Company Registration No. 13686750 (England and Wales)
CD WELCOMBE OPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
PAGES FOR FILING WITH REGISTRAR
LB GROUP
1 Vicarage Lane
Stratford
London
England
E15 4HF
CD WELCOMBE OPCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 11
CD WELCOMBE OPCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
30 SEPTEMBER 2023
30 September 2023
- 1 -
30 September 2023
31 December 2022
Notes
£'000
£'000
£'000
£'000
Fixed assets
Intangible assets
-
0
7
Tangible assets
5
436
201
436
208
Current assets
Stocks
62
43
Debtors
6
1,146
616
Cash at bank and in hand
524
206
1,732
865
Creditors: amounts falling due within one year
7
(6,346)
(4,104)
Net current liabilities
(4,614)
(3,239)
Net liabilities
(4,178)
(3,031)
Capital and reserves
Called up share capital
8
-
0
-
0
Profit and loss reserves
(4,178)
(3,031)
Total equity
(4,178)
(3,031)

The directors of the company have elected not to include a copy of the income statement within the financial statements.true

These financial statements have been prepared and delivered 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 28 August 2024 and are signed on its behalf by:
H A Forusz
V Nazarov
Director
Director
Company Registration No. 13686750
CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 2 -
1
Accounting policies
Company information

CD Welcombe Opco Limited is a private company limited by shares incorporated in England and Wales. The registered office is 2nd Floor, 32-33 Gosfield Street, London, W1W 6HL.

1.1
Reporting period

The financial statements for the current period have been prepared for 9 months due to the change in the year end for the current year. The prior period was a full year. For this reason, the comparative amounts presented in the financial statements (including the related notes) will not be entirely comparable.

1.2
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £'000.

The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.

This company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements:

 

 

The financial statements of the company are consolidated in the financial statements of CD Welcombe Topco Limited.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.3
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.true

The directors foresee the going concern of the business for 12 months from the approval of the financial statements based on the ongoing strong performance of the underlying trading entities of the group, alongside the value of the properties that support the trading structure of the group. With the ongoing support of external lenders in order to support the financial base of the business and fund any required capital work the directors are confident that the strength of the tangible and trading assets are to only improve in the foreseeable future. This will ensure that the group of entities and this company will be able to meet and manage relevant financial and non-financial commitments for the foreseeable future.

The directors are aware that the period in which has been reported for the group is one of a loss making position, albeit a significant improvement from the previous year and management are actively seeking to continue to improve results subsequent to the year end and beyond.

 

Subsequent to this period the directors have overseen a period of growth and stability in the trading capacity of the hotel that has allowed it to continue funding the financial requirements and day to day working capital of the business. To this extent, the directors have comfort and support that they can obtain funds as required in order to precipitate any future and ongoing cashflow issues that may arise in the business.

 

Despite this period of growth and stability in the trading capacity of the hotel, the group is at this current time anticipated to be in a cash flow deficit position in the period to 31 December 2025, however is actively seeking to restructure its finance further releasing funds for the group.

 

Management are in the process of securing finance releasing funds for the group, however at this current time, the financing facility has not been signed.

 

As such, due to the ongoing support of the main lenders of the group entities, the financial and continued support of the shareholders and directors of the business, improved underlying performance of the business year on year and asset value, and anticipated restructure of its finance arrangements to further release funds for the group the directors are confident that the company is a going concern for 12 months from the date of the signing of the balance sheet.

1.4
Turnover

Turnover represents amounts receivable in respect of the provision of hotel accommodation, conference facilities, food, beverages and golf income during the year, excluding VAT. Income for accommodation is recognised on a daily basis of the customers use of the hotel. Income related to Conference Facilities is recognised on the date the facility is used. Food and Beverage income is recognised at the point of sale to the customer. Income related to golf sales is recognised on a daily basis of the customers use of the golf course. Income related to the health club is recognised on the date the customer uses the facility.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 4 -
1.5
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Software
20% straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
1.6
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Leasehold improvements
25% Straight line
Fixtures and fittings
25% Straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.

1.7
Impairment of fixed assets

At each reporting period end date, the company reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 5 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.8
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.9
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

1.10
Financial instruments

The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the company's statement of financial position when the company becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial liabilities

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares 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 payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

1.11
Equity instruments

Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.

1.12
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.13
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.14
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases asset are consumed.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 7 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Bad Debt Provision

Provision is made for bad debts. This requires management’s best estimate of the value of payments expected to be received in future. In addition, the timing of the cash flows require management’s judgement.

Stock Provision

Judgment is required from management to determine the costs to be incurred to sell the stock and thereby determine the net realisable value of the stock at year end and any provision that may required for impairment of the stock.

3
Turnover
2023
2022
£'000
£'000
Turnover analysed by class of business
Accommodation and Room Hire
1,879
1,968
Health and Beauty
477
464
Food and Beverage
1,296
1,371
Other
569
519
4,221
4,322
4
Employees

The average monthly number of persons (including directors) employed by the company during the period was:

2023
2022
Number
Number
Total
90
71
CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
4
Employees
(Continued)
- 8 -

Their aggregate remuneration comprised:

as restated
2023
2022
£'000
£'000
Wages and salaries
1,326
1,572
Social security costs
94
113
Pension costs
20
17
1,440
1,702

 

2022 aggregate remuneration has been restated to exclude agency staff costs at £851k previously included within Wages and salaries.

5
Tangible fixed assets
Leasehold improvements
Fixtures and fittings
Total
£'000
£'000
£'000
Cost
At 1 January 2023
253
-
0
253
Additions
412
36
448
At 30 September 2023
665
36
701
Depreciation and impairment
At 1 January 2023
52
-
0
52
Depreciation charged in the period
202
11
213
At 30 September 2023
254
11
265
Carrying amount
At 30 September 2023
411
25
436
At 31 December 2022
201
-
0
201
6
Debtors
2023
2022
Amounts falling due within one year:
£'000
£'000
Trade debtors
191
82
Amounts owed by group undertakings
840
301
Other debtors
115
233
1,146
616

Amounts owed by group undertakings are interest free and repayable on demand.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 9 -
7
Creditors: amounts falling due within one year
2023
2022
£'000
£'000
Trade creditors
1,403
1,262
Amounts owed to group undertakings
3,805
1,000
Taxation and social security
558
393
Other creditors
580
1,449
6,346
4,104

Amounts owed to group undertakings are interest free and repayable on demand.

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 10 -
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£'000
£'000
Ordinary share of £'0001 each
1
1
1
1
9
Audit report information

As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:

The auditor's report was unqualified.

Emphasis of matter

We identified exceptional items in the period to 30 September 2023 relating materially to writing off debit balances within trade creditors at £104,000. The audit report is not modified in respect of the matter emphasised.
Material uncertainty related to going concern
We draw attention to Note 1.3 in the financial statements, which indicates subsequent to the year end the company is seeking to restructure its finance further releasing funds for the group. The funding for the group is not legally contracted for the next 12 months and is subject to either refinance, new finance, or extension of existing funding relationship. As stated in Note 1.3, these events or conditions, along with other matters as set forth in Note 1.3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our audit opinion is not modified, and our audit opinion is not qualified, in respect of this matter.

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. Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Senior Statutory Auditor:
Richard Lane
Statutory Auditor:
LB Group Limited (Stratford)
10
Financial commitments, guarantees and contingent liabilities

From 3 November 2021, the company became a co-obligator to a £8,450,000 loan from Octopus Real Estate S.a R.L. This resulted in a fixed charge over all assets and securities of CD Welcombe Propco Limited, and a floating charge over all assets of the company.

11
Operating lease commitments
Lessee

There is a lease between the company and its immediate parent company CD Welcombe Propco relating to the hotel the company manages. At the point these accounts were signed off the terms of this lease were still in negotiation. As such, no commitment is disclosed within these financial statements.

 

CD WELCOMBE OPCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2023
- 11 -
12
Related party transactions
Balances with related parties
Amounts owed by
Amounts owed to
related parties
related parties
2023
2022
2023
2022
£'000
£'000
£'000
£'000
CD Cheltenham Opco
-
0
-
0
350
-
0
CD Welcombe Holdco
66
66
-
0
-
0
CD Welcombe Limited
-
0
-
0
981
819
CD Welcombe Propco Limited
50
50
1,750
1,000
13
Parent company

The immediate parent company of CD Welcombe Opco Limited is CD Welcombe Propco Limited. The ultimate parent company in the UK is CD Welcombe Topco Limited, which is consolidated itself.

 

The ultimate parent company is Conquer Dawn Limited with a registered office address at, 2nd Floor, Palmerston House, Denzille Lane, Dublin, Ireland.

 

There are no ultimate controlling parties.

2023-09-302023-01-01falseCCH SoftwareCCH Accounts Production 2024.200No description of principal activityThis audit opinion is unqualifiedH A ForuszV Nazarovfalse2024-08-28136867502023-01-012023-09-30136867502023-09-30136867502022-12-3113686750core:LeaseholdImprovements2023-09-3013686750core:FurnitureFittings2023-09-3013686750core:LeaseholdImprovements2022-12-3113686750core:FurnitureFittings2022-12-3113686750core:CurrentFinancialInstrumentscore:WithinOneYear2023-09-3013686750core:CurrentFinancialInstrumentscore:WithinOneYear2022-12-3113686750core:CurrentFinancialInstruments2023-09-3013686750core:CurrentFinancialInstruments2022-12-3113686750core:ShareCapital2023-09-3013686750core:ShareCapital2022-12-3113686750core:RetainedEarningsAccumulatedLosses2023-09-3013686750core:RetainedEarningsAccumulatedLosses2022-12-3113686750bus:Director12023-01-012023-09-3013686750bus:Director22023-01-012023-09-3013686750core:IntangibleAssetsOtherThanGoodwill2023-01-012023-09-3013686750core:ComputerSoftware2023-01-012023-09-3013686750core:LeaseholdImprovements2023-01-012023-09-3013686750core:ProductService12023-01-012023-09-3013686750core:ProductService12022-01-012022-12-3113686750core:ProductService22023-01-012023-09-3013686750core:ProductService22022-01-012022-12-3113686750core:ProductService32023-01-012023-09-3013686750core:ProductService32022-01-012022-12-3113686750core:OtherProductsServices2023-01-012023-09-3013686750core:OtherProductsServices2022-01-012022-12-31136867502022-01-012022-12-3113686750core:LeaseholdImprovements2022-12-3113686750core:FurnitureFittings2022-12-31136867502022-12-3113686750core:FurnitureFittings2023-01-012023-09-3013686750core:WithinOneYear2023-09-3013686750core:WithinOneYear2022-12-3113686750core:Associate12023-01-012023-09-3013686750core:Associate22023-01-012023-09-3013686750core:Associate32023-01-012023-09-3013686750core:Associate42023-01-012023-09-3013686750core:Associate12023-09-3013686750core:Associate12022-12-3113686750core:Associate22023-09-3013686750core:Associate22022-12-3113686750core:Associate32023-09-3013686750core:Associate42023-09-3013686750core:Associate42022-12-3113686750core:Associate32022-12-3113686750bus:PrivateLimitedCompanyLtd2023-01-012023-09-3013686750bus:SmallCompaniesRegimeForAccounts2023-01-012023-09-3013686750bus:FRS1022023-01-012023-09-3013686750bus:Audited2023-01-012023-09-3013686750bus:FullAccounts2023-01-012023-09-30xbrli:purexbrli:sharesiso4217:GBP