Company registration number 10986046 (England and Wales)
PRIORY HOLDCO LIMITED
FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
PAGES FOR FILING WITH REGISTRAR
PRIORY HOLDCO LIMITED
CONTENTS
Page
Statement of financial position
1
Notes to the financial statements
2 - 12
PRIORY HOLDCO LIMITED
STATEMENT OF FINANCIAL POSITION
AS AT
31 DECEMBER 2023
31 December 2023
- 1 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
4
6,047
8,193
Tangible assets
5
1,552,594
1,568,134
1,558,641
1,576,327
Current assets
Debtors
8
894,051
267,142
Cash at bank and in hand
1,521
231,538
895,572
498,680
Creditors: amounts falling due within one year
9
(46,126)
(531,825)
Net current assets/(liabilities)
849,446
(33,145)
Total assets less current liabilities
2,408,087
1,543,182
Creditors: amounts falling due after more than one year
10
(3,666,737)
(3,156,706)
Net liabilities
(1,258,650)
(1,613,524)
Capital and reserves
Called up share capital
100
100
Profit and loss reserves
(1,258,750)
(1,613,624)
Total equity
(1,258,650)
(1,613,524)

These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

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

The financial statements were approved by the board of directors and authorised for issue on 28 February 2025 and are signed on its behalf by:
J R Thornton
Director
Company registration number 10986046 (England and Wales)
PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
1
Accounting policies
Company information

Priory HoldCo Limited is a private company limited by shares incorporated in England and Wales. The registered office is Quarry House, Cattle Hill, Warter, York, United Kingdom, YO42 1XG.

1.1
Reporting period

The Company extended its comparative accounting reference date from 30 September to 31 December 2022, reporting a 15 month accounting period. The current period presented is that of a year only. As such, the comparative amounts presented in the financial statements (including the related notes) may not be entirely comparable.

1.2
Accounting convention

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

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

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

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 3 -
1.3
Going concern

The Company has net liabilities of £1,258,650 and net current assets of £849,445 as at 31 December 2023, which includes cash balances of £1,521.

 

The Directors have carried out an evaluation of the Company’s ability to continue as a going concern for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements (the going concern period) and note that the company is reliant on the group to support its cash flows, and that post down conditions attached to its long-term loans have not been met.

 

Warrendale Group Limited (Ultimate Parent Company) has indicated its intention to support by making available such funds as are needed by the Company for the going concern period.

 

The Directors of the Ultimate Parent Company have conducted a comprehensive assessment of the Group’s ability to continue for the going concern period.

In making this assessment, the Directors have considered two significant uncertainties:

 

Hire purchase liabilities and long-term loan post drawdown conditions:

The Group has substantial hire purchase liabilities due for refinancing and long-term loans which have not met post drawdown conditions. Consequently, the hire purchase liability and long-term borrowings remain immediately repayable at the discretion of the financier. They have accepted an offer of debt funding from the financier, and both the financier and the Directors continue, on a completely consensual basis to reorganise the group and refinance all existing debt into the new structure. Once completed this will satisfy both hire purchase liabilities and post drawdown conditions. There is currently no committed timeline from the financier regarding this, however the Directors are confident that this will be resolved during the going concern period.

 

Severe but plausible stress-tested cash flow:

The Directors have performed a severe but plausible stress test on the Group’s cash flow projections to account for potential adverse scenarios. This stress test indicates that, under a severe but plausible scenario whereby several of the groups business risks crystallise simultaneously, the Group would require additional funding to maintain liquidity. Whilst the Directors consider this scenario highly unlikely, they acknowledge the potential need, as a separate investment case project they have recently explored various funding options and have accepted an offer of debt funding from a financier. While the Directors are confident that this funding will be completed within the necessary timeframe, there is no commitment from the financier regarding the timing of the funding receipt, and the funding is conditional on an ongoing group restructure. Furthermore, the group could liquidate certain assets to raise near term funding to enable it to continue to meet its liabilities.

 

Should multiple of the groups business risks crystallise simultaneously and the Group is unable to secure the necessary refinancing or additional funding, this would cast significant doubt on the Group’s ability to continue as a going concern, potentially leading to an inability to realise its assets and discharge its liabilities in the normal course of business.

 

Given these uncertainties, the Directors of the Ultimate Parent Company acknowledge a material uncertainty regarding the Group’s ability to continue as a going concern. However, after considering all available information about the future, including the increase in trade through long-term contracts and the accepted offer of additional funding through refinancing, the Directors have a reasonable expectation that the Group has adequate resources to continue its operations for the foreseeable future.

The Directors of the Company have assessed the conclusions reached by the Directors of the Ultimate Parent Company and agree with their conclusion.

 

The Directors of the Company are satisfied that the Parent Company has the ability, intention and economic rationale to continue to support the Company.

 

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 4 -

As with any company placing reliance on other group entities for financial support, the Directors acknowledge that there can be no certainty that this support will continue and are aware that if multiple of the groups business risks crystallise simultaneously and the Group is unable to secure the necessary refinancing or additional funding, this would cast significant doubt on the Group’s ability to continue as a going concern, potentially leading to an inability to provide the required support to the Company.

 

The Directors acknowledge the existence of a material uncertainty regarding the Company’s ability to continue as a going concern but have a reasonable expectation that the Company has access to sufficient resources to continue its operations for the foreseeable future.

 

Therefore, the financial statements have been prepared on a going concern basis.

1.4
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.

Turnover relates to rental income recognised in the period to which the rent relates.

1.5
Intangible fixed assets other than goodwill

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

 

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

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

Entitlements
10 years
1.6
Tangible fixed assets

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

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

Freehold land and buildings
5% straight line
Plant and equipment
15% straight line

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

Freehold land is not depreciated.

 

Within land and buildings are properties held to generate rental income for the Company. Such properties are let to fellow group undertakings, and as such the Company has elected not to recognise the properties as Investment Property.

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 5 -
1.7
Fixed asset investments

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

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

1.8
Impairment of fixed assets

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

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

 

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

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.

1.9
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.

1.10
Financial instruments

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

 

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

 

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

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 6 -
Basic financial assets

Basic financial assets, which include debtors, amounts owed by fellow group companies and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Classification of financial liabilities

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

Basic financial liabilities

Basic financial liabilities, including creditors, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

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

 

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

1.11
Equity instruments

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

2
Judgements and key sources of estimation uncertainty

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

 

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

 

Management are of the opinion that there are no estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities as at year end.

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
3
Employees

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

15 month
Year ended 31 December
period ended 31 December
2023
2022
Number
Number
Total
-
0
-
0
4
Intangible fixed assets
Entitlements
£
Cost
At 1 January 2023 and 31 December 2023
17,878
Amortisation and impairment
At 1 January 2023
9,685
Amortisation charged for the year
2,146
At 31 December 2023
11,831
Carrying amount
At 31 December 2023
6,047
At 31 December 2022
8,193
PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -
5
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2023
1,567,626
13,970
1,581,596
Disposals
(14,000)
(13,970)
(27,970)
At 31 December 2023
1,553,626
-
0
1,553,626
Depreciation and impairment
At 1 January 2023
4,044
9,418
13,462
Depreciation charged in the year
630
1,467
2,097
Eliminated in respect of disposals
(3,642)
(10,885)
(14,527)
At 31 December 2023
1,032
-
0
1,032
Carrying amount
At 31 December 2023
1,552,594
-
0
1,552,594
At 31 December 2022
1,563,582
4,552
1,568,134

Included in cost of land and buildings is freehold land of £1,549,626 (2022 - £1,549,626) which is not depreciated.

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 9 -
6
Fixed asset investments
Shares in group undertakings
£
Cost or valuation
At 1 January 2023
972,900
Disposals
(972,900)
At 31 December 2023
-
Impairment
At 1 January 2023
972,900
Disposals
(972,900)
At 31 December 2023
-
Carrying amount
At 31 December 2023
-
At 31 December 2022
-
7
Subsidiaries

During the year the Company transferred ownership of its only subsidiary, Wot-An-Egg Limited to a fellow group undertaking at cost.

8
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
-
0
15,001
Amounts owed by group undertakings
884,051
227,721
Other debtors
10,000
-
0
Prepayments and accrued income
-
0
24,420
894,051
267,142

Amounts owed by group undertakings are stated net of a provision for bad debts of £nil (2022: £224,425).

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 10 -
9
Creditors: amounts falling due within one year
2023
2022
£
£
Other borrowings
11
6,898
494,167
Trade creditors
2,530
3,617
Taxation and social security
9,634
8,073
Accruals and deferred income
27,064
25,968
46,126
531,825
10
Creditors: amounts falling due after more than one year
2023
2022
Notes
£
£
Other borrowings
11
3,666,737
3,156,706
Amounts included above which fall due after five years are as follows:
Payable by instalments
477,187
-
Payable other than by instalments
3,155,173
-
3,632,360
-
0
11
Loans and overdrafts
2023
2022
£
£
Other borrowings
3,673,635
3,650,873
Payable within one year
6,898
494,167
Payable after one year
3,666,737
3,156,706

Other borrowings are comprised of secured borrowings as follows:

 

£518,462 carrying interest at 7.74%, repayable in instalments and due to be repaid in full in December 2038.

 

£3,155,173 carrying interest at 5.5% repayable in full in December 2031.

 

Security was provided for these loans by way of a fixed and floating charge dated 17 December 2021 which covers all the property or undertaking of the company. The charge contains a negative pledge.

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 11 -
12
Audit report information

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

The auditor's report was unqualified.

Senior Statutory Auditor:
Daniel Wesolowski
Statutory Auditor:
FLB Audit LLP
Date of audit report:
28 February 2025
13
Financial commitments, guarantees and contingent liabilities

Priory HoldCo Limited is a guarantor for the loan liability with AFP Assets Limited in Warrendale Properties Limited, a fellow subsidiary, and for the loan liability with AFP Assets Limited in WFAFP Limited, an associate of the group.

14
Events after the reporting date

Subsequent to the year end, the company has not met post drawdown conditions attached to its long-term loans. Consequently, the affected long-term borrowings totalling £519,465 have become immediately repayable at the discretion of the financier. The Group has accepted an offer of debt funding from the financier, and both the financier and the Directors continue, on a completely consensual basis to reorganise the group and refinance all existing debt into the new structure. Once completed this will satisfy both hire purchase liabilities and post drawdown conditions.

PRIORY HOLDCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
15
Parent company

At the reporting date, the immediate parent company was WF Legacy Holdings Limited, a company incorporated in the United Kingdom.

 

The ultimate parent company is Warrendale Group Limited, which is smallest and largest group in which these financial statements are consolidated. The ultimate parent's registered office is High Warrendale Farm, Warter, York, YO42 1XG.

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