Company registration number 12871082 (England and Wales)
THE RELAIS HENLEY HOLDING LIMITED
CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEAR ENDED
31 DECEMBER 2023
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
THE RELAIS HENLEY HOLDING LIMITED
CONTENTS
Page
Company Information
1
Strategic report
2 - 5
Directors' report
6 - 7
Independent auditor's report
8 - 11
Group statement of comprehensive income
12
Group balance sheet
13
Company balance sheet
14
Group statement of changes in equity
15
Company statement of changes in equity
16
Group statement of cash flows
17
Notes to the financial statements
18 - 37
THE RELAIS HENLEY HOLDING LIMITED
COMPANY INFORMATION
- 1 -
Director
Mr. T. Hartnoll
Company number
12871082
Registered office
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
Auditor
Verallo
Century House
Wargrave Road
Henley-on-Thames
Oxfordshire
United Kingdom
RG9 2LT
THE RELAIS HENLEY HOLDING LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -

The director presents the strategic report for the year ended 31 December 2023.

Fair review of the business

Against the backdrop of continued challenging conditions for the hospitality sector the company performance for the year was fair with a year-on-year turnover increase of 10%, however, with increased cost pressures the operating profit / (loss) was similar to prior year. Food and Beverage revenues had a strong 2nd half of the year as a result of key management actions to re-conceptualise the offering, resulting in a 33% increase year on year. Conversely, accommodation revenues did not perform as well noting continued economic pressures and were flat on prior year with occupancy below expectations offset by some price growth year on year.

Leisure as a segment is impacted by the cost of living crisis as discretionary spend diminishes. To mitigate this, management developed other market segments and made operational changes to the business to accommodate corporate and social meetings and events. This proved to be a successful approach, enabling the business to fill critical midweek periods.

The business undertakes constant review and forecasting of its cost base. The primary costs of the business are payroll and food costs. Both of these have been impacted by inflation significantly. Underlying wage growth was driven by an increase in the national minimum wage and the availability of the workforce. This increase was offset through restructuring the management team and improved controls on the businesses wage growth and labour efficiency.

THE RELAIS HENLEY HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Principal risks, uncertainties and management objectives

The business manages exposure to principal risks through its financial risk management objectives.

Revenue risk

Exposure to revenue risk is managed through financial risk management objectives which focus on optimizing the mix between price point and occupancy. Robust revenue management processes are adopted including daily competitor comparisons.

Food and beverage price risk arises from being unable to pass on inflationary rises in the cost of goods to the customer. This is mitigated through daily ordering of foodstuffs based on business levels to minimize waste and by implementing flexible menus.

Credit risk

The business has limited exposure to credit risk as the majority of its business is paid for in advance or at the time of service. Credit risk is managed by limiting customer credit facilities to those companies that meet credit requirements.

Cost base risk

The business is fully compliant with statutory minimum pay regulations and labour costs are managed through careful rota management. Food price inflation has impacted margins. Risk is managed through detailed costing of menus, minimising waste and sourcing the best value products without compromising on quality produce. Better pricing can be obtained from suppliers on advance purchase terms and the business balances the benefit of better pricing against cashflow needs of the time.

Energy cost is the largest non-direct cost. The timing of energy contract renewals is critical as favourable pricing often requires longer commitment periods to energy suppliers. The business closely monitors renewal dates and has set consumption targets and implemented best practice processes to reduce energy consumption.

Liquidity risk

Cashflow is carefully monitored weekly; revenues are received on a cash basis and can be relatively accurately forecasted to align with supplier payments and payroll requirements due.

Development and performance

The outlook for 2024 remains challenging with the persisting economic instability impacting H1. Positive impacts of sales efforts in 2023 to drive more midweek corporate and weekend leisure business are expected to come to fruition with a strong improvement year-on-year anticipated over H2.

Food price inflation reached a record high of 19.1% in March 2023 compared to 2022. During the remainder of 2023 food inflation remained high and continued to rise albeit at a slower rate. Food inflation remains a key factor in managing the cost base despite an easing in key staples.

Together with further reductions in operational cost base, improvements in sales and marketing capability, the Relais Henley’s signature restaurant was rebranded and relaunched by partnering with a well renowned local chef.

Overall the outlook remains challenging; the focus is on ensuring continuous control on the cost base whilst seeking out new and alternative revenue opportunities. Longer term as the leisure segment recovers the business should be well placed to maximise the opportunity and drive profitability.

THE RELAIS HENLEY HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -
Key performance indicators

THE RED LION HOTEL (HENLEY) LIMITED

KPIs

2023

2022

Gross profit margin

17%

9%

Operating profit margin

(57%)

(60%)

Accommodation revenue % Turnover

60%

66%

Food and Beverage revenue % Turnover

39%

32%

Administration expense % Turnover

83%

70%

Employee expense % Turnover

72%

66%

 

THE RELAIS HENLEY HOLDING LIMITED

KPIs

2023

2022

Gross profit margin

17%

9%

Operating profit margin

(57%)

(60%)

Accommodation revenue % Turnover

60%

66%

Food and Beverage revenue % Turnover

39%

32%

Administration expense % Turnover

84%

71%

Employee expense % Turnover

72%

66%

 

NOTE: differences in administrative expenses between entities

Future developments

The business is committed to providing a quality hospitality experience for its guests and the local community by investing in its assets and the team. Opportunities to further promote the success of The Relais Henley are assessed regularly and tailored to suit market demand.

 

Promoting the success of the company

The director understands the business and the evolving environment in which the business operates. The management has long term experience in the indusrty. The strategy set by the board is intended to strengthen the group position and brand within the local markets.

 

The director recognises that The Red Lion Hotel (Henley) Limited employees are fundamental to the business delivery and strategic ambitions. The sucess of the business is in part due to attracting, retaining and motivating employees. Ensuring that we remain a responsible employer, from pay and benefits to our health, safety and workplace environment, the director factors the implications of decisions on employees and the wider workforce, where relevant and feasible.

 

Delivering the group strategy requires a strong relationship with members of our wider group, the group needs and support provided are factored into strategic decision making and targets.

 

THE RELAIS HENLEY HOLDING LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

On behalf of the board

Mr. T. Hartnoll
Director
12 March 2025
THE RELAIS HENLEY HOLDING LIMITED
DIRECTOR'S REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -

The director presents his annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the group continued to be that of a hotel. The principal activity of the Parent is that of a holding company.

Results and dividends

The results for the year are set out on page 12.

No ordinary dividends were paid. The director does not recommend payment of a further dividend.

Director

The director who held office during the year and up to the date of signature of the financial statements was as follows:

Mr. T. Hartnoll
Ms. G. Leo
(Resigned 29 May 2024)
Auditor

In accordance with the company's articles, a resolution proposing that Verallo be reappointed as auditor of the group will be put at a General Meeting.

Statement of director's responsibilities

The director is responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

 

 

The director is 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. He is 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.

THE RELAIS HENLEY HOLDING LIMITED
DIRECTOR'S REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
Strategic report

The truegroup 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 principal risks, uncertainties and management objectives, along with future developments.

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.

Going Concern

The Relais Henley Holding Limited have an unsecured revolving facility held with The International Stock Exchange of £30 million, which can be drawn upon to help support The Red Lion Hotel (Henley) Limited. At 31 December 2023 had been utilised to the value of £10,703,456 (2022 - £8,744,456), and does not fall payable until 2045.

On behalf of the board
Mr. T. Hartnoll
Director
12 March 2025
THE RELAIS HENLEY HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE RELAIS HENLEY HOLDING LIMITED
- 8 -
Opinion

We have audited the financial statements of The Relais Henley Holding Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, 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.

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The director is responsible for the other information contained within the annual report. 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.

Opinions on other matters prescribed by the Companies Act 2006

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

THE RELAIS HENLEY HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE RELAIS HENLEY HOLDING LIMITED
- 9 -
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 director's 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 director

As explained more fully in the director's responsibilities statement, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or parent company or to cease operations, or has 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.

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.

 

Extent to which the audit was considered capable of detecting irregularities, including fraud

The objectives of our audit, in respect to fraud, are: to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses; and to respond appropriately to fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the entity and its management.

THE RELAIS HENLEY HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE RELAIS HENLEY HOLDING LIMITED
- 10 -

Our approach was as follows:

 

 

Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Where the risk was considered to be higher, we performed audit procedures to address each identified fraud risk. These procedures included: testing manual journals; reviewing the financial statement disclosures and testing to supporting documentation; performing analytical procedures; and enquiring of management, and were designed to provide reasonable assurance that the financial statements were free from fraud or error.

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, the further removed non-compliance with laws and regulations (irregularities) is from the events and transactions reflected in the financial statements, the less likely the inherently limited procedures required by auditing standards would identify it. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations.

 

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/Our-Work/Audit/Audit-and-assurance/Standards-and-guidance/Standards-and-guidance-for-auditors/Auditors-responsibilities-for-audit/Description-of-auditors-responsibilities-for-audit.aspx. This description forms part of our auditor’s report.

 

THE RELAIS HENLEY HOLDING LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE RELAIS HENLEY HOLDING LIMITED
- 11 -

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 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Michelle Hewitt-Dutton FCCA (Senior Statutory Auditor)
For and on behalf of Verallo
Statutory Auditor
Office: Henley-on-Thames
14 March 2025
THE RELAIS HENLEY HOLDING LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
Notes
£
£
Turnover
3
2,045,717
1,858,195
Cost of sales
(1,690,517)
(1,685,059)
Gross profit
355,200
173,136
Administrative expenses
(3,304,833)
(1,324,130)
Other operating income
170,057
6,000
Operating loss
4
(2,779,576)
(1,144,994)
Interest receivable and similar income
7
1,586
788
Interest payable and similar expenses
8
(700,025)
(602,779)
Loss before taxation
(3,478,015)
(1,746,985)
Tax on loss
9
-
0
-
0
Loss for the financial year
(3,478,015)
(1,746,985)
Loss for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.

The notes on pages 18 to 37 form part of these financial statements.

THE RELAIS HENLEY HOLDING LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Intangible assets
11
6,825
-
0
Tangible assets
12
9,207,136
10,939,792
9,213,961
10,939,792
Current assets
Stocks
16
51,505
49,347
Debtors
17
40,918
147,335
Cash at bank and in hand
56,885
190,238
149,308
386,920
Creditors: amounts falling due within one year
18
(5,442,682)
(5,968,939)
Net current liabilities
(5,293,374)
(5,582,019)
Total assets less current liabilities
3,920,587
5,357,773
Creditors: amounts falling due after more than one year
19
(10,703,456)
(8,744,456)
Provisions for liabilities
Provisions
21
81,829
-
0
(81,829)
-
Net liabilities
(6,864,698)
(3,386,683)
Capital and reserves
Called up share capital
23
1
1
Profit and loss reserves
(6,864,699)
(3,386,684)
Total equity
(6,864,698)
(3,386,683)
The financial statements were approved by the board of directors and authorised for issue on 12 March 2025 and are signed on its behalf by:
12 March 2025
Mr. T. Hartnoll
Director
The notes on pages 18 to 37 form part of these financial statements
THE RELAIS HENLEY HOLDING LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2023
31 December 2023
- 14 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
9,000,000
12,595,267
Current assets
-
-
Creditors: amounts falling due within one year
18
(4,609,213)
(4,966,789)
Net current liabilities
(4,609,213)
(4,966,789)
Total assets less current liabilities
4,390,787
7,628,478
Creditors: amounts falling due after more than one year
19
(10,703,456)
(8,744,456)
Net liabilities
(6,312,669)
(1,115,978)
Capital and reserves
Called up share capital
23
1
1
Profit and loss reserves
(6,312,670)
(1,115,979)
Total equity
(6,312,669)
(1,115,978)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £5,196,691 (2022 - £628,610 loss).

The financial statements were approved by the board of directors and authorised for issue on 12 March 2025 and are signed on its behalf by:
12 March 2025
Mr. T. Hartnoll
Director
Company Registration No. 12871082
The notes on pages 18 to 37 form part of these financial statements
THE RELAIS HENLEY HOLDING LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 15 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
(1,639,699)
(1,639,698)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(1,746,985)
(1,746,985)
Balance at 31 December 2022
1
(3,386,684)
(3,386,683)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(3,478,015)
(3,478,015)
Balance at 31 December 2023
1
(6,864,699)
(6,864,698)
The notes on pages 18 to 37 form part of these financial statements
THE RELAIS HENLEY HOLDING LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
Share capital
Profit and loss reserves
Total
£
£
£
Balance at 1 January 2022
1
(487,369)
(487,368)
Year ended 31 December 2022:
Loss and total comprehensive income for the year
-
(628,610)
(628,610)
Balance at 31 December 2022
1
(1,115,979)
(1,115,978)
Year ended 31 December 2023:
Loss and total comprehensive income for the year
-
(5,196,691)
(5,196,691)
Balance at 31 December 2023
1
(6,312,670)
(6,312,669)
The notes on pages 18 to 37 form part of these financial statements
THE RELAIS HENLEY HOLDING LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
27
(1,376,223)
1,011,044
Interest paid
(700,025)
-
0
Income taxes refunded/(paid)
92,790
-
Net cash (outflow)/inflow from operating activities
(1,983,458)
1,011,044
Investing activities
Purchase of intangible assets
(6,825)
-
Purchase of tangible fixed assets
(116,368)
(1,176,809)
Proceeds on disposal of tangible fixed assets
12,712
816
Interest received
1,586
788
Net cash used in investing activities
(108,895)
(1,175,205)
Financing activities
Proceeds from borrowings
1,959,000
160,000
Net cash generated from financing activities
1,959,000
160,000
Net decrease in cash and cash equivalents
(133,353)
(4,161)
Cash and cash equivalents at beginning of year
190,238
194,399
Cash and cash equivalents at end of year
56,885
190,238
The notes on pages 18 to 37 form part of these financial statements
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
1
Accounting policies
Company information

The Relais Henley Holding Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales, company registration no. 12871082. The registered office is Century House, Wargrave Road, Henley-on-Thames, Oxfordshire, United Kingdom, RG9 2LT.

 

The group consists of The Relais Henley Holding 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 £.

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:

 

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 19 -
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. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

 

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.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company The Relais Henley Holding 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.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -
1.4
Going concern

At the balance sheet date the group and company's current liabilities exceeded its current assets by £5,293,374 (2022 - £5,582,019) and £4,609,213 (2022 - £4,966,789) respectively, and its total net liabilities equaled £6,864,698 (2022 - £3,386,683) and £6,312,669 (2022 - £1,115,978) respectively. The director has prepared the financial statements on a going concern basis, which assumes the group and company will continue in operational existence, and will be able to meet its liabilities as they fall due, for a period of at least twelve months from the date of approval of the financial statements.

 

In reaching this conclusion, the director has reviewed the budgets and forecasts for the foreseeable future and has considered the support obtained from the group's parent company, that the £2,885,970 (2022 - £3,944,971) amounts owed to the parent company, along with £1,706,544 accrued interest in relation to the Eurobond, will not be recalled for the foreseeable future, to the detriment of the group and company's creditors. The parent company has further pledged to provide financial support to the group to enable it to meets its financial obligations for a period of 12 months from the approval of the financial statements.

 

The director continues to review the impact of economy on the operations and financial position of the group.

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.

 

Sale of accommodation

The contract to provide accommodation is established when the customer books accommodation. The performance obligation is the right to use accommodation for a given number of nights, and the transaction price is the room rate for each night determined at the time of the booking. The performance obligation is met when the customer is given the right to use the accommodation, and so revenue is recognised for each night as it takes place, at the room rate for that night.

Customers may pay in advance for accommodation. In this case the company has received consideration for services not yet provided. This is treated as a contract liability until the performance obligation is met.

Sale of food and beverage

The contract is established when the customer orders the food or drink item and the performance obligation is the provision of food and drink by the outlet. The performance obligation is satisfied when the food and drink is delivered to the customer, and revenue is recognised at this point at the price for the items purchased.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -
1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.7
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:

Website costs
Not amortised
1.8
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 buildings
2% straight line
Leasehold improvements
Over life of lease
Fixtures and fittings
10% - 20% straight line
Computers
20% straight line

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

Land is not subject to depreciation.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.9
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.

An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.10
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.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -

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.

1.11
Stocks

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

 

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

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

1.12
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.

1.13
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 balance sheet 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.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
Basic financial assets

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

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.

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 group after deducting all of its liabilities.

Basic financial liabilities

Basic financial liabilities, including creditors, bank loans and loans from fellow group companies, 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.

1.14
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.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 25 -
1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

 

The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

1.16
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.

1.17
Retirement benefits

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

1.18
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.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.19
Foreign exchange

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

1.20

Reserves

The group and company’s reserves are as follows:

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 26 -
2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the director is 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.

Depreciation

On acquisition all of the fixed assets were disposed of apart from the land and building. Fixed assets purchased since acquisition were bought and deprecated using new depreciation rates. The effect of the change in accounting estimate has not been disclosed as all of the fixed assets that were depreciated using the original estimate have been disposed of and all of the purchased assets use the new estimate.

Impairment of investment

The investments are valued by the directors, based upon financial projections over a period of 10 years. The key judgements in the projections are price, occupancy and cost base.

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Accommodation
1,233,595
1,233,141
Food and beverage
793,452
594,442
Sundry
18,670
30,612
2,045,717
1,858,195
2023
2022
£
£
Other revenue
Interest income
1,586
788
Grants received
-
6,000
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 27 -
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange losses
6
128
Government grants - furlough
-
(6,000)
Depreciation of owned tangible fixed assets
257,456
224,263
Impairment of owned tangible fixed assets
1,585,000
-
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
8,800
19,100
Audit of the financial statements of the company's subsidiaries
11,000
-
19,800
19,100
For other services
Taxation compliance services
3,190
-
All other non-audit services
7,975
-
11,165
-
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Directors
2
2
2
2
Admin
14
10
-
-
Food and beverage
32
46
-
-
Housekeeping
11
15
-
-
Total
59
73
2
2
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 28 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
1,331,349
1,108,737
-
0
-
0
Social security costs
128,332
98,698
-
-
Pension costs
21,995
18,009
-
0
-
0
1,481,676
1,225,444
-
0
-
0
7
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
527
788
Other interest income
1,059
-
Total income
1,586
788
8
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
700,025
602,779
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
9
Taxation

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

2023
2022
£
£
Loss before taxation
(3,478,015)
(1,746,985)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2022: 19.00%)
(869,504)
(331,927)
Tax effect of expenses that are not deductible in determining taxable profit
417,254
1,561
Unutilised tax losses carried forward
459,792
330,366
Change in unrecognised deferred tax assets
(17,991)
-
0
Depreciation on assets not qualifying for tax allowances
10,576
-
0
Movement in provisions
18
-
0
Super-deduction
(145)
-
0
Taxation charge
-
-

At 31 December 2023 the trading company had tax losses amounting to £6,878,183 (2022 - £4,981,492), of which £2,593,017 (2022 - £2,521,055) has been utilised to offset the deferred tax liability of £648,254 (2022 - £630,264) in relation to accelerated capital allowances. A balance of £4,285,166 (2022 - £2,460,437) remains available to be carried forward and offset against future trading profits.

10
Impairments

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

2023
2022
Notes
£
£
In respect of:
Property, plant and equipment
12
1,585,000
-
Recognised in:
Administrative expenses
1,585,000
-

The impairment losses in respect of financial assets are recognised in other gains and losses in the profit and loss account.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
11
Intangible fixed assets
Group
Website costs
£
Cost
At 1 January 2023
-
0
Additions
6,825
At 31 December 2023
6,825
Amortisation and impairment
At 1 January 2023 and 31 December 2023
-
0
Carrying amount
At 31 December 2023
6,825
At 31 December 2022
-
0
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

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

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 1 January 2023
10,480,320
17,220
669,632
105,447
11,272,619
Additions
53,931
-
0
56,427
6,010
116,368
Disposals
-
0
(17,220)
-
0
(12,712)
(29,932)
At 31 December 2023
10,534,251
-
0
726,059
98,745
11,359,055
Depreciation and impairment
At 1 January 2023
180,200
4,626
120,179
27,822
332,827
Depreciation charged in the year
131,377
12,594
91,573
21,912
257,456
Impairment losses
1,585,000
-
0
-
0
-
0
1,585,000
Eliminated in respect of disposals
-
0
(17,220)
-
0
(6,144)
(23,364)
At 31 December 2023
1,896,577
-
0
211,752
43,590
2,151,919
Carrying amount
At 31 December 2023
8,637,674
-
0
514,307
55,155
9,207,136
At 31 December 2022
10,300,120
12,594
549,453
77,625
10,939,792
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.

The carrying value of land and buildings comprises of land valued at £2,348,101.

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

13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
-
0
2,263,464
Loans to subsidiaries
14
-
0
-
0
9,000,000
10,331,803
-
0
-
0
9,000,000
12,595,267

On 2 October 2020 the group acquired 100% of the issued capital of The Red Lion Hotel (Henley) Limited.

 

The loans to subsidiaries are repayable on demand as the company has agreed to support for a period of 12 months, therefore it is shown as a non-current fixed asset investment. This has not been amortised as this is considered to be one year and one day.

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
13
Fixed asset investments
(Continued)
- 32 -
Movements in fixed asset investments
Company
Shares in subsidiaries
Loans to subsidiaries
Total
£
£
£
Cost or valuation
At 1 January 2023
2,263,464
10,331,803
12,595,267
Additions
-
876,344
876,344
At 31 December 2023
2,263,464
11,208,147
13,471,611
Impairment
At 1 January 2023
-
-
-
Impairment losses
2,263,464
2,208,147
4,471,611
At 31 December 2023
2,263,464
2,208,147
4,471,611
Carrying amount
At 31 December 2023
-
9,000,000
9,000,000
At 31 December 2022
2,263,464
10,331,803
12,595,267
14
Subsidiaries

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

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
The Red Lion Hotel (Henley) Limited
The Relais Henley, Hart Street, Henley-On-Thames, England, RG9 2AR
Operation of hotel
Ordinary
100
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
15
Financial instruments
Group
Company
2023
2022
2023
2022
£
£
£
£
Carrying amount of financial assets
Debt instruments measured at amortised cost
31,942
23,863
n/a
n/a
Carrying amount of financial liabilities
Measured at amortised cost
16,018,726
14,687,591
n/a
n/a

As permitted by the reduced disclosure framework within FRS 102, the company has taken advantage of the exemption from disclosing the carrying amount of certain classes of financial instruments, denoted by 'n/a' above.

 

16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
51,505
49,347
-
0
-
0
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
15,546
3,721
-
0
-
0
Corporation tax recoverable
-
0
92,790
-
0
-
0
Other debtors
16,396
41,965
-
0
-
0
Prepayments and accrued income
8,976
8,859
-
0
-
0
40,918
147,335
-
-
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 34 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
£
£
£
£
Trade creditors
121,265
116,994
-
0
120
Amounts owed to group undertakings
2,885,970
3,944,971
2,885,971
3,944,971
Other taxation and social security
127,412
25,804
-
-
Other creditors
356,716
317,124
-
0
-
0
Accruals and deferred income
1,951,319
1,564,046
1,723,242
1,021,698
5,442,682
5,968,939
4,609,213
4,966,789

The amounts owed to group undertakings are unsecured, interest-free and repayable on demand.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Other borrowings
20
10,703,456
8,744,456
10,703,456
8,744,456
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
10,703,456
8,744,456
10,703,456
8,744,456
20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Other loans
10,703,456
8,744,456
10,703,456
8,744,456
Payable after one year
10,703,456
8,744,456
10,703,456
8,744,456

 

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
20
Loans and overdrafts
(Continued)
- 35 -

The long term creditor represents listed notes on The International Stock Exchange, to the value of £10,703,456 (2022 - £8,744,456). The loan notes of the Eurobond are held by a company related by mutual controlling parties. The Eurobond has an unsecured revolving facility of £30 million. The bond is not repayable until 2045 and is subject to interest at 7% per annum of the amount drawn.

 

21
Provisions for liabilities
Group
Company
2023
2022
2023
2022
£
£
£
£
81,829
-
-
-
Movements on provisions:
Group
£
At 1 January 2023 and 31 December 2023
81,829

The provision represents expected repairs and maintenance costs of the building to be settled within the next 12 months. The basis has been applied at 4% of turnover, which the directors believe represents the value to repair the property to its current condition.

22
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
21,995
18,009

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.

23
Share capital
Group and company
2023
2022
2023
2022
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
1
1
1
1
THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
23
Share capital
(Continued)
- 36 -

The Company has one class of ordinary shares which carry full voting rights.

24
Operating lease commitments

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
71,862
44,967
-
-
Between two and five years
62,336
52,166
-
-
134,198
97,133
-
-

The company had no commitments under non-cancellable operating leases as at the balance sheet date

25
Related party transactions

The company has taken advantage of the exemption allowed under FRS 102 s.33 1A not to disclose transactions with wholly owned members of the group.

 

During the year, the group traded with a company related by mutual control. As a result of various intercompany transactions, the balance owed to the related party increased by £8,707 (2022 - £82,342). At the year end £287,473 (2022 - £278,766) remained outstanding. The monies are unsecured, repayable on request, and are not subject to interest.

 

During the year, the group incurred £80,000 (2022 - £80,000) of costs in relation to management services provided by a director. At the balance sheet date, £113,333 (2022 - £113,333) was owed to the director with respect to these services, and is included in accruals. No interest is charged on the accrued fees.

 

THE RELAIS HENLEY HOLDING LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
26
Controlling party

The immediate parent company is The Relais Retreats Limited, a company incorporated in the British Virgin Islands.

 

At the year end Mr T. Hartnoll was the ultimate controlling party by virtue of his majority shareholding in The Relais Retreats Limited.

 

On 24 May 2024 Baccata Trustees Ltd, a company incorporated in the Jersey, Channel Islands, became the ultimate parent company.

 

The ultimate controlling party from 24 May 2024 is Mr N. Falla, by virtue of his controlling interest in Baccata Trustees Ltd.

27
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the year after tax
(3,478,015)
(1,746,985)
Adjustments for:
Finance costs
700,025
602,779
Investment income
(1,586)
(788)
Gain on disposal of tangible fixed assets
(6,144)
(68)
Depreciation and impairment of tangible fixed assets
1,842,456
224,263
Increase in provisions
81,829
-
Movements in working capital:
Increase in stocks
(2,158)
(454)
Decrease in debtors
13,627
188,411
(Decrease)/increase in creditors
(526,257)
1,743,886
Cash (absorbed by)/generated from operations
(1,376,223)
1,011,044
28
Analysis of changes in net debt - group
1 January 2023
Cash flows
31 December 2023
£
£
£
Cash at bank and in hand
190,238
(133,353)
56,885
Borrowings excluding overdrafts
(8,744,456)
(1,959,000)
(10,703,456)
(8,554,218)
(2,092,353)
(10,646,571)
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