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Registered number: SC565984













TWELVE NESS WALK LIMITED






DIRECTORS' REPORT AND FINANCIAL STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2023

 
TWELVE NESS WALK LIMITED
 

COMPANY INFORMATION


Directors
A Dufresne-Macgregor 
D Tamman 
C J Ewan 




Company secretary
LC Secretaries Limited



Registered number
SC565984



Registered office
Johnstone House
52-54 Rose Street

Aberdeen

AB10 1HA




Independent auditor
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
TWELVE NESS WALK LIMITED
 

CONTENTS



Page
Strategic report
1
Directors' report
2
Directors' responsibilities statement
3
Independent auditor's report
4 - 7
Statement of comprehensive income
8
Balance sheet
9
Statement of changes in equity
10
Notes to the financial statements
11 - 26

 
TWELVE NESS WALK LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

Introduction
 
The principal activity of the company during the year was that of operating a hotel.

Business review
 
The Directors are pleased to report that the business, now into its fifth year of operation continues to grow and establish itself as the finest five star hotel in Inverness. 
Revenue for the year grew by 7.5% and GOP was in line with that of 2022, Rooms occupancy was in line with 2022 while average room rate grew by 9%. Despite the impact of increased business rates and energy cost and escalating employee costs the hotel continues to maintain net profitability.  
Actual and forecast results for 2024 as at end of July anticipate growth in revenue of 14% with 91% rooms occupancy, a 7.8 points increase on 2023 and an increase in average room rate by a further 12%.
The hotel was awarded the Green tourism Gold Award for 2023 and in line with its Environmental, Social and Good Governance (ESG) commitment continues to support the local community and local charities such as Highland Hospice and Mikey’s Line suicide prevention among others.

Principal risks and uncertainties
 
The directors considers there to be an appropriate structure in place to plan for and mitigate risks.
Competitive risk: The company operates in a competitive market and to some extent the level of trading is affected by the local economy and tourism. The risks associated with this are mitigated by ensuring the company offers a high quality of service across all areas of the business and by targeting the tourism sector as well as business customers.
Credit risk: The key credit risk is in relation to debtors. The directors consider there to be sufficient controls in place to mitigate this risk, with a regular review of outstanding balances.
The company's financial instruments comprise cash at bank, borrowings, trade debtors and trade creditors that arise directly from its operations. The main purpose of these financial instruments is to raise finance for the company’s operations and the main risk arising from them is interest rate fluctuations.
Liquidity risk: The company continues to enjoy a good relationship with the bank. The company aims to maintain an adequate working capital position, and forecasts to ensure that there are adequate facilities in place to meet liabilities as they fall due.
 

Financial key performance indicators
 
The key performance indicators used by the company are room occupancy rates and yields.


This report was approved by the board and signed on its behalf.



A Dufresne-Macgregor
Director

Date: 24 September 2024
Page 1

 
TWELVE NESS WALK LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors present their report and the financial statements for the year ended 31 December 2023.

Results and dividends

The profit for the year, after taxation, amounted to £353,827 (2022 - loss £750,906).

Directors

The directors who served during the year were:

A Dufresne-Macgregor 
D Tamman 
C J Ewan 

Disclosure of information to auditor

Each of the persons who are directors at the time when this Directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditor is aware of that information.

Post balance sheet events

Post year end, the company and its fellow subsidiary Kingsmills Hotel (Inverness) Limited have refinanced its debt facilities, providing total loan finance of £20.5m.  The term of the new debt is three years.

Auditor

The auditor, Anderson Anderson & Brown Audit LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





A Dufresne-Macgregor
Director

Date: 24 September 2024
Page 2

 
TWELVE NESS WALK LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023

The directors are responsible for preparing the Strategic report, the Directors' report 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 for the Company's financial statements and then apply them consistently;

make judgments 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 to enable them to ensure that the financial statements comply with the Companies Act 2006They 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.

Page 3

 
TWELVE NESS WALK LIMITED
 
 
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWELVE NESS WALK LIMITED
 

Opinion


We have audited the financial statements of Twelve Ness Walk Limited (the 'Company') for the year ended 31 December 2023, which comprise the Statement of comprehensive income, the Balance sheet, the Statement of changes in equity and the related notes, including a summary of significant accounting policiesThe 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 2023 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 Auditor's 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 United Kingdom, including the Financial Reporting Council'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 other information comprises the information included in the Annual Report other than the financial statements and our Auditor's report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 4

 
TWELVE NESS WALK LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWELVE NESS WALK LIMITED (CONTINUED)

Opinion 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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic report and the Directors' report have 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 Strategic report or the Directors' report.


We have nothing to report in respect of the following matters in relation to which 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.


Responsibilities of directors
 

As explained more fully in the Directors' responsibilities statement set out on page 3, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the 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.


Page 5

 
TWELVE NESS WALK LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWELVE NESS WALK LIMITED (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditor's report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

We obtained an understanding of the legal and regulatory frameworks within which the company operates, focusing on those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements.
The laws and regulations we considered in this context were the Companies Act 2006 and Taxation legislation.
We identified the greatest risk of material  impact on the financial  statements  from irregularities  including fraud to be:
 
Management  override of controls to manipulate  the company's  key performance indicators  to meet targets
Timing and completeness  of revenue recognition
Management  judgement  applied in calculating  provisions
Compliance  with relevant laws and regulations  which  directly  impact the financial  statements  and those that the company needs to comply with  for the purpose  of trading

Our audit procedures  to respond to these risks included:

Testing of journal entries and other adjustments for appropriateness
Reviewing a sample of sales transaction  to confirm  recognition  appropriate
Evaluating the business rationale of significant transactions outside the normal course  of business
Reviewing  judgments  made  by  management  in  their  calculation   of  accounting   estimates   for  potential management  bias
Enquiries of management  about litigation and claims  and inspection of relevant correspondence
Reviewing  legal  and professional  fees to identify  indications  of actual  or potential  litigation,  claims and any non-compliance  with laws and regulations
Reviewing  minutes of meetings of those charged  with governance  to identify any matters  indicating  actual or potential fraud
 


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 Auditor's report.


Page 6

 
TWELVE NESS WALK LIMITED

 

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF TWELVE NESS WALK LIMITED (CONTINUED)

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 2006Our 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 Auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Derek Mair (Senior statutory auditor)
  
for and on behalf of
Anderson Anderson & Brown Audit LLP
 
Statutory Auditor
  
Kingshill View
Prime Four Business Park
Kingswells
Aberdeen
AB15 8PU

25 September 2024
Page 7

 
TWELVE NESS WALK LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023

2023
2022
Note
£
£

  

Turnover
 4 
4,818,911
4,484,275

Cost of sales
  
(2,649,899)
(2,342,696)

Gross profit
  
2,169,012
2,141,579

Administrative expenses
  
(1,554,966)
(1,186,699)

Other operating income
 5 
43,008
43,008

Operating profit
  
657,054
997,888

Interest receivable and similar income
 8 
80,976
46,106

Interest payable and similar expenses
 9 
(421,882)
(287,113)

Profit before tax
  
316,148
756,881

Tax on profit
 10 
37,679
(1,507,787)

Profit/(loss) for the financial year
  
353,827
(750,906)

The notes on pages 11 to 26 form part of these financial statements.
Page 8

 
TWELVE NESS WALK LIMITED

REGISTERED NUMBER:SC565984

BALANCE SHEET
AS AT 31 DECEMBER 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 11 
14,422,474
14,750,000

  
14,422,474
14,750,000

Current assets
  

Stocks
 12 
42,183
32,774

Debtors: amounts falling due within one year
 13 
3,049,582
2,502,509

Cash at bank and in hand
 14 
1,278,016
1,530,752

  
4,369,781
4,066,035

Creditors: amounts falling due within one year
 15 
(5,158,561)
(1,567,429)

Net current (liabilities)/assets
  
 
 
(788,780)
 
 
2,498,606

Total assets less current liabilities
  
13,633,694
17,248,606

Creditors: amounts falling due after more than one year
 16 
(4,456,547)
(8,388,286)

Provisions for liabilities
  

Deferred tax
 19 
(2,315,129)
(2,352,129)

  
 
 
(2,315,129)
 
 
(2,352,129)

Net assets
  
6,862,018
6,508,191


Capital and reserves
  

Called up share capital 
 20 
100
100

Revaluation reserve
  
6,800,703
6,914,006

Profit and loss account
  
61,215
(405,915)

  
6,862,018
6,508,191


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 




A Dufresne-Macgregor
Director

Date: 24 September 2024

The notes on pages 11 to 26 form part of these financial statements.
Page 9

 
TWELVE NESS WALK LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023


Called up share capital
Revaluation reserve
Profit and loss account
Total equity

£
£
£
£


At 1 January 2022
100
2,935,260
(1,080,909)
1,854,451



Loss for the year
-
-
(750,906)
(750,906)

Transfer to/from profit and loss account
-
(1,425,900)
1,425,900
-

Surplus on revaluation of leasehold property
-
5,404,646
-
5,404,646



At 1 January 2023
100
6,914,006
(405,915)
6,508,191



Profit for the year
-
-
353,827
353,827

Transfer to/from profit and loss account
-
(113,303)
113,303
-


At 31 December 2023
100
6,800,703
61,215
6,862,018


The notes on pages 11 to 26 form part of these financial statements.
Page 10

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

1.


General information

Twelve Ness Walk Limited is a private limited company incorporated in Scotland. The registered office is Johnstone House, 52-54 Rose Street, Aberdeen, AB10 1HA.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The directors, having made due and careful enquiry, are of the opinion that the company has adequate working capital to execute its operations over the next 12 months. The directors, therefore, have made an informed judgement, at the time of approving the financial statements, that there is a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future.  
The directors remain confident that the company can continue to operate as a going concern.  As noted in the Strategic Report the business has grown strongly with both high occupancy and increasing room rates.  This, along with support from the wider Group, the new banking facilities agreed post year end and retained reserves will allow the company to continue to meet it’s obligations as they fall due and operate as a going concern.
 
As a result, the directors have continued to adopt the going concern basis of accounting in preparing the annual financial statements.

 
2.3

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

Rendering of services

Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
the amount of revenue can be measured reliably;
it is probable that the Company will receive the consideration due under the contract;
the stage of completion of the contract at the end of the reporting period can be measured reliably; and
the costs incurred and the costs to complete the contract can be measured reliably.

Page 11

 
TWELVE NESS WALK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.4

Operating leases: the Company as lessee

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

 
2.5

Sale and leaseback

Where a sale and leaseback transaction results in a finance lease, no gain is immediately recognised for any excess of sales proceeds over the carrying amount of the asset. Instead, the proceeds are presented as a liability and subsequently measured at amortised cost using the effective interest method.
When a sale and leaseback transaction results in an operating lease, and it is clear that the transition is established at fair value any profit or loss is recognised immediately. If the sale price is below fair value, any profit or loss is recognised immediately unless the loss is compensated for by the future lease payments at below market price. In that case any such loss is amortised in proportion to the lease payments over the period for which the asset is expected to be used. If the sale price is above fair value, the excess over fair value is amortised over the period for which the asset is expected to be used.

 
2.6

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the Statement of comprehensive income in the same period as the related expenditure.

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the year in which they are incurred.

 
2.10

Pensions

Defined contribution pension plan
The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.
The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the Company in independently administered funds.

Page 12

 
TWELVE NESS WALK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.12

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
75 years
Fixtures and fittings
-
10 years
Office equipment
-
4 years
Computer equipment
-
4 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Page 13

 
TWELVE NESS WALK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.13

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at current year value at fair value at the date of the revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the balance sheet date.
Fair values are determined from market based evidence normally undertaken by professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

 
2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.15

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.16

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

 
2.17

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.18

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.
Page 14

 
TWELVE NESS WALK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.19

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Company's Balance sheet 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 trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, 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.

Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.

Other financial assets

Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date. 

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

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



 
Page 15

 
TWELVE NESS WALK LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.19
Financial instruments (continued)

Basic financial liabilities, which include trade and other payables, bank loans and other loans are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.

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

Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Other financial instruments

Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the profit or loss.

Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the profit or loss. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.

Derecognition of financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Company will continue to recognise the value of the portion of the risks and rewards retained.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Company's contractual obligations expire or are discharged or cancelled.

Page 16

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Judgements in applying accounting policies and key sources of estimation uncertainty The preparation of financial statements, requires management to make judgements, estimates and assumptions that affect the amounts reported for assets and liabilities as at the Statement of Financial Position date and the amounts reported during the year for revenue and costs. However, the nature of estimation means that actual outcomes could differ from those estimates. Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. The following judgements and estimates have had the most significant impact on amounts recognised in the financial statements:
Taxation
The company establishes provisions based on reasonable estimates, for possible consequences of audits by the tax authorities of the respective countries in which it operates. The amount of such provisions is based on various factors, such as experience with previous tax authorities and differing interpretations of tax regulations by the group and the tax authority.
Management estimation is required to determine the amount of deferred tax assets that can be recognised, based upon likely timing and level of future taxable profits together with an assessment of the effect of future tax planning strategies.
Carrying value of property
The directors consider, on an annual basis, whether changes in market conditions have led to any impairment in the valuation of property, using his judgement and market data available. In addition, judgement is applied to select an appropriate useful life and residual value to follow the basis of depreciation.


4.


Turnover

The turnover and the profit for the year are attributable to the one principal activity of the company in the
United Kingdom.


5.


Other operating income

2023
2022
£
£

Government grants receivable
43,008
43,008

43,008
43,008



6.


Auditor's remuneration

During the year, the Company obtained the following services from the Company's auditor:


2023
2022
£
£

Fees payable to the Company's auditor for the audit of the Company's financial statements
10,250
8,000

Page 17

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

7.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
1,421,465
1,280,961

Social security costs
105,392
95,992

Cost of defined contribution scheme
20,530
18,471

1,547,387
1,395,424


The average monthly number of employees, including the directors, during the year was as follows:


        2023
        2022
            No.
            No.







Directors
3
3



Food and beverage
38
36



Housekeeping
20
14



Reception and sales
14
10



Admin and general
2
-

77
63


8.


Interest receivable

2023
2022
£
£


Interest receivable from group companies
42,610
34,618

Other interest receivable
38,366
11,488

80,976
46,106


9.


Interest payable and similar expenses

2023
2022
£
£


Bank interest payable
311,721
163,368

Loans from group undertakings
-
14,117

Finance leases and hire purchase contracts
56,747
48,900

Other interest payable
53,414
60,728

421,882
287,113

Page 18

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

10.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
120,333

Adjustments in respect of previous periods
(679)
-


(679)
120,333


Total current tax
(679)
120,333

Deferred tax


Origination and reversal of timing differences
(37,000)
1,387,454

Total deferred tax
(37,000)
1,387,454


Taxation on (loss)/profit on ordinary activities
(37,679)
1,507,787

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:

2023
2022
£
£


Profit on ordinary activities before tax
316,148
756,881


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
79,037
143,807

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
684
438

Capital allowances for year in excess of depreciation
40,902
15,056

Short term timing difference leading to an increase (decrease) in taxation
(37,000)
1,387,454

Unrelieved tax losses carried forward
-
(23,886)

Group relief
(120,623)
(15,082)

Adjustments in respect of prior periods
(679)
-

Total tax charge for the year
(37,679)
1,507,787
Page 19

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

11.


Tangible fixed assets





Freehold property
Fixtures and fittings
Office equipment
Computer equipment
Total

£
£
£
£
£



Cost or valuation


At 1 January 2023
14,033,678
1,002,960
147,196
75,623
15,259,457


Additions
-
2,000
7,604
751
10,355



At 31 December 2023

14,033,678
1,004,960
154,800
76,374
15,269,812



Depreciation


At 1 January 2023
-
338,199
123,191
48,067
509,457


Charge for the year on owned assets
187,086
115,705
20,056
15,034
337,881



At 31 December 2023

187,086
453,904
143,247
63,101
847,338



Net book value



At 31 December 2023
13,846,592
551,056
11,553
13,273
14,422,474



At 31 December 2022
14,033,678
664,761
24,005
27,556
14,750,000

In 2019, the company entered into an arrangement to sell and leaseback, on a 125 year lease, the property from which the hotel operates. As the company has the option to buy the property at the end of the lease for a nominal amount the transaction was recorded as a financing arrangement and no disposal of property or gain on disposal was recorded in the accounts.
A valuation of the hotel was carried out in December 2022 by external qualified chartered surveyors.  This report valued the hotel on an open market value existing use basis at £18,000,000, with no allowance for the sale and leaseback arrangement entered in to during 2019.  After taking into account the finance lease (Note 18) and depreciation, the Directors consider that a value of £14,033,678 is appropriate as at 31 December 2023.

Cost or valuation at 31 December 2023 is as follows:

Land and buildings
£


At cost
5,535,962
At valuation:

2019
8,497,716



14,033,678

Page 20

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

           11.Tangible fixed assets (continued)

If the land and buildings had not been included at valuation they would have been included under the historical cost convention as follows:

2023
2022
£
£



Cost
5,535,962
5,535,962

Accumulated depreciation
(334,073)
(260,290)

Net book value
5,201,889
5,275,672


12.


Stocks

2023
2022
£
£

Raw materials and consumables
42,183
32,774

42,183
32,774


Page 21

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

13.


Debtors

2023
2022
£
£


Trade debtors
25,075
70,447

Amounts owed by group undertakings
2,985,400
2,393,504

Other debtors
1,838
987

Prepayments and accrued income
37,269
37,571

3,049,582
2,502,509



14.


Cash and cash equivalents

2023
2022
£
£

Cash at bank and in hand
1,278,016
1,530,752

1,278,016
1,530,752



15.


Creditors: Amounts falling due within one year

2023
2022
£
£

Bank loans
3,709,402
289,112

Trade creditors
196,360
191,123

Amounts owed to group undertakings
386,725
150,000

Corporation tax
-
120,333

Other taxation and social security
147,182
141,005

Obligations under finance lease and hire purchase contracts
74,331
76,189

Other creditors
20,460
13,819

Accruals and deferred income
499,101
485,848

Share capital treated as debt
125,000
100,000

5,158,561
1,567,429


Disclosure of the terms and conditions attached to the non-equity shares is made in note 20.

The existing bank loans were fully repaid in March 2024 with new bank debt secured as detailed in Note 16.

Page 22

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

16.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Bank loans
887,053
4,596,456

Net obligations under finance leases and hire purchase contracts
2,817,760
2,892,091

Other creditors
101,734
99,739

Share capital treated as debt
650,000
800,000

4,456,547
8,388,286



17.


Loans


Analysis of the maturity of loans is given below:


2023
2022
£
£

Amounts falling due within one year

Bank loans
3,709,402
289,112


3,709,402
289,112

Amounts falling due 1-2 years

Bank loans
887,053
3,709,402


887,053
3,709,402

Amounts falling due 2-5 years

Bank loans
-
887,054


-
887,054


4,596,455
4,885,568


The company has two loans at the year end.  Interest is charged at the Bank of England base rate plus 1.75% on the drawn down amount. The loans are repayable in quarterly installments commencing in 2022 with the final repayment being due in 2024. 
Bank loans and overdrafts are secured by cross guarantee by the company and other group companies together with standard and floating securities. The total group debt as at 31 December 2023 is £19,584,513 (2022 - £20,799,543).
Post year end, the company and its fellow subsidiary Kingsmills Hotel (Inverness) Limited have refinanced its debt facilities, providing total loan finance of £20.5m.  The term of the new debt is three years with an option for a further two years.

Page 23

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

18.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
74,331
76,189

Between 1-5 years
279,632
286,622

Over 5 years
2,538,128
2,605,469

2,892,091
2,968,280

During 2019 the company entered into an arrangement to sell and leaseback, on a 125 year lease, the property from which the hotel operates. As the company has the option to buy the property at the end of the lease for a nominal amount the transaction was recorded as a financing arrangement and no disposal of property or gain on disposal was recorded in the accounts.


19.


Deferred taxation




2023


£






At beginning of year
2,352,129


Charged to profit or loss
(37,000)



At end of year
2,315,129

The provision for deferred taxation is made up as follows:

2023
2022
£
£


Accelerated capital allowances
188,546
232,546

Tax losses carried forward
(51,667)
(39,667)

Revaluation of assets
1,863,000
1,844,000

Rollover relief
315,250
315,250

2,315,129
2,352,129

Page 24

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

20.


Share capital

2023
2022
£
£
Shares classified as equity

Allotted, called up and fully paid



100 (2022 - 100) Ordinary shares of £1.00 each
100
100

2023
2022
£
£
Shares classified as debt

Allotted, called up and fully paid



775,000 (2022 - 900,000) Preference shares of £1.00 each
775,000
900,000


During the year 125,000 6% Preference shares of £1 were repaid at par.
The preference shares do not hold voting rights. Any income on the shares will be firstly paid to the holders of the Preference shares, referred to as the "Preferred dividend" at a fixed cumulative rate of 6% per annum. The Preferred dividend shall be payable in priority to any other dividend. No dividend shall be paid in respect of the Ordinary shares until the Preferred dividend has been paid in full. Once the deferred dividend has been paid, the profits shall be distributed to the holders of the Ordinary shares pro rata to the amounts paid.
On a return of assets on liquidation, capital reduction or otherwise, the assets will be be applied to firstly paying the holders of the Preference shares the subscription price together with any Preferred dividend due. The balance of the assets shall be distributed amongst the holders of the Ordinary Shares in proportion to the amounts paid.
The Preference shares can be redeemed in whole or in part after the second anniversary of the issue of the shares. The Preference shares must be fully redeemed within seven years of issue.

Page 25

 
TWELVE NESS WALK LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023

21.


Related party transactions

The company has taken advantage of the exemption given by FRS 102 Section 33 which allows exemption from disclosure of related party transactions with wholly owned group companies.
During the year the company provided loans to a company under common ownership amounting to £545,185. Interest is being charged on the loans at a rate of 2.5%.  There are no fixed repayment terms. During the year the company received interest on a loan to a company under common ownership amounting to £42,610. At year end the net balance of due from this company was £2,058,822.  
During the year the company repaid preference shares with a value of £125,000 and has accrued preference dividends amounting to £50,250.
During the year the company has incurred management fees of £nil from a company with common shareholders and paid interest on loans of £1,994 and repaid amounts totalling £Nil.  The balance owed to this entity at the year end is £101,733.


22.


Post balance sheet events

Post year end, the company and its fellow subsidiary Kingsmills Hotel (Inverness) Limited have refinanced its debt facilities, providing total loan finance of £20.5m.  The term of the new debt is three years. 


23.


Controlling party

The company's immediate parent undertaking is Patio Hotels (UK) Limited. The ultimate parent undertaking is DLT Capital Group (International) Limited, a company incorporated in Gibraltar.

Page 26