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Registered number: SC034990














MARCLIFFE HOTEL LIMITED





ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

 
MARCLIFFE HOTEL LIMITED
 

COMPANY INFORMATION


Directors
Sir J S Milne CBE (appointed 28 June 2024)
Lady G Milne (appointed 9 August 2024)
P W Mitchell (appointed 28 June 2024)
G J Gerrard (appointed 1 July 2024)
J S Carter (appointed 1 July 2024)
W E Main (appointed 28 June 2024, resigned 9 August 2024)
G S Spence (resigned 28 June 2024)
R J Spence (resigned 28 June 2024)




Company secretary
J T Lowden



Registered number
SC034990



Registered office
Balmoral Park
Loirston

Aberdeen

AB12 3GY




Trading Address
North Deeside Road
Pitfodels

Aberdeen

AB15 9YA






Independent auditors
Anderson Anderson & Brown Audit LLP

Kingshill View

Prime Four Business Park

Kingswells

Aberdeen

AB15 8PU





 
MARCLIFFE HOTEL LIMITED
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3
Directors' responsibilities statement
4
Independent auditors' report
5 - 8
Statement of comprehensive income
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 27


 
MARCLIFFE HOTEL LIMITED
 

STRATEGIC REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2024

Introduction
 
The principal activity of the company is the provision of hotel and catering services.

Business review
 
The results for the year and the financial position of the company are as shown in the annexed financial statements. Activity in the year has continued to improve despite challenging economic condition with turnover increasing from £4.76m to £4.99m. However, consistent with the rest of the hospitality industry, the company has seen a significant increase in costs with increases in the cost of food, national minimum wage and energy prices offsetting the increase in revenue.
Despite the challenging trading environment, the company is committed to providing a quality product and service to its customers and during the year the hotel has continued with an ongoing refurbishment programme. This has resulted in additional costs during the year which the business believes will allow it to continue to provide a quality product and service to its customers.
Post year end, the company has been acquired by Balmoral Group Holdings Limited. Balmoral Group are committed to ensuring that the highest standards of quality and service are maintained at the hotel. The ongoing renovation programme will continue and Balmoral Group will make significant investment in improving processes and systems that will enhance customer experience.  As part of the post year end acquisition, the freehold property was revalued which resulted in a reduction in the revaluation reserve of £3.27m at 28 February 2024 whilst there were also one off costs totalling £364k incurred in the year which came to light as part of the process. Overall, this has contributed to the reduction in the company’s net assets of £3.76m to £3.27m.
Principal risks and uncertainties
The directors monitor and review the key risks which the company faces on a regular basis, in order to mitigate each risk area.
Market risk
The company operates in a competitive market and to some extent the level of trading is affected by the local economy which is reliant to a degree on the energy sector. The risks associated with this are mitigated by ensuring that the company offers a high-quality service across all areas of the business and by targeting the tourism sector as well as business customers.
Price and quality of supplies
The company’s activities are affected by either increasing cost or declining quality of supplies. The company continually monitors the quality of its supplies and regularly checks the prices.
Financial risk management objectives and policies
The company’s activities expose it to a number of financial risks including risks of credit and liquidity risks. These specific risks, their impact on the company and how these risks are mitigated are dealt with below.

Page 1

 
MARCLIFFE HOTEL LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 28 FEBRUARY 2024

Principal risks and uncertainties (continued)
 
Financial risk management objectives and policies
The company’s activities expose it to a number of financial risks including risks of credit and liquidity risks. These specific risks, their impact on the company and how these risks are mitigated are dealt with below.
Credit risk
Credit risk is the risk of financial loss to the company if a customer or counterparty to a financial instrument fails to meet its contractual obligations and arises principally from the company’s receivables from customers. Company policies are aimed at minimising such losses, and require that deferred terms are only granted to customers who demonstrate an appropriate payment history and satisfy credit worthiness procedures. The company has processes and controls in place to regularly monitor individual trade debtor counterparty exposure.
The credit risk in liquid funds is limited because the counterparties are banks with credit ratings assigned by international credit rating agencies.
Liquidity risk
Liquidity is the risk that the company will not be able to meet its financial obligations as they fall due. The company aims to mitigate liquidity risk by carefully managing cash generation by its operations and applying cash collection targets. Forecasts are produced to assist management in identifying liquidity requirements and maintaining adequate resources.

Financial key performance indicators
 
The key financial performance indicators for the company are those that communicate the financial performance and strength of the company as a whole, these being turnover, gross margin, room occupancy figures and function spend per head.  
 
Future developments
 
As noted, post year end the company has been acquired by Balmoral Group Holdings Limited who intends to continue the company’s ongoing renovation programme whilst also looking to develop the company’s systems and processes.


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



................................................
Sir J S Milne CBE
Director

Date: 25 November 2024

Page 2

 
MARCLIFFE HOTEL LIMITED
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 28 FEBRUARY 2024

The directors present their report and the financial statements for the year ended 28 February 2024.

Results and dividends

The loss for the year, after taxation, amounted to £416,995 (2023 - loss £146,711).

Dividends of £68,750 were paid during the period (2023 - £142,000).

Directors

The directors who served during the year were:

G S Spence (resigned 28 June 2024)
R J Spence (resigned 28 June 2024)

Future developments

Please refer to the strategic report.

Disclosure of information to auditors

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 auditors are 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 auditors are aware of that information.

Post balance sheet events

On 28 June 2024 the entire share capital of the company was purchased by Balmoral Group Holdings Limited.

Auditors

The auditorsAnderson 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.
 





................................................
Sir J S Milne CBE
Director

Date: 25 November 2024

Page 3

 
MARCLIFFE HOTEL LIMITED
 

DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 28 FEBRUARY 2024

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 judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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 4

 
MARCLIFFE HOTEL LIMITED
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCLIFFE HOTEL LIMITED
 

Opinion


We have audited the financial statements of Marcliffe Hotel Limited (the 'company') for the year ended 28 February 2024, 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 28 February 2024 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Auditors' 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 5

 
MARCLIFFE HOTEL LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCLIFFE HOTEL 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 4, 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 6

 
MARCLIFFE HOTEL LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCLIFFE HOTEL LIMITED (CONTINUED)

Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' 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, Taxation legislation, licensing and health and safety 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; and
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 transactions 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; and
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 Auditors' report.


Page 7

 
MARCLIFFE HOTEL LIMITED
 

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF MARCLIFFE HOTEL 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 Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Christopher Masson (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

26 November 2024
Page 8

 
MARCLIFFE HOTEL LIMITED
 

STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 28 FEBRUARY 2024

2024
2023
Note
£
£

  

Turnover
 4 
4,991,186
4,758,945

Cost of sales
  
(1,118,570)
(1,160,478)

Gross profit
  
3,872,616
3,598,467

Administrative expenses
  
(4,291,967)
(3,594,343)

Operating (loss)/profit
  
(419,351)
4,124

Interest payable and similar expenses
 8 
(255,526)
(154,839)

Loss before tax
  
(674,877)
(150,715)

Tax on loss
 9 
257,882
4,004

Loss for the financial year
  
(416,995)
(146,711)

Other comprehensive income for the year
  

Unrealised deficit on revaluation of tangible fixed assets
  
(3,273,311)
-

Other comprehensive income for the year
  
(3,273,311)
-

Total comprehensive income for the year
  
(3,690,306)
(146,711)

The notes on pages 12 to 27 form part of these financial statements.

Page 9

 
MARCLIFFE HOTEL LIMITED
REGISTERED NUMBER:SC034990

BALANCE SHEET
AS AT 28 FEBRUARY 2024

2024
As Restated 2023
Note
£
£

Fixed assets
  

Tangible assets
 10 
6,912,654
10,174,576

Investments
 11 
82,000
108,000

  
6,994,654
10,282,576

Current assets
  

Stocks
 12 
107,723
98,834

Debtors: amounts falling due after more than one year
 13 
-
132,787

Debtors: amounts falling due within one year
 13 
869,194
724,427

Cash at bank and in hand
 14 
2,625
394,457

  
979,542
1,350,505

Creditors: amounts falling due within one year
 15 
(2,017,386)
(1,505,375)

Net current liabilities
  
 
 
(1,037,844)
 
 
(154,870)

Total assets less current liabilities
  
5,956,810
10,127,706

Creditors: amounts falling due after more than one year
 16 
(2,691,765)
(2,892,657)

Provisions for liabilities
  

Deferred tax
 19 
-
(210,948)

  
 
 
-
 
 
(210,948)

Net assets
  
3,265,045
7,024,101


Capital and reserves
  

Called up share capital 
 20 
40,101
40,101

Revaluation reserve
  
1,719,771
5,081,082

Profit and loss account
  
1,505,173
1,902,918

  
3,265,045
7,024,101


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




................................................
P W Mitchell
Director

Date: 25 November 2024

The notes on pages 12 to 27 form part of these financial statements.

Page 10

 
MARCLIFFE HOTEL LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2024


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

£
£
£
£

At 1 March 2023 (as previously stated)
40,101
5,081,082
1,639,668
6,760,851

Prior year adjustment - correction of error (Note 22)
-
-
263,250
263,250

At 1 March 2023 (as restated)
40,101
5,081,082
1,902,918
7,024,101


Comprehensive income for the year

Loss for the year
-
-
(416,995)
(416,995)

Deficit on revaluation of freehold property
-
(3,273,311)
-
(3,273,311)

Dividends: Equity capital
-
-
(68,750)
(68,750)

Transfer to/from profit and loss account
-
(88,000)
88,000
-


At 28 February 2024
40,101
1,719,771
1,505,173
3,265,045


The notes on pages 12 to 27 form part of these financial statements.


STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 28 FEBRUARY 2023


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

£
£
£
£

At 1 March 2022 (as previously stated)
40,101
5,169,082
1,840,379
7,049,562

Prior year adjustment - correction of error (Note 23)
-
-
263,250
263,250

At 1 March 2022 (as restated)
40,101
5,169,082
2,103,629
7,312,812


Comprehensive income for the year

Loss for the year
-
-
(146,711)
(146,711)

Dividends: Equity capital
-
-
(142,000)
(142,000)

Transfer to/from profit and loss account
-
(88,000)
88,000
-


At 28 February 2023
40,101
5,081,082
1,902,918
7,024,101


The notes on pages 12 to 27 form part of these financial statements.

Page 11

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

1.


General information

The company is a private company limited by shares and is incorporated in the United Kingdom. The address of the registered office is Balmoral Park, Loirston, Aberdeen, AB12 3GY.  The principal activity of the company is the provision of hotel and catering services.

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 judgement in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

  
2.2

FRS 102 exemptions

The company satisfies the criteria of being a qualifying company as defined in FRS 102 section 1.12.  Its financial statements are consolidated into the financial statements of Pitfodels Holdings Limited which can be obtained from Companies House.  As such, advantage has been taken of the following disclosure exemptions available under paragraph 1.12 of FRS 102:
a)  No cash flow statement has been presented for the company.
b)  Disclosures in respect of financial instruments have not been presented.
c)  Disclosures in respect of related party transactions with fellow group companies have not been
     presented.

 
2.3

Going concern

The directors, having made due and careful enquiry whilst preparing forecasts, are of the opinion that the company has adequate working capital to execute its operations for twelve months from the date of signing these financial statements. 
As explained within note 25, post year end the company has been acquired by Balmoral Group Holdings Limited. As part of the acquisition of the company, the bank loan and overdraft facility in place was repaid using a loan from the company’s new ultimate parent company, Balmoral Group Holdings Limited. The company’s ultimate parent has confirmed in writing, its ongoing financial support for the company, taking the form of ongoing financial support as needed, coupled with a deferral of any group liabilities due by the company, as is necessary to protect its going concern status, for a period of at least twelve months from the date of approval of these financial statements.
As part of the directors’ assessment of going concern, a five-year plan has been prepared which forecasts increases in profitability and an improving balance sheet position. This projection is underpinned by opportunities identified to develop the company’s product and service along with the continued support of the parent company.
Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least twelve months from the date of approval of the financial statements and therefore, have prepared the financial statements on a going concern basis 

Page 12

 
MARCLIFFE HOTEL LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of comprehensive income except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in the Statement of comprehensive income.

 
2.5

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.
Revenue from the sale of food, beverages and spa treatments are recognised when they are sold.  Revenue from the rental of rooms is recognised when rooms are occupied.

 
2.6

Finance costs

Finance costs are charged to the Statement of comprehensive income on a straight line basis so that the amount charged is at a constant rate on the carrying amount.

 
2.7

Borrowing costs

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

 
2.8

Pensions

Defined contribution pension plan
The company contributes to 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 the Statement of comprehensive income 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 13

 
MARCLIFFE HOTEL LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.9

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.

Page 14

 
MARCLIFFE HOTEL LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.10

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 and a reducing balance basis.

Depreciation is provided on the following basis:

Freehold property
-
50 years straight line
Plant, fixtures and fittings
-
15% and 25% reducing balance

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.

 
2.11

Revaluation of tangible fixed assets

Individual freehold properties are carried at deemed cost as permitted by the transitional rules within FRS 102. Deemed cost is based on a historic revaluation which is deemed to be fair value at the transition date. Subsequent to transition, freehold properties are carried at this deemed cost less any accumulated impairment losses. 

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

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 weighted average basis.
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.

Page 15

 
MARCLIFFE HOTEL LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)

 
2.14

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.

 
2.15

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.

 
2.16

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.

 
2.17

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.

 
2.18

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.

Impairment of financial assets

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

Page 16

 
MARCLIFFE HOTEL LIMITED
 

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

2.Accounting policies (continued)


2.18
Financial instruments (continued)

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.

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.

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.

 
2.19

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Page 17

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

3.


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:
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.  
The freehold property occupied by the company was valued in April 2024, by an external qualified chartered surveyor. The valuation of the property was on the basis of Market Value for the existing use as a licensed operating hotel, exclusive of the trade furniture, furnishings and equipment, in the sum of £6,400,000. The valuer's opinion of Market Value was primarily derived using comparable recent market transactions on arm's length terms.  The Directors believe this valuation reflects the current market value and climate as at 28 February 2024. 


4.


Turnover

Turnover is wholly attributable to the provision of accommodation and associated food and drink sales.


5.


Auditors' remuneration

During the year, the company obtained the following services from the company's auditors:


2024
2023
£
£

Fees payable to the company's auditors for the audit of the company's financial statements
18,254
20,700

Page 18

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

6.


Employees

Staff costs, including directors' remuneration, were as follows:


2024
2023
£
£

Wages and salaries
2,189,351
2,050,891

Social security costs
144,400
159,226

Cost of defined contribution scheme
34,447
40,706

2,368,198
2,250,823


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


        2024
        2023
            No.
            No.







Management
5
7



Administration
7
9



Other
182
148

194
164


7.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
17,618
15,000

Company contributions to defined contribution pension schemes
9,000
-

26,618
15,000


During the year retirement benefits were accruing to 1 director (2023 - NIL) in respect of defined contribution pension schemes.

There are no key management personnel other than the directors themselves.


8.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
235,889
152,065

Other interest payable
19,637
2,774

255,526
154,839

Page 19

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

9.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the year
-
(37,717)

Adjustments in respect of previous periods
(2,427)
(1,670)


(2,427)
(39,387)


Total current tax
(2,427)
(39,387)

Deferred tax


Origination and reversal of timing differences
(257,006)
35,315

Adjustment in respect of prior year
1,551
68

Total deferred tax
(255,455)
35,383


Taxation on loss on ordinary activities
(257,882)
(4,004)

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 24.49% (2023 - 19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(674,877)
(150,715)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.49% (2023 - 19%)
(165,277)
(28,636)

Effects of:


Expenses not deductible for tax purposes
10,821
1,332

Fixed asset differences
33,886
15,247

Chargeable gains/losses on revaluation
(129,612)
-

Adjustments to tax charge in respect of prior years
(876)
(1,602)

Deferred tax rate changes
(5,225)
8,475

Permanent differences
(1,599)
1,180

Total tax charge for the year
(257,882)
(4,004)

Page 20

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

10.


Tangible fixed assets





Freehold property
Fixtures and fittings
Total

£
£
£



Cost or valuation


At 1 March 2023
10,981,424
1,531,335
12,512,759


Additions
-
365,547
365,547


Disposals
-
(1,283,921)
(1,283,921)


Revaluations
(4,581,424)
-
(4,581,424)



At 28 February 2024

6,400,000
612,961
7,012,961



Depreciation


At 1 March 2023
1,171,097
1,167,086
2,338,183


Charge for the year on owned assets
137,016
88,463
225,479


Disposals
-
(1,155,242)
(1,155,242)


On revalued assets
(1,308,113)
-
(1,308,113)



At 28 February 2024

-
100,307
100,307



Net book value



At 28 February 2024
6,400,000
512,654
6,912,654



At 28 February 2023
9,810,327
364,249
10,174,576

The freehold property occupied by the company was valued in April 2024, by an external qualified chartered surveyor. The valuation was in accordance with the Appraisal and Valuation Standards (January 2014) published by The Royal Institution of Chartered Surveyors. 
The valuation of the property was on the basis of Market Value for the existing use as a licensed operating hotel, exclusive of the trade furniture, furnishings and equipment, in the sum of £6,400,000. The valuer's opinion of Market Value was primarily derived using comparable recent market transactions on arm's length terms.  The Directors believe this valuation reflects the current market value and climate as at 28 February 2024. 

Cost or valuation at 28 February 2024 is as follows:

Freehold property
£


-
At valuation:

Market Valuations - 28 February 2024
6,400,000



6,400,000

Page 21

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

           10.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:

2024
2023
£
£



Cost
7,954,212
7,954,212

Accumulated depreciation
(5,807,872)
(5,648,788)

Net book value
2,146,340
2,305,424


11.


Fixed asset investments





Unlisted investments

£



Cost or valuation


At 1 March 2023
442,113



At 28 February 2024

442,113



Impairment


At 1 March 2023
334,113


Charge for the period
26,000



At 28 February 2024

360,113



Net book value



At 28 February 2024
82,000



At 28 February 2023
108,000

The company holds a 22.5% shareholding, representing £75,000 of the investment net book value above, in The Tivoli Theatre Company Limited, a company incorporated in Scotland. Post year end, the company has disposed of its investment in the Tivoli.
In previous years the company advanced loans to Loaf & Fish Limited of which £7,000 (2023 - £8,000) remains outstanding at the year end.

Page 22

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

12.


Stocks

2024
2023
£
£

Finished goods and goods for resale
107,723
98,834

107,723
98,834



13.


Debtors

2024
As Restated 2023
£
£

Due after more than one year

Other debtors
-
132,787

-
132,787


The other debtors amount above is in relation to a shareholder loan.  The balance at the end of the current financial year is included in debtors due within one year.  Further details are included at Note 24.

2024
2023
£
£

Due within one year

Trade debtors
115,488
188,334

Amounts owed by group undertakings
39,994
39,994

Other debtors
515,120
408,955

Prepayments and accrued income
77,920
51,469

Tax recoverable
76,165
35,675

Deferred taxation (Note 20)
44,507
-

869,194
724,427


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


14.


Cash and cash equivalents

2024
2023
£
£

Cash at bank and in hand
2,625
394,457

Less: bank overdrafts
(71,808)
-

(69,183)
394,457


Page 23

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

15.


Creditors: Amounts falling due within one year

2024
As Restated 2023
£
£

Bank overdrafts
71,808
-

Bank loans (Note 18)
301,880
291,696

Trade creditors
212,618
106,905

Amounts owed to group undertakings
541,661
517,395

Corporation tax
61,750
61,750

Other taxation and social security
75,585
112,565

Other creditors
162,310
116,795

Accruals and deferred income
589,774
298,269

2,017,386
1,505,375


Refer to note 17 for details of security held by the bank in respect of the bank loan and overdraft.
Amounts owed to group undertakings are unsecured, interest free and repayable on demand


16.


Creditors: Amounts falling due after more than one year

2024
2023
£
£

Bank loans (Note 18)
2,691,765
2,892,657

2,691,765
2,892,657


Refer to note 17 for details of security held by the bank in respect of the bank loan and overdraft.


17.


Secured Loans

The bank loan and overdraft are secured by a standard security over the company's land and buildings at Pitfodels, Aberdeen; a cross corporate guarantee between Marcliffe Hotel Limited, Pitfodels Holdings Limited and third parties; a bond and floating charge over the assets of the company. 
As part of the post year end acquisition of the Marcliffe Hotel Limited by Balmoral Group Holdings Limited, the bank loan was repaid in full and the overdraft facility cancelled. The standard security, cross corporate guarantee, bond and floating charge over the assets of the company were satisfied

Page 24

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

18.


Loans


Analysis of the maturity of loans is given below:


2024
2023
£
£

Amounts falling due within one year

Bank loans
301,880
291,696


301,880
291,696

Amounts falling due 1-2 years

Bank loans
301,880
291,696


301,880
291,696

Amounts falling due 2-5 years

Bank loans
905,641
875,089


905,641
875,089

Amounts falling due after more than 5 years

Bank loans
1,484,244
1,725,872

1,484,244
1,725,872

2,993,645
3,184,353


At the year end the company has one loan facility in place.  The loan is repayable in instalments with the final payment being due in January 2034.  Interest is charged on this loan at base rate plus 2.7% per annum.  Post year end the loan facilities have been fully repaid.


19.


Deferred taxation




2024


£






At beginning of year
(210,948)


Charged to profit or loss
255,455



At end of year
44,507

Page 25

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024
 
19.Deferred taxation (continued)

The deferred taxation asset/(liability) is made up as follows:

2024
2023
£
£


Accelerated capital allowances
(119,610)
(80,297)

Tax losses carried forward
163,608
-

Short term timing differences
509
1,650

Capital gains
-
(132,301)

44,507
(210,948)


20.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



40,101 (2023 - 40,101) Ordinary shares of £1.00 each
40,101
40,101



21.


Dividends

2024
2023
£
£


Dividends
68,750
142,000

68,750
142,000


22.


Prior year adjustment

A prior year adjustment has been processed in respect of income of £325,000 omitted from the 2019 financial statements and the associated tax charge of £61,750.  The prior year adjustment has the impact of increasing profit and loss reserves and net assets by £263,250.


23.


Pension commitments

The company contributes to a defined contribution pension scheme and also makes discretionary contributions to personal pension plans. The assets of the scheme are held separately from those of the company in an independently administered fund. The pension cost charge represents contributions payable by the company to the fund and is disclosed within note 7. 


24.
Related party transactions

The company has taken advantage of the exemption given by Financial Reporting Standard 102, section    33 which allows exemption from disclosure of related party transactions with other companies within the group which are consolidated.

Page 26

 
MARCLIFFE HOTEL LIMITED
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 28 FEBRUARY 2024

Related party
Transaction
£ 
Debtor/(creditor) 
at the year end 
£ 

Shareholder (in parent company)
Loan
97,753
(144,825)

Director
Loan
-
58,173

Shareholder (in parent company)
Loan
(840)
131,947


25.


Post balance sheet events

On 28 June 2024 the entire share capital of the company was purchased by Balmoral Group Holdings Limited.  As part of the acquisition, and as disclosed in note 17, the bank loan and overdraft at the balance sheet date was repaid in full

26.


Controlling party

At the year end the ultimate controlling party throughout the current and previous year is The Stewart Spence Family Trust, by virtue of their holding in the parent company, Pitfodels Holdings Limited.
The only group in which the results of the company are consolidated is that headed by Pitfodels Holdings Limited. The consolidated accounts of this company are available to the public and may be obtained from the Registrar of Companies. 
From 28 June 2024 the ultimate controlling party is Balmoral Group Holdings Limited.

Page 27