Company Registration No. 02965452 (England and Wales)
The Bath Priory Limited
Annual report and
group financial statements
for the period ended 31 December 2023
The Bath Priory Limited
Company information
Directors
Andrew Brownsword
Jeremy Hancock
Christina Brownsword
Alessandra Brownsword-Matthews
David Matthews
John Badley
(Appointed 9 May 2023)
Secretary
Peter Tyrrell
Company number
02965452
Registered office
4 Queen Square
Bath
BA1 2HA
Independent auditor
Saffery LLP
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
The Bath Priory Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 35
The Bath Priory Limited
Strategic report
For the period ended 31 December 2023
1

The directors present the strategic report for the period ended 31 December 2023.

Fair review of the business

The loss for the period ended 31 December 2023, after taxation, amounted to £3,774,503 (period ended 1 January 2023: profit of £1,587,479).

Net assets at the end of the period were £103,359,833 (period ended 1 January 2023: £107,134,336).

A dividend was received during the period of £12,500,000.

Principal risks and uncertainties

The company manages competitive trading risk by providing high quality services and maintaining strong relationships with its customers.

In line with the hotel and restaurant industry generally, the business is exposed to normal economic and market factors which ultimately reflect the strength of the economy and the strength of local conditions. This is affected by business usage and tourism as well as normal seasonal factors and weather conditions. This is affected by business usage and tourism as well as normal seasonal factors and weather conditions.

The directors believe the group is well placed to compete in the market despite challenging market conditions.

Development and performance

It is the company’s policy that payments to suppliers are made in accordance with those terms and conditions agreed between the company and its suppliers, provided that all trading terms and conditions have been complied with.

In April 2021 – the group received planning consent to change the use at Kelston Park, as an addition to the hotel group. Kelston Park is a grade two listed building in parkland 3 miles from Bath City Centre.

Key performance indicators

To enable review of performance and benchmarking within the group, the following KPI’s are regularly used: Average Room Rate, Occupancy %, Yield, Food and Bev COS %, Cost per occupied for room for certain Rooms Costs / Payroll, Wage Cost %, Utility cost per occupied room, EBITDA %.

The Bath Priory Limited
Strategic report (continued)
For the period ended 31 December 2023
2
Promoting the success of the company

The Group is a family owned and managed business with the shareholding directors acting in the way to promote the success of the Group and benefit its stake holders.

The Group is managed to build the business for the future, always considering ways to enhance and improve operations and their guests experience.

Employees

Family First is our people brand and is here to represent the people who make up our family across all of our hotels and restaurants.  Communication is encouraged, through numerous channels such as the company website, regular company updates and management briefings. Risks are kept to a minimum through health and safety and regular training.

Relationships with suppliers

Suppliers are continually communicated with to ensure the best product offering for the customer.

Relationships with customers

Our hotels are built on Originality (all the hotels have their own stories and heritage), Personality (being different is a badge of honour) and Quality (Quality is at the heart of everything we do, take pride in every little detail).


Community and environment

The Group is invested in minimising its carbon footprint by ensuring all employees have an increased energy awareness across all its sites / behavioural change initiatives.

Wherever possible the continued re-investment in smarter, more energy efficient lighting, machinery and technology whenever possible.


Maintain high standards

The Group’s reputation for outstanding service, knowledge and experience is the result of an energy and ambition that is shared across every hotel.

Section 172 statement

The directors have had due regard for their duties under section 172 of the UK Companies Act 2006 and consider the interest of the Group's main stakeholders in their decisions. Regular dialogue is held with these parties to understand their needs and all decisions are taken with the view that they will result in long term benefit.

On behalf of the board

Jeremy Hancock
Director
25 September 2024
The Bath Priory Limited
Directors' report
For the period ended 31 December 2023
3

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

Principal activities

The principal activity of the company and group continued to be that of the provision of accommodation and restaurant services.

Results and dividends

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Andrew Brownsword
Jeremy Hancock
Christina Brownsword
Stephanie Hocking
(Resigned 31 May 2023)
Peter Tyrrell
(Resigned 13 September 2024)
Alessandra Brownsword-Matthews
David Matthews
John Badley
(Appointed 9 May 2023)
Financial instruments
Liquidity risk

The Group has significant cash resources to meet its financial obligations and has the ongoing support of its shareholder. The Group has no requirement for debt finance maintaining sufficient cash funds for operations, thus mitigating liquidity risk.

Interest rate risk

The company has outstanding loan balances at the period end and so is exposed to interest rate risk on the variable element, being the Bank of England base rate. The loan is due from a related party, rather than an external lender.

Foreign currency risk

The Group makes its sales and purchases in sterling and so is not exposed to foreign currency risk.

Credit risk

Credit risk is considered low for the Group as credit terms are not provided to the majority of customers.

Disabled persons

The Bath Priory Limited is an equal opportunities employer and gives disabled people full and fair consideration for vacancies for which they apply, having regard for their particular aptitudes and abilities. It is the company's policy to offer training and career development to disabled employees that is, as far as possible, the same as that offered to other employees.

The Bath Priory Limited
Directors' report (continued)
For the period ended 31 December 2023
4
Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

Saffery LLP have expressed their willingness to continue in office.

Energy and carbon report

As a Group, The Bath Priory Limited is attempting to increase its efficiency every year.

2023
2023
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
11,655,333
12,049,868
2023
2023
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
1,264.00
1,132.00
- Fuel consumed for owned transport
-
-
1,264.00
1,132.00
Scope 2 - indirect emissions
- Electricity purchased
982.00
1,131.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the
930.00
1,272.00
Total gross emissions
3,176.00
3,535.00
Intensity ratio
Tonnes CO2e per £1m of revenue
0.00009
0.00010
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2022 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of revenue, the recommended ratio for the sector.

The Bath Priory Limited
Directors' report (continued)
For the period ended 31 December 2023
5
Measures taken to improve energy efficiency
Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic Report s414C

The Group has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the Group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the fair review of the business, principal risks and uncertainties and development and performance.

On behalf of the board
Jeremy Hancock
Director
25 September 2024
The Bath Priory Limited
Independent auditor's report
To the members of The Bath Priory Limited
6
Opinion

We have audited the financial statements of The Bath Priory Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2023 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 group and parent 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 group's and parent 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 included in the annual report other than the financial statements and our auditor's report 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.

 

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.

The Bath Priory Limited
Independent auditor's report (continued)
To the members of The Bath Priory Limited
7

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent 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 parent company or to cease operations, or have no realistic alternative but to do so.

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.

The Bath Priory Limited
Independent auditor's report (continued)
To the members of The Bath Priory Limited
8

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 specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above 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 would become aware of it. Also, 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 or intentional misrepresentations, or through collusion.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

The Bath Priory Limited
Independent auditor's report (continued)
To the members of The Bath Priory Limited
9

Use of our report

This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Michael Strong (Senior Statutory Auditor)
For and on behalf of Saffery LLP
26 September 2024
Chartered Accountants
Statutory Auditors
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
The Bath Priory Limited
Group statement of comprehensive income
For the period ended 31 December 2023
10
Period
Period
ended
ended
31 December
1 January
2023
2023
Notes
£
£
Turnover
3
34,052,477
32,180,508
Cost of sales
(18,540,555)
(16,412,456)
Gross profit
15,511,922
15,768,052
Administrative expenses
(19,572,099)
(14,726,420)
Other operating income
23,964
2,205,400
Operating (loss)/profit
4
(4,036,213)
3,247,032
Interest receivable and similar income
7
329,305
76,530
Interest payable and similar expenses
8
(641,856)
(620,288)
(Loss)/profit before taxation
(4,348,764)
2,703,274
Tax on (loss)/profit
9
574,261
(1,115,795)
(Loss)/profit for the financial period
(3,774,503)
1,587,479
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
The Bath Priory Limited
Group statement of financial position
As at 31 December 2023
11
31 December 2023
1 January 2023
Notes
£
£
£
£
Fixed assets
Negative goodwill
12
(513,714)
(575,360)
Tangible assets
13
103,221,680
106,960,346
Current assets
Stocks
16
483,955
491,894
Debtors
17
2,570,485
4,495,466
Cash at bank and in hand
10,355,113
22,235,875
13,409,553
27,223,235
Creditors: amounts falling due within one year
18
(11,240,441)
(24,365,399)
Net current assets
2,169,112
2,857,836
Total assets less current liabilities
104,877,078
109,242,822
Provisions for liabilities
Deferred tax liability
20
1,517,245
2,108,486
(1,517,245)
(2,108,486)
Net assets
103,359,833
107,134,336
Capital and reserves
Called up share capital
22
82,050,493
82,050,493
Other reserves
23
8,767,103
8,767,103
Profit and loss reserves
12,542,237
16,316,740
Total equity
103,359,833
107,134,336
The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
Jeremy Hancock
Director
Company Registration No. 02965452 (England and Wales)
The Bath Priory Limited
Company statement of financial position
As at 31 December 2023
31 December 2023
12
31 December 2023
1 January 2023
Notes
£
£
£
£
Fixed assets
Tangible assets
13
75,976,532
77,829,776
Investments
14
46,268,145
46,268,145
122,244,677
124,097,921
Current assets
Stocks
16
392,384
402,249
Debtors
17
1,774,409
2,616,070
Cash at bank and in hand
5,209,660
4,641,498
7,376,453
7,659,817
Creditors: amounts falling due within one year
18
(9,916,243)
(22,691,086)
Net current liabilities
(2,539,790)
(15,031,269)
Total assets less current liabilities
119,704,887
109,066,652
Provisions for liabilities
Deferred tax liability
20
1,517,245
2,108,486
(1,517,245)
(2,108,486)
Net assets
118,187,642
106,958,166
Capital and reserves
Called up share capital
22
82,050,493
82,050,493
Other reserves
23
8,767,103
8,767,103
Profit and loss reserves
27,370,046
16,140,570
Total equity
118,187,642
106,958,166

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £11,229,476 (2023 - £1,411,309 profit).

The financial statements were approved by the board of directors and authorised for issue on 25 September 2024 and are signed on its behalf by:
25 September 2024
Jeremy Hancock
Director
Company Registration No. 02965452 (England and Wales)
The Bath Priory Limited
Group statement of changes in equity
For the period ended 31 December 2023
13
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 3 January 2022
44,850,280
-
14,729,261
59,579,541
Period ended 1 January 2023:
Profit and total comprehensive income for the period
-
-
1,587,479
1,587,479
Issue of share capital
22
37,200,213
-
-
37,200,213
Transfers
-
8,767,103
-
8,767,103
Balance at 1 January 2023
82,050,493
8,767,103
16,316,740
107,134,336
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
-
(3,774,503)
(3,774,503)
Balance at 31 December 2023
82,050,493
8,767,103
12,542,237
103,359,833
The Bath Priory Limited
Company statement of changes in equity
For the period ended 31 December 2023
14
Share capital
Merger reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 3 January 2022
44,850,280
-
14,729,261
59,579,541
Period ended 1 January 2023:
Profit and total comprehensive income for the period
-
-
1,411,309
1,411,309
Issue of share capital
22
37,200,213
-
-
37,200,213
Transfers
-
8,767,103
-
8,767,103
Balance at 1 January 2023
82,050,493
8,767,103
16,140,570
106,958,166
Period ended 31 December 2023:
Profit and total comprehensive income
-
-
11,229,476
11,229,476
Balance at 31 December 2023
82,050,493
8,767,103
27,370,046
118,187,642
The Bath Priory Limited
Group statement of cash flows
For the period ended 31 December 2023
15
2023
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
28
218,593
2,750,111
Interest paid
(641,856)
(620,288)
Income taxes paid
(297,525)
(557,606)
Net cash (outflow)/inflow from operating activities
(720,788)
1,572,217
Investing activities
Cash acquired with business combination
-
17,296,261
Purchase of tangible fixed assets
(646,713)
(387,439)
Proceeds from disposal of tangible fixed assets
1,657,434
1,010
Interest received
329,305
76,530
Net cash generated from investing activities
1,340,026
16,986,362
Financing activities
Repayment of borrowings
(12,500,000)
(5,000,000)
Net cash used in financing activities
(12,500,000)
(5,000,000)
Net (decrease)/increase in cash and cash equivalents
(11,880,762)
13,558,579
Cash and cash equivalents at beginning of period
22,235,875
8,677,296
Cash and cash equivalents at end of period
10,355,113
22,235,875
The Bath Priory Limited
Notes to the group financial statements
For the period ended 31 December 2023
16
1
Accounting policies
Company information

The Bath Priory Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 4 Queen Square, Bath, BA1 2HA.

 

The group consists of The Bath Priory Limited and all of its subsidiaries.

1.1
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.

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 £1.

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

The 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 for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment, where cost has been assessed as the fair value on acquisition.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
17
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company The Bath Priory Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 31 December 2023. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group 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.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

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.

1.6
Intangible fixed assets - goodwill

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of the asset as follows:

 

Goodwill            10% straight line

1.7
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.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
18

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:

Land and buildings freehold
Nil - 20% straight line
Land and buildings leasehold
Nil - 20% straight line
Plant and machinery
5 - 20% straight line
Fixtures and fittings
10 - 25% straight line
Computer equipment
25 - 33% straight line
Motor vehicles
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 recognised in the income statement.

In accordance with normal practice in the UK hotel industry, no depreciation is provided on the group's freehold property acquired at cost. It is the group's practice to maintain its property in a continual state of sound repair and to make improvements thereto from time to time. Accordingly, the directors consider that the life of the asset and residual value, based on the price prevailing at the time of acquisition, is such that its depreciation would be insignificant.

 

The group has undertaken refurbishment to its property. This expenditure is split between work to the core of the buildings, with nil depreciation, and work to building surfaces and services, with a finite useful economic life and depreciated at rates between 5% and 10% accordingly.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.9
Impairment of fixed assets

At each reporting period end date, the group 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.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
19

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.

1.10
Stocks

Stocks comprise raw materials and finished goods which are food and beverages respectively. Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

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.

1.11
Cash and cash equivalents

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

1.12
Financial instruments

The group 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 group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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, 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.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
20
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Derecognition of financial liabilities

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

1.13
Equity instruments

Equity instruments issued by the group 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 group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
1
Accounting policies (continued)
21
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.15
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.

1.16
Retirement benefits

Contributions in respect of the group's defined contribution pension scheme are charged to the profit and loss account for the period in which they are payable to the scheme. Differences between contributions payable and contributions actually paid in the period are shown either as accruals or prepayments at the period end.

1.17
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

1.18
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 are included in the income statement for the period.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
22
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’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.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of fixed asset investments

In assessing the impairment charge to be made to the company's fixed asset investments (see note 14), management have reviewed the net asset position of each subsidiary alongside its future earnings to assess whether these amounts fall below the carrying value of each subsidiary.

3
Turnover and other revenue
2023
2023
£
£
Turnover analysed by class of business
Hotel accommodation
20,488,198
19,374,535
Food and beverage
11,722,766
11,170,108
Sundry and other revenue
1,841,513
1,635,865
34,052,477
32,180,508
2023
2023
£
£
Other significant operating income
Other government grants
-
183,370
Insurance claims receivable
-
2,000,000

Other operating income includes insurance proceeds considered further in note 11.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
23
4
Operating (loss)/profit
2023
2023
£
£
Operating (loss)/profit for the period is stated after charging/(crediting):
Exchange losses
215
35
Government grants
-
(183,370)
Depreciation of owned tangible fixed assets
2,090,786
1,947,834
Impairment of owned tangible fixed assets
1,399,651
-
(Profit)/loss on disposal of tangible fixed assets
(762,492)
886
Amortisation of intangible assets
(61,646)
-
Release of negative goodwill
-
(41,097)
5
Auditor's remuneration
2023
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
40,240
36,000
Audit of the financial statements of the company's subsidiaries
50,540
53,000
90,780
89,000
6
Employees

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

Group
Company
2023
2023
2023
2023
Number
Number
Number
Number
Employees
574
573
383
380

Their aggregate remuneration comprised:

Group
Company
2023
2023
2023
2023
£
£
£
£
Wages and salaries
13,444,981
11,659,046
9,058,887
8,805,752
Social security costs
1,224,859
1,026,102
781,883
686,561
Pension costs
302,738
276,096
138,131
126,206
14,972,578
12,961,244
9,978,901
9,618,519
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
24
7
Interest receivable and similar income
2023
2023
£
£
Interest income
Interest on bank deposits
329,305
76,530
8
Interest payable and similar expenses
2023
2023
£
£
Other interest
641,856
620,288
9
Taxation
2023
2023
£
£
Current tax
UK corporation tax on profits for the current period
14,005
283,626
Adjustments in respect of prior periods
(140)
(1,263)
Total current tax
13,865
282,363
Deferred tax
Origination and reversal of timing differences
(552,985)
(41,514)
Changes in tax rates
(35,141)
249
Write down or reversal of write down of deferred tax asset
-
0
874,000
Adjustment in respect of prior periods
-
0
697
Total deferred tax
(588,126)
833,432
Total tax (credit)/charge
(574,261)
1,115,795
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
9
Taxation (continued)
25

The actual (credit)/charge for the period can be reconciled to the expected (credit)/charge for the period based on the profit or loss and the standard rate of tax as follows:

2023
2023
£
£
(Loss)/profit before taxation
(4,348,764)
2,703,274
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 23.52% (2023: 19.00%)
(1,022,829)
513,622
Tax effect of expenses that are not deductible in determining taxable profit
424,214
11,052
Tax effect of income not taxable in determining taxable profit
(82)
-
0
Change in unrecognised deferred tax assets
241,316
603,178
Adjustments in respect of prior years
(140)
(566)
Effect of change in corporation tax rate
(34,970)
(9,770)
Group relief
(156,439)
-
0
Short-term timing differences
13,022
-
0
Transfer pricing adjustments
(2,223)
(1,721)
Other differences
(36,131)
-
0
Roundings
1
-
0
Taxation (credit)/charge
(574,261)
1,115,795
10
Impairments

Impairment tests have been carried out where appropriate and the following impairment losses have been recognised in profit or loss:

2023
2023
Notes
£
£
In respect of:
Property, plant and equipment
13
1,399,651
-
Fixed asset investments
14
-
17,878,561
Recognised in:
Administrative expenses
1,399,651
-
Other gains and losses
-
17,878,561

Following review of the value of The Arthouse Glasgow Limited, in light of market conditions, an impairment charge has been made to reduce the value of the fixed assets to £5m.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
26
11
Exceptional income
Group
Company
Period ended 31 December 2023
Period ended 1 January 2023
Period ended 31 December 2023
Period ended 1 January 2023
£
£
£
£
Insurance proceeds
-
2,000,000
-
1,000,000
During the year, the group reached a settlement agreement for business interrruption losses suffered as a result of the effects of restrictions placed on their premises in response to COVID-19. An amount of £2m across the group (£1m for the company) was payable by the insurance provider QBE.
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
27
12
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 2 January 2023 and 31 December 2023
1,268,921
(616,457)
652,464
Amortisation and impairment
At 2 January 2023
1,268,921
(41,097)
1,227,824
Amortisation charged for the period
-
0
(61,646)
(61,646)
At 31 December 2023
1,268,921
(102,743)
1,166,178
Carrying amount
At 31 December 2023
-
0
(513,714)
(513,714)
At 1 January 2023
-
0
(575,360)
(575,360)
Company
Goodwill
£
Cost
At 2 January 2023 and 31 December 2023
615,013
Amortisation and impairment
At 2 January 2023 and 31 December 2023
615,013
Carrying amount
At 31 December 2023
-
0
At 1 January 2023
-
0

More information on impairment movements in the period is given in note 10.

 

More information on the business combination in the period is given in note .

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
28
13
Tangible fixed assets
Group
Land and buildings freehold
Land and buildings leasehold
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 2 January 2023
103,146,942
9,293,762
14,825,052
12,142,654
2,041,170
17,953
141,467,533
Additions
179,742
-
0
251,039
84,034
131,898
-
0
646,713
Disposals
(892,984)
-
0
(97,632)
(99,241)
(334,851)
-
0
(1,424,708)
At 31 December 2023
102,433,700
9,293,762
14,978,459
12,127,447
1,838,217
17,953
140,689,538
Depreciation and impairment
At 2 January 2023
9,384,343
703,552
11,609,328
10,849,880
1,942,131
17,953
34,507,187
Depreciation charged in the period
817,596
23,298
761,998
423,243
64,651
-
0
2,090,786
Impairment losses
1,399,651
-
0
-
0
-
0
-
0
-
0
1,399,651
Eliminated in respect of disposals
(42,074)
-
0
(85,747)
(61,298)
(340,647)
-
0
(529,766)
At 31 December 2023
11,559,516
726,850
12,285,579
11,211,825
1,666,135
17,953
37,467,858
Carrying amount
At 31 December 2023
90,874,184
8,566,912
2,692,880
915,622
172,082
-
0
103,221,680
At 1 January 2023
93,762,599
8,590,210
3,215,724
1,292,774
99,039
-
0
106,960,346
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
29
13
Tangible fixed assets (continued)
Company
Land and buildings freehold
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 2 January 2023
78,476,151
5,858,316
6,350,091
972,587
17,953
91,675,098
Additions
143,626
210,025
59,137
81,630
-
0
494,418
Disposals
(892,984)
(97,632)
(98,891)
(75,948)
-
0
(1,165,455)
At 31 December 2023
77,726,793
5,970,709
6,310,337
978,269
17,953
91,004,061
Depreciation and impairment
At 2 January 2023
3,069,202
4,527,741
5,324,331
906,095
17,953
13,845,322
Depreciation charged in the period
671,653
447,036
288,815
45,216
-
0
1,452,720
Eliminated in respect of disposals
(42,074)
(85,747)
(60,948)
(81,744)
-
0
(270,513)
At 31 December 2023
3,698,781
4,889,030
5,552,198
869,567
17,953
15,027,529
Carrying amount
At 31 December 2023
74,028,012
1,081,679
758,139
108,702
-
0
75,976,532
At 1 January 2023
75,406,949
1,330,575
1,025,760
66,492
-
0
77,829,776

More information on impairment movements in the period is given in note 10.

14
Fixed asset investments
Group
Company
2023
2023
2023
2023
Notes
£
£
£
£
Investments in subsidiaries
15
-
0
-
0
46,268,145
46,268,145
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 2 January 2023 and 31 December 2023
46,268,145
Carrying amount
At 31 December 2023
46,268,145
At 1 January 2023
46,268,145
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
30
15
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
The Arthouse Glasgow Limited
1
Hotel operators
Ordinary
100.00
The Chester Abode
1
Hotel operators
Ordinary
100.00
The County Hotel Canterbury Limited
1
Hotel operators
Ordinary
100.00
The Manchester Abode Limited
1
Hotel operators
Ordinary
100.00
The Royal Clarence Hotel Limited
1
Not trading
Ordinary
100.00
Andrew Brownsword Hotels Limited
1
Intermediate holding company
Ordinary
100.00

All companies are registered in the UK. Registered office addresses (all UK unless otherwise indicated):

1
4 Queen Square, Bath, BA1 2HA
16
Stocks
Group
Company
2023
2023
2023
2023
£
£
£
£
Raw materials and consumables
94,284
80,038
77,837
72,026
Finished goods and goods for resale
389,671
411,856
314,547
330,223
483,955
491,894
392,384
402,249
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
31
17
Debtors
Group
Company
2023
2023
2023
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
59,303
96,175
38,744
93,028
Other debtors
964,184
764,018
958,249
759,707
Prepayments and accrued income
1,163,279
3,248,439
777,416
1,763,335
2,186,766
4,108,632
1,774,409
2,616,070
Amounts falling due after more than one year:
Other debtors
345,044
345,044
-
0
-
0
Deferred tax asset (note 20)
38,675
41,790
-
0
-
0
383,719
386,834
-
-
Total debtors
2,570,485
4,495,466
1,774,409
2,616,070
18
Creditors: amounts falling due within one year
Group
Company
2023
2023
2023
2023
Notes
£
£
£
£
Other borrowings
19
5,500,000
18,000,000
5,500,000
18,000,000
Trade creditors
1,201,461
1,107,598
1,154,536
801,871
Corporation tax payable
-
0
283,660
-
0
283,660
Other taxation and social security
619,261
1,033,474
183,175
620,519
Other creditors
1,936,027
2,087,856
1,653,712
1,787,596
Accruals and deferred income
1,983,692
1,852,811
1,424,820
1,197,440
11,240,441
24,365,399
9,916,243
22,691,086
19
Loans and overdrafts
Group
Company
2023
2023
2023
2023
£
£
£
£
Other loans
5,500,000
18,000,000
5,500,000
18,000,000
Payable within one year
5,500,000
18,000,000
5,500,000
18,000,000
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
19
Loans and overdrafts (continued)
32

The balance due is to Alessandra Brownsword-Matthews, director of The Bath Priory Limited, and is repayable on demand. Interest will accrue on the loan at the rate of 1.5% per annum above the base rate from time to time of National Westminster Bank PLC.

20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2023
2023
2023
Group
£
£
£
£
Accelerated capital allowances
1,517,245
2,108,486
38,675
41,790
Liabilities
Liabilities
Assets
Assets
2023
2023
2023
2023
Company
£
£
£
£
Accelerated capital allowances
1,517,245
2,108,486
-
-
Group
Company
2023
2023
Movements in the period:
£
£
Liability at 2 January 2023
2,066,696
2,108,486
Credit to profit or loss
(588,126)
(591,241)
Liability at 31 December 2023
1,478,570
1,517,245

The deferred tax liability set out above is expected to reverse after 12 months and relates to accelerated capital allowances that are expected to mature within the same period and tax losses.

The company has £nil (period ended 2 January 2022: £nil) losses to carry forward to utilise against future profits.

 

The group has £5,405,166 (period ended 2 January 2022: £nil) trading losses to carry forward against available future profits and £5,296,474 (period ended 2 January 2022: £nil) capital losses to carry forward to utilise against future chargeable gains.

The Finance Bill 2021 increased the rate of corporation tax from 19% to 25% as of 1 April 2023. As the bill was substantively enacted on 24 May 2021, deferred tax has been recorded at 25%.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
33
21
Retirement benefit schemes
2023
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
293,907
270,004

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

22
Share capital
Group and company
2023
2023
2023
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
82,050,493
82,050,493
82,050,493
82,050,493

 

Shares rank equally for voting purposes. On a show of hands, each member shall have one vote and on a poll each member shall have one vote per share held.

23
Reserves
Merger reserve

On 29 April 2022 The Bath Priory Limited acquired 100% shareholding in Andrew Brownsword Hotels Limited via a share for share exchange. A merger reserve of £8,767,103 was created upon this acquisition.

24
Operating lease commitments
Lessee

The total future minimum lease payments under non-cancellable operating leases are as follows:

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
34
25
Related party transactions

No guarantees have been given or received.

 

The group undertakes its transactions on an "arm's length basis" and the following transactions are disclosed in accordance with FRS 102 section 33 "Related Party Transactions". The company has taken advantage of the exemption available in FRS102 section 33 "Related Party Disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

 

All balances due from or to the parent company and subsidiaries of the group are disclosed in note 17 and note 18.

 

Company

Directors of the company were invoiced £62,654 during the period (period ended 1 January 2023: £4,448). The company also made purchases from directors of £7,295 during the period (period ended 1 January 2023: £1,020). Amounts owed by directors at the period end were £830 (period ended 1 January 2023: £nil).

 

Companies under common control were invoiced £500 during the period (period ended 1 January 2023: £nil). The company also made purchases from companies under common control of £43,276 during the period (period ended 1 January 2023: £20,079). Amounts due to these companies at the period end were £746 (period ended 1 January 2023: £946).

 

During the period, £58,079 (period ended 1 January 2023: £77,874) was spent on a property owned directly by a director of the company. At the period end, £302,243 (period ended 1 January 2023: £299,608) remained due to the company for expenses incurred.

 

A loan to the company of £5,500,000 (period ended 1 January 2023: £18,000,000) from a director was outstanding at the period end. Interest on this loan accrued at a rate of 1.5% above the base rate. During the period, interest of £641,856 (period ended 1 January 2023: £620,288) accrued on the loan of which £nil (period ended 1 January 2023: £2,466) was outstanding at the period end. The loan is repayable on demand.

 

Group

Directors of the group were invoiced £66,850 during the period (period ended 1 January 2023: £4,948). The group also made purchases from directors of £99,308 during the period (period ended 1 January 2023: £38,994). Amounts owed by directors at the period end were £nil (period ended 1 January 2023: £nil). Amounts due to directors at the period end were £830 (period ended 1 January 2023: £1,020).

 

Companies under common control were invoiced £906 during the period (period ended 1 January 2023: £nil). The group also made purchases from companies under common control of £45,853 during the period (period ended 1 January 2023: £25,104). Amounts due from these companies at the period end were £911 (period ended 1 January 2023: £1,240 due to these companies).

 

During the period, £58,079 (period ended 1 January 2023: £77,874) was spent on a property owned directly by a director of the group. At the period end, £302,243 (period ended 1 January 2023: £299,608) remained due to the group for expenses incurred.

 

A loan to the group of £5,500,000 (period ended 1 January 2023: £18,000,000) from a director was outstanding at the period end. Interest on this loan accrued at a rate of 1.5% above the base rate. During the period, interest of £641,856 (period ended 1 January 2023: £620,288 ) accrued on the loan of which £nil (period ended 1 January 2023: £2,466) was outstanding at the period end. The loan is repayable on demand.

 

26
Controlling party

The company is owned and controlled by Alessandra Brownsword-Matthews, by virtue of her 94.83% shareholding in the company.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 31 December 2023
35
27
Contingent assets

As at the date of signing the financial statements, the group is undergoing a claim against various financial institutions in relation to finance charges. Although settlement is considered probable, the expected settlement cannot be reliably estimated at this stage.

28
Cash generated from group operations
2023
2023
£
£
(Loss)/profit for the period after tax
(3,774,503)
1,587,479
Adjustments for:
Taxation (credited)/charged
(574,261)
1,115,795
Finance costs
641,856
620,288
Investment income
(329,305)
(76,530)
(Gain)/loss on disposal of tangible fixed assets
(762,492)
886
Amortisation and impairment of intangible assets
(61,646)
(41,097)
Depreciation and impairment of tangible fixed assets
3,490,437
1,947,834
Movements in working capital:
Decrease in stocks
7,939
7,517
Decrease/(increase) in debtors
1,921,866
(653,245)
Decrease in creditors
(341,298)
(1,758,816)
Cash generated from operations
218,593
2,750,111
29
Analysis of changes in net funds - group
2 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
22,235,875
(11,880,762)
10,355,113
Borrowings excluding overdrafts
(18,000,000)
12,500,000
(5,500,000)
4,235,875
619,238
4,855,113
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