on a going concern basis.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have 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 directors must not approve the financial statements unless they are 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 directors are 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 directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and enable them to ensure that the financial statements comply with the Companies Act 2006. 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

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 G Smith - Director

12 September 2023

Opinion

We have audited the financial statements of Uxbridge Management Company Limited (the 'company') for the year ended 31 December 2022 which comprise the Income Statement, Balance Sheet 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 December 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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 directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, 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 Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Directors.

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 directors' remuneration specified by law are not made; or

-	we have not received all the information and explanations we require for our audit; or

-	the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page two, the directors 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 directors determine 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 directors are 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 directors either intend to liquidate the company or to cease operations, or have 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 gained an understanding of the legal and regulatory framework applicable to the Company and considered the risk of non-compliance to those laws and regulations, including fraud. These laws and regulations included but were not limited to compliance with the Companies Act 2006, UK accounting standards and the requirements of the Code of Practice 'Service charges in commercial property' issued by the RICS under which the service charge accounts are prepared separately and incorporated in these financial statements.

We considered compliance with laws and regulations that could give rise to a material misstatement in the company's financial statements. Our tests included, but were not limited to:

- agreement of the financial statement disclosures to underlying supporting documentation;

- enquiries of management;

- testing of journal postings made during the year to identify potential management override of controls ; and

- review of meeting minutes throughout the period.

We communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and discussed how and where these might occur and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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 are to become aware of it.

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.

Nathalie Yip (Senior Statutory Auditor)

for and on behalf of Elliotts Shah

Statutory Auditor

Chartered Accountants

4th Floor

167 Fleet Street

London

EC4A 2EA

12 September 2023

SERVICE CHARGE RECEIVABLE

658,518

575,961

Service charge expenditure

660,687

575,961

GROSS LOSS

(2,169

)

-

OPERATING LOSS

4

(2,169

)

-

Interest receivable and similar income

2,678

-

PROFIT BEFORE TAXATION

509

-

Tax on profit

509

-

PROFIT FOR THE FINANCIAL YEAR

-

CURRENT ASSETS

Debtors

5

287,347

233,362

Cash at bank

261,666

190,220

549,013

423,582

CREDITORS

Amounts falling due within one year

6

525,753

422,822

NET CURRENT ASSETS

23,260

760

TOTAL ASSETS LESS CURRENT
LIABILITIES

23,260

760

PROVISIONS FOR LIABILITIES

7

22,500

-

NET ASSETS

760

CAPITAL AND RESERVES

Called up share capital

8

760

SHAREHOLDERS' FUNDS

760

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 Board of Directors and authorised for issue on 12 September 2023 and were signed on its behalf by:

M G Smith - Director

1.	STATUTORY INFORMATION

Uxbridge Management Company 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.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

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

Service charge receivable

Service charge receivable is recognised based on an agreed budget for park management costs to be charged to the freeholders on a quarterly basis. This is adjusted for any over/under spending at year end. is Service charge receivable is recognised exclusive of value added tax.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, 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.

Cash flow statement

The company has taken advantage of the exemption available in FRS Section 1A for small companies not to prepare a cash flow statement.

Trade and other debtors

Trade and other debtors that are receivable within one year and do not constitute a financing transaction are recorded at the undiscounted amount expected to be received, net of impairment.

Trade and other creditors

Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Accrued income

Income is accrued when there is an overspend compared to the annual budget notified to the freeholders.

Deferred income

Income is deferred when park management fees are billed in advance in respect of the subsequent years and when there is an underspend compared to the annual budget to the freeholders.

3.	EMPLOYEES AND DIRECTORS

No director received any emoluments during the year for their services as directors (2021: £nil).

The company has no employees (2021: none). All staff requirements are provided by Workman LLP or Workman Facilities Management Limited.

4.	OPERATING LOSS

The operating loss is stated after charging:

2022

2021

£

Fees payable to the company's auditors for the audit of the statutory accounts

2,650

2,500

5.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

Trade debtors

262,361

205,488

Other debtors

24,986

27,874

287,347

233,362

6.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

Trade creditors

1,925

1,875

Taxation and social security

39,167

22,686

Other creditors

484,661

398,261

525,753

422,822

7.	PROVISIONS FOR LIABILITIES

Provision for liabilities comprises of the expected future provision of services to the park amenity areas in accordance with the Deeds of Covenant between the company and the park freeholders, which include but are not limited to maintenance of landscaped areas.

8.	CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:

Number:

Class:

Nominal

2022

2021

value:

£

1

'A' ordinary shares

£1

1

759

'B' ordinary shares

£1

759

760

The 'A' share is held by ARC 1 Limited Partnership, through its general partner, Advanced Research Clusters GP Limited, during the development stage and until the business park is fully developed.

'A' and 'B' shareholders have no entitlement to any dividend from the company. 'A' and 'B' shares have equal rights upon winding up of the company.

'B' shares are issued to the freeholders in proportion to acres of the business park they acquire.

Until 'B' shares have been allotted to freeholders in respect of the whole of the park, the holder of an 'A' share shall on a poll have that number of votes equal to the number of 'A' ordinary shares and 'B' ordinary shares in aggregate, and thereby retain ultimate control of the company.

Once 'B' shares have been allotted in respect to the whole of the business park 'B' ordinary shares gain full voting rights and 'A' ordinary shares no longer carry any rights to receive notice of or attend and vote at any Shareholders' General Meeting of the company.

9.	RELATED PARTY TRANSACTIONS

ARC 1 Limited Partnership control the majority of voting rights of the company through its general partner, Advanced Research Clusters GP Limited. ARCGP 1 Limited and ARCGP 2 Limited are subsidiary undertakings of Advanced Research Clusters GP Limited.

During the year, the company provided park management services to ARCGP 1 Limited and ARCGP 2 Limited at arm's length, these transactions are detailed in the table below.

A number of directors of the company are also members of Workman LLP and/or directors of Workman Facilities Management Limited who provided business park management services and staff services to the company at arm's length as detailed in the table below:

Transactions and balances in 2022:

Sales to
related party

Purchases
from related
party

Amounts
owed from
related
party

£

ARCGP 1 Limited and ARCGP 2 Limited

684,960

-

262,361

Workman Facilities Management Limited

-

31,130

-

Workman LLP

-

33,268

-

Transactions and balances in 2021:

Sales to
related party

Purchases
from related
party

Amounts
owed from
related
party

£

ARCGP 1 Limited and ARCGP 2 Limited

608,773

-

205,488

Workman Facilities Management Limited

-

27,718

-

Workman LLP

-

34,318

-

10.	ULTIMATE CONTROLLING PARTY

The company is under the control of Advanced Research Clusters GP Limited which is the beneficial owner of the 100% of the 'A' ordinary shares.

Advanced Research Clusters GP Limited is under the ultimate control of Brookfield Asset Management Inc which is listed on the Toronto and New York Stock Exchanges.