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Budock Vean Holdings Limited

Annual Report and Consolidated Financial Statements
Year Ended 31 December 2023

Registration number: 00863550

 

Budock Vean Holdings Limited

Contents

Company Information

1

Strategic Report

2 to 3

Director's Report

4 to 5

Statement of Director's Responsibilities

6

Independent Auditor's Report

7 to 10

Consolidated Statement of Income and Retained Earnings

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Financial Statements

17 to 38

 

Budock Vean Holdings Limited

Company Information

Director

J M Nettleton

Company secretary

L J Holmes

Registered office

Budock Vean Hotel
Mawnan Smith
Falmouth
TR11 5LG

Auditors

PKF Francis Clark
Statutory Auditors
Lowin House
Tregolls Road
Truro
Cornwall
TR1 2NA

 

Budock Vean Holdings Limited

Strategic Report

Year Ended 31 December 2023

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

Principal activity

The principal activity of the group is that of hoteliers and providers of self catering accommodation, operating the Budock Vean Hotel and Budock Vean Holidays, and the development of lodges for sale to third parties through Budock Vean Developments.

Fair review of the business

The year ended 31 December 2023 was another challenging period for the UK, and in particular Cornish, hospitality sector. These challenges manifested themselves with; a fall in accommodation occupancy and therefore revenues; wage, commodity and energy cost inflation impacting margins significantly. Revenue fell by 5.2% to £3.3m, gross margin fell from 59.4% to 54.3% and the group reported a net loss excluding exceptional items of £0.7m (2022: net loss £0.2m).

Following the year end the shareholders of the Budock Vean Holdings Group have sought and completed an exit from the group and this has seen Nettleton Holdings Limited become the ultimate parent company during December 2024. Representative of the challenges in the market in 2023 and 2024 the deal value indicated a value of the tangible fixed assets, on arms length basis, lower by £1.2m than the carrying value in the 2022 financial statements – this has resulted in a fair value loss, accounted for in accordance with FRS 102 in the 31 December 2023 financial statements of £1.2m, being an exceptional loss recognised in the profit and loss account.

The balance sheet has been eroded during the year ended 31 December 2023 by £1.5m for the reasons outlined above with net assets of £0.7m as at 31 December 2022 becoming net liabilities of £0.9m at year end. Bank debt has continued to be serviced throughout the year although a technical breach of the covenants associated with the senior term loan facility occurred such that the loan balance of £3.1m is shown as due within one year. The loan was settled in full immediately following the change of control in December 2024 as described above, with balances thereafter due to a fellow undertaking within the Nettleton group.

The group's key financial and other performance indicators during the year were as follows:

Financial KPIs

Unit

2023

2022

Revenue

£000

3,274

3,481

Operating (loss)/profit

£000

(365)

(112)

EBITDA

£000

(137)

300

Staff numbers

No.

92

83

Net debt

£000

5,367

5,021

In making his assessment of going concern the director is satisfied, in the light of confirmation of support from the Nettleton group and having considered the forecasts and plans for the group for the 12 months following approval of these financial statements, that the going concern basis of preparation remains appropriate.

The director looks forward to the coming year with the expectation of a lower cost basis (with the exception of wages), enhanced marketing channels as supported by the wider Nettleton group and improved revenues but is mindful of the ongoing economic uncertainty within the United Kingdom resulting in reduced discretionary spend amongst UK consumers and the impact of the UK Government plans for National Insurance contributions effective from April 2025 as announced in the October 2024 Budget.

 

Budock Vean Holdings Limited

Strategic Report

Year Ended 31 December 2023

Principal risks and uncertainties

As described above the group is exposed to the same macro-economic and fiscal risks and challenges as other companies within the UK hospitality and leisure sector, however the Director feels that, following the acquisition by the Nettleton group and refinancing of debt within the group as described above, through a robust assessment of the market that the group is well positioned to deal with the risks and uncertainties, whilst being able to capitalise on any opportunities as they arise.

The group operates in a competitive marketplace however the director believes that ongoing investment in the hotel and leisure facilities, coupled with its reputation for standards of service, mitigates this risks and supports retained customers.

Environmental matters

Since 2004 the Budock Vean has been one of the most proactive hotels in Cornwall in terms of instigating a suitable environmentally friendly policy. We are an ambassador for COAST; a member of the International Tree Foundation and a corporate member of Cornwall Wildlife Trust. We are totally committed to purchasing as many products and services as possible from Cornwall and particularly local based suppliers, on the basis that they meet our requirements of value, quality and reliability of supply. Menus clearly show items that have been purchased locally.

We believe that one of the greatest assets of the hotel is its grounds and location nestled on the banks of the Helford River. This is an Area of Outstanding Natural Beauty (AONB) and a Special Area of Conservation (SAC) which is rich in natural beauty and high biodiversity.

We see our role as custodians of this wonderful natural asset and are committed to its long term sustainability. We take all reasonable measures to preserve and maintain the immediate and wider environment for the enjoyment of future generations. The continued commercial success of the hotel will further ensure the long term preservation and sustainability of the Budock Vean Hotel Estate and its surrounds.

Approved by the director on 27 March 2025 and signed on its behalf by:

.........................................
J M Nettleton
Director

   
     
 

Budock Vean Holdings Limited

Director's Report

Year Ended 31 December 2023

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

Directors of the group

The directors who held office during the year were as follows:

E H Barlow (ceased 14 May 2023)

M E Barlow (ceased 3 December 2024)

The following director was appointed after the year end:

J M Nettleton (appointed 3 December 2024)

Financial instruments

Objectives and policies

The groups principal financial instruments comprise of bank balances, trade creditors, deposits in advance from customers and bank loans. The main purpose of these instruments is to raise funds for the groups main operations. The Director believes that the group is dealing proactively with the risks and uncertainties which it faces.

Price risk, credit risk, liquidity risk and cash flow risk

The risks applicable to financial instruments are illustrated below:

Liquidity risk
The group manages this particular risk through a combination of compiling projections and regular review of the available management information by the Directors.

Price risk
The group operates a set tariff for customers staying at the hotel. The tariff is set by the Director and is regularly reviewed in order to ensure that the price is appropriate. Tariff changes are also factored into projections that enable the group to ensure that sufficient funds are available. Deposits received in advance help fund the group and therefore setting tariffs to ensure that they encourage payments in advance is an important element in assisting cash flow.

Operational risk
The Director is aware of the continual changes in laws and regulations and the associated compliance costs and plan ahead accordingly.

Credit risk
Given that customers are required to pay a deposit to reserve a room, and that all accounts are liable for settlement upon arrival the Director does not believe that the group is adversely affected by credit risk.

 

Budock Vean Holdings Limited

Director's Report

Year Ended 31 December 2023

Going concern

Having taken into consideration the post year end change of ownership of the company and group, and resulting refinancing of the group’s bank debt, the Director is satisfied that it continues to be appropriate to adopt the going concern basis of preparation. In making this assessment the director has given consideration to the financial performance of the hotel and of the Nettleton group as a whole and its forecasted financial performance for a period of at least 12 months from the date of approval of these financial statements. The director has also received confirmation of the availability of group support and for this reason the going concern basis remains appropriate.

Further commentary in this area is provided within note 2 to the financial statements.

Director's liabilities

Appropriate directors' and officers' liability cover is in place in respect of all the Directors of the group.

Disclosure of information to the auditor

The director has taken steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditor is aware of that information. The director confirms that there is no relevant information that he knows of and of which he knows the auditor is unaware.

Approved and authorised by the director on 27 March 2025
 

.........................................
J M Nettleton
Director

 

Budock Vean Holdings Limited

Statement of Director's Responsibilities

The director acknowledges his responsibilities 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 the company and of the profit or loss of the group for that period. In preparing these financial statements, the director is required to:

select suitable accounting policies and 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; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the Group and the company and enable him to ensure that the financial statements comply with the Companies Act 2006. He is also responsible for safeguarding the assets of the of the Group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

Budock Vean Holdings Limited

Independent Auditor's Report to the Members of Budock Vean Holdings Limited

Opinion

We have audited the financial statements of Budock Vean Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023, which comprise the Consolidated Statement of Income and Retained Earnings, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of 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:

give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2023 and of the group's 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 director is responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

Budock Vean Holdings Limited

Independent Auditor's Report to the Members of Budock Vean Holdings Limited

Opinion on other matter 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 Director's Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and Director's Report have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of our 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 and the Director's Report.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:

adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

the parent company 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 the director

As explained more fully in the Statement of Director's Responsibilities set out on page6, 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 group’s and 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 the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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

 

Budock Vean Holdings Limited

Independent Auditor's Report to the Members of Budock Vean Holdings Limited

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:

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the entity and industry/sector in which it operates to identify the key laws and regulations affecting the entity. As part of this assessment process we have identified key laws and regulations of the entity and investigated whether any of these have breached in the year.

The key laws and regulations we identified were:
- The Health and Safety at Work Act 1974
- Licensing Act 1964
- Employment Laws and Regulations
- General Data Protection and Regulation Act 2018

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, primarily the Companies Act 2006.

We discussed with management how the compliance of these laws and regulations is monitored and discussed policies and procedures in place. We also identified the individuals who have responsibility for ensuring that the entity complies with laws and regulations and deals with reporting any issues if they arise.

As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations. Our procedures involved the following:

- Enquiries of management and those charged with governance regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;
- Reviewed legal and professional costs to identify any possible non-compliance or legal costs in respect of any potential non-compliance; and
- Obtained copies of documentation proving compliance with relevant laws and regulations where possible.

As part of our enquiries we discussed with management whether there have been any known instances, allegations or suspicions of fraud, of which there were none.

We also evaluated the risk of fraud through management override including that arising from management's incentives. The key risk we identified was financial covenant compliance and we determined that the principal risks were related to the overstatement of profitability, either through overstating revenue, understating expenditure, or management bias in relation to accounting estimates.

In response to the identified risk, as part of our audit work, we:

- Used data analytics to test journal entries throughout the year, for appropriateness;
- Reviewed estimates and judgements made in the financial statements for any indication of bias and challenged assumptions used by management in making the estimates;
- Undertaking substantive testing and analytical review of revenue, especially hotel bookings;
- Agreeing commission received to the quarterly owners letting statements.

 

Budock Vean Holdings Limited

Independent Auditor's Report to the Members of Budock Vean Holdings Limited

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.

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

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.

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

Lowin House
Tregolls Road
Truro
Cornwall
TR1 2NA

7 April 2025

 

Budock Vean Holdings Limited

Consolidated Statement of Income and Retained Earnings for the Year Ended 31 December 2023

Note

2023
 £

2022
 £

Turnover

2

3,274,198

3,481,278

Cost of sales

 

(1,494,922)

(1,414,664)

Gross profit

 

1,779,276

2,066,614

Establishment costs

 

(1,531,909)

(1,520,430)

Administrative expenses

 

(613,040)

(201,000)

Operating (loss)/profit

3

(365,673)

345,184

Exceptional items

4

(1,392,649)

(456,913)

Interest payable and similar charges

8

(318,406)

(166,989)

 

(1,711,055)

(623,902)

Loss before tax

 

(2,076,728)

(278,718)

Taxation

9

409,493

137,423

Loss for the financial year

 

(1,667,235)

(141,295)

Profit/(loss) attributable to:

 

Owners of the company

 

(1,667,235)

(141,295)

Retained earnings brought forward

 

319,332

460,627

Retained earnings carried forward

 

(1,347,903)

319,332

 

Budock Vean Holdings Limited

Consolidated Balance Sheet

31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Tangible assets

11

5,600,000

7,000,000

Current assets

 

Stocks

13

55,338

183,481

Debtors

14

63,457

343,491

Cash at bank and in hand

16

40,107

408,459

 

158,902

935,431

Creditors: Amounts falling due within one year

17

(4,588,952)

(1,428,577)

Net current liabilities

 

(4,430,050)

(493,146)

Total assets less current liabilities

 

1,169,950

6,506,854

Creditors: Amounts falling due after more than one year

17

(1,928,257)

(5,188,433)

Provisions for liabilities

21

(173,584)

(583,077)

Net (liabilities)/assets

 

(931,891)

735,344

Capital and reserves

 

Called up share capital

24

64,150

64,150

Share premium reserve

23

351,862

351,862

Profit and loss account

23

(1,347,903)

319,332

Equity attributable to owners of the company

 

(931,891)

735,344

Total equity

 

(931,891)

735,344

Approved and authorised by the director on 27 March 2025
 

.........................................
J M Nettleton
Director

Company Registration Number: 00863550

 

Budock Vean Holdings Limited

Balance Sheet

31 December 2023

Note

2023
£

2022
£

Fixed assets

 

Investments

12

539,885

539,885

Current assets

 

Debtors

14

-

1,852,100

Creditors: Amounts falling due within one year

17

(25,695)

(5,545)

Net current (liabilities)/assets

 

(25,695)

1,846,555

Total assets less current liabilities

 

514,190

2,386,440

Creditors: Amounts falling due after more than one year

17

(1,762,100)

(1,762,100)

Net (liabilities)/assets

 

(1,247,910)

624,340

Capital and reserves

 

Called up share capital

24

64,150

64,150

Share premium reserve

351,862

351,862

Profit and loss account

(1,663,922)

208,328

Total equity

 

(1,247,910)

624,340

Approved and authorised by the director on 27 March 2025
 

.........................................
J M Nettleton
Director

Company Registration Number: 00863550

 

Budock Vean Holdings Limited

Consolidated Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total equity
£

At 1 January 2023

64,150

351,862

319,332

735,344

Loss for the year

-

-

(1,667,235)

(1,667,235)

Total comprehensive income

-

-

(1,667,235)

(1,667,235)

At 31 December 2023

64,150

351,862

(1,347,903)

(931,891)

Share capital
£

Share premium
£

Profit and loss account
£

Total equity
£

At 1 January 2022

64,150

351,862

460,627

876,639

Loss for the year

-

-

(141,295)

(141,295)

Total comprehensive income

-

-

(141,295)

(141,295)

At 31 December 2022

64,150

351,862

319,332

735,344

 

Budock Vean Holdings Limited

Statement of Changes in Equity

Year Ended 31 December 2023

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2023

64,150

351,862

208,328

624,340

Loss for the year

-

-

(1,872,250)

(1,872,250)

At 31 December 2023

64,150

351,862

(1,663,922)

(1,247,910)

Share capital
£

Share premium
£

Profit and loss account
£

Total
£

At 1 January 2022

64,150

351,862

223,331

639,343

Loss for the year

-

-

(15,003)

(15,003)

At 31 December 2022

64,150

351,862

208,328

624,340

 

Budock Vean Holdings Limited

Consolidated Statement of Cash Flows

Year Ended 31 December 2023

Note

2023
 £

2022
 £

Cash flows from operating activities

Loss for the year

 

(1,667,235)

(141,295)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

3

228,000

208,292

Loss on disposal of tangible assets

-

2,822

Impairment of fixed assets

1,264,506

158,383

Finance costs

8

318,406

623,902

Income tax expense

9

(409,493)

(137,423)

 

(265,816)

714,681

Working capital adjustments

 

Decrease in stocks

13

128,143

510

Decrease in trade debtors and other debtors

14

280,034

432,904

Decrease in trade creditors and other creditors

17

(77,470)

(628,721)

Cash generated from operations

 

64,891

519,374

Income taxes paid

9

-

(62,443)

Net cash flow from operating activities

 

64,891

456,931

Cash flows from investing activities

 

Acquisitions of tangible assets

(74,296)

(857,435)

Cash flows from financing activities

 

Interest paid

8

(318,406)

(623,902)

Repayment of bank borrowing

 

(274,999)

(205,000)

Proceeds from issue of shares classified as liabilities

 

-

645,100

Payments to finance lease creditors

 

(7,416)

(22,679)

Net cash flows from financing activities

 

(600,821)

(206,481)

Net decrease in cash and cash equivalents

 

(610,226)

(606,985)

Cash and cash equivalents at 1 January

 

408,459

1,015,444

Cash and cash equivalents at 31 December

 

(201,767)

408,459

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

1

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

The group's financial statements have been prepared in accordance with FRS102 - the Financial Reporting Standard applicable in the UK and Republic of Ireland.

The preparation of financial statements in conformity with FRS102 requires the use of certain critical accounting estimates. It also requires management to exercise its judgement in the process of applying the group's accounting policies. The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant to the financial statements are disclosed in note 2.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

The presentational currency of the financial statements is Pound Sterling, being the functional currency of the primary economic environment in which the company operates.

Monetary amounts in these financial statements are rounded to the nearest pound.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Basis of consolidation

The group financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 31 December 2023.

No income statement is presented for the company as permitted by section 408 of the Companies Act 2006. The company made a loss after tax for the financial year of £1,872,250 (2022 - loss of £15,003).

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

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the Group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the Company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Summary of disclosure exemptions

FRS102 allows a qualifying entity certain disclosure exemptions subject to certain conditions which the company has complied with. On this basis the company has taken advantage of the following exemptions:

i) From preparing a statement of cash flows, on the basis that it is a qualifying entity and the consolidated statement of cash flows included in these financial statements includes the Company's cash flows;

ii) From the financial instrument disclosures, required under FRS102 paragraphs 11.39 to 11.48A as the information is provided in the consolidated financial statement disclosures.

The group and company has also taken advantage of the exemption under FRS102 paragraph 33.1A in respect of transactions between members of the group, on the basis that the group companies are 100% owned.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Going concern

Having taken into consideration the post year end change of ownership of the company and group, and resulting refinancing of the group’s bank debt, the Director is satisfied that it continues to be appropriate to adopt the going concern basis of preparation. In making this assessment the director has given consideration to the financial performance of the hotel and of the Nettleton group as a whole and its forecasted financial performance for a period of at least 12 months from the date of approval of these financial statements. The director has also received confirmation of the availability of group support and for this reason the going concern basis remains appropriate.

Revenue recognition

Revenue comprises the fair value of the consideration received, or receivable for the provision of services in the ordinary course of the Group's activities. Revenue is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the company.

Revenue represents the core operations of the group, which includes:

- The provision of services associated with the running of a hotel, with ancillary facilities including a restaurant, bar, golf course and spa.

- The construction of lodges on the hotel premises for resale, and subsequent lettings management services.

In respect of accommodation income, revenue is recognised at the point of a customer staying in a room. Deposits are received in advance of customer stays in accordance with the group booking policies, and these are treated as payments on account and recognised within creditors due in less than one year.

Food, beverage, golf and other hotel income are recognised at the point of sale.

Turnover arising from the sale of lodges is recognised at the point of practical completion. Instalment payments received from purchasers prior to completion have been deferred and are recognised within accruals and deferred income. The associated costs of development prior to sale are similarly recognised as work in progress. The profit arising from the disposal of land on which lodge development has taken place has been recognised within other operating income. The sale of land is recognised on completion.

Lettings commissions are recognised at the point of a customer staying in a room.

Revenue derives from the activities of the group which are wholly undertaken in the UK.

Tax

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

Current or deferred tax liabilities are not discounted.

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

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the Group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Property, plant and equipment

Tangible assets are stated in the statement of financial position at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Freehold buildings

Straight line over 50 years

Furniture, fittings and equipment

Between 10% to 25% reducing balance

Investments

Investments represent the company investment in subsidiary undertakings, which are held in the financial statements at cost.

Other investments represents monies advanced to the Helford River Ferry, and is stated at cost less accumulated impairment losses.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the Profit and Loss Account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the Balance Sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the Profit and Loss Account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Financial instruments

Classification
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. All financial instruments are classified as basic.

Recognition and measurement
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.

Basic financial assets, which include trade and other receivables and cash and bank balances, are initially measured at transaction price, including transaction costs, and are subsequently carried at the
undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Basic financial liabilities, including trade and other payables, bank loans, and loans from fellow group companies are initially measured at transaction price, including transaction costs, and are
subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Impairment
Financial assets 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.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Key accounting judgements and sources of estimation uncertainty

Management evaluate estimates and judgements on an annual basis, and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.

In applying the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

In the opinion of the directors the key areas of judgement in the financial statements are going concern as described in the accounting policy above, and the policy adopted in respect of depreciation of freehold buildings as described below.

In the opinion of the directors the key sources of estimation uncertainty are as follows:

Carrying value of fixed assets (note 11)
At the balance sheet date the carrying value of freehold land and buildings is £4,873,856 (2022 - £6,138,362).

It is the group's practice to maintain the hotel building in a continual state of sound repair and to extend and make improvements thereto from time to time and accordingly the directors consider that the lives of these assets are so long and residual values so high that their depreciation is immaterial.

Carrying value of amounts due from fellow group undertakings (note 14)

At the balance sheet date the carrying value, in the company balance sheet, of amounts receivable from fellow group undertakings has been impaired to £nil (2022 - carrying value £1,852,100) following a review of the impact of both the loss making performance of the relevant subsidiary and the structure of the post year end ownership transaction as described in the strategic report.

2

Turnover

The analysis of the group's revenue for the year from continuing operations is as follows:

2023
£

2022
£

Rendering of services

3,274,198

3,481,278

The analysis of the group's Turnover for the year by market is as follows:

2023
£

2022
£

UK

3,274,198

3,481,278

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

3

Operating (loss)/profit

Arrived at after charging/(crediting)

2023
 £

2022
 £

Depreciation expense

228,000

230,689

Amortisation expense

-

(22,397)

Operating lease expense - plant and machinery

7,083

11,977

Loss on disposal of property, plant and equipment

-

2,822

4 Exceptional items

An analysis of the amount presented as exceptional items in these financial statements is given below and is in respect of:

2023
£

2022
£

Fair value loss on tangible fixed assets

1,264,506

456,913

Impairment of work in progress

128,143

-

Total exceptional items after operating profit

1,392,649

456,913

5

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2023
£

2022
£

Wages and salaries

1,528,439

1,399,708

Social security costs

130,340

84,714

Pension costs, defined contribution scheme

24,060

19,073

Other employee expense

-

7,198

1,682,839

1,510,693

The average number of persons employed by the group (including directors) during the year, analysed by category was as follows:

2023
 No.

2022
 No.

Hotel staff

91

81

Directors

1

2

92

83

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

6

Director's remuneration

The director's remuneration for the year was as follows:

2023
£

2022
£

Remuneration

116,093

125,285

7

Auditors' remuneration

2023
£

2022
£

Audit of these financial statements

2,000

520

Audit of the financial statements of subsidiaries of the company pursuant to legislation

17,500

7,663

19,500

8,183


 

The audit fee for the company is borne by a subsidiary undertaking and is £570 (2022 - £520).

8

Interest payable and similar expenses

2023
£

2022
£

Interest on bank overdrafts and borrowings

273,802

148,684

Interest on preference shares

20,150

15,003

Interest on obligations under finance leases and hire purchase contracts

1,104

3,237

Interest expense on other finance liabilities

23,350

65

318,406

166,989

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

9

Taxation

Tax charged/(credited) in the consolidated profit and loss account

2023
£

2022
£

Current taxation

UK corporation tax adjustment to prior periods

-

10,989

Deferred taxation

Arising from origination and reversal of timing differences

(409,493)

(148,412)

Tax receipt in the income statement

(409,493)

(137,423)

The tax on profit before tax for the year is lower than the standard rate of corporation tax in the UK (2022 - lower than the standard rate of corporation tax in the UK) of 23.5% (2022 - 19%).

The differences are reconciled below:

2023
£

2022
£

Loss before tax

(2,076,728)

(278,718)

Corporation tax at standard rate

(488,031)

(52,956)

Effect of expense not deductible in determining taxable profit (tax loss)

8,375

4,773

Other tax effects for reconciliation between accounting profit and tax expense (income)

70,163

(89,240)

Total tax credit

(409,493)

(137,423)

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Deferred tax

Group

Deferred tax assets and liabilities

2023

Liability
£

Capital allowances in excess of depreciation

182,619

Deferred tax on revalued assets

76,567

Tax losses carried forward

(140,196)

Rolled over gains

49,435

168,425

2022

Liability
£

Capital allowances in excess of depreciation

206,187

Pension costs deductible when paid

(1,052)

Deferred tax on revalued assets

416,067

Tax losses carried forward

(87,560)

Rolled over gains

49,435

583,077

10

Intangible assets

Group

Goodwill
 £

Total
£

Cost or valuation

At 1 January 2023

2,100,497

2,100,497

At 31 December 2023

2,100,497

2,100,497

Amortisation

At 1 January 2023

2,100,497

2,100,497

At 31 December 2023

2,100,497

2,100,497

Carrying amount

At 31 December 2023

-

-

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

11

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Total
£

Cost or valuation

At 1 January 2023

6,138,362

4,139,887

10,278,249

Impairment

(1,264,506)

-

(1,264,506)

Additions

-

92,506

92,506

At 31 December 2023

4,873,856

4,232,393

9,106,249

Depreciation

At 1 January 2023

-

3,278,249

3,278,249

Charge for the year

-

228,000

228,000

At 31 December 2023

-

3,506,249

3,506,249

Carrying amount

At 31 December 2023

4,873,856

726,144

5,600,000

At 31 December 2022

6,138,362

861,638

7,000,000

Impairment

Freehold land and buildings
The fair value of the group's Freehold land and buildings was revalued on 31 December 2023 so that the carrying amount agrees to its recoverable amount. The sale of the group has been completed after the year end and during the process it was agreed the property plant and equipment had a value of £5.6m.

This revaluation adjustment has given rise to a charge to the profit and loss account of £1,264,506 (2022 - £456,913)

Assets held under finance leases and hire purchase contracts

The net carrying amount of tangible assets includes the following amounts in respect of assets held under finance leases and hire purchase contracts:

2023
£

2022
£

Furniture, fittings and equipment

7,103

14,354

   

The depreciation charge on leased assets recognised in profit and loss in the year was £6,623 (2022 - £4,785).

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

12

Investments

Company

Subsidiaries

£

Cost or valuation

At 1 January 2023 and 31 December 2023

760,598

Provision

At 1 January 2023 and 31 December 2023

(220,713)

Carrying amount

At 31 December 2023

539,885

At 31 December 2022

539,885

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

Budock Vean Hotel Limited

Ordinary and deferred

100%

100%

         

Budock Vean Developments Limited

Ordinary

100%

100%

         

Budock Vean Holidays Limited

Ordinary

100%

100%

         

Budock Vean Holdings Limited owns 100% of the share capital of Budock Vean Hotel Limited. Budock Vean Hotel Limited in turn owns the share capital of Budock Vean Developments Limited and Budock Vean Holidays Limited.

The principal operation of Budock Vean Hotel Limited is that of a hotelier. Budock Vean Developments Limited operates as a property development company, with the principal operation of Budock Vean Holidays being lettings management.

The registered office of Budock Vean Hotel Limited and Budock Vean Developments Limited is Budock Vean Hotel, Mawnan Smith, Falmouth, TR11 5LG.

The registered office of Budock Vean Holidays Limited is Lowin House, Tregolls Road, Truro, TR1 2NA.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

13

Inventories

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Work in progress

-

128,143

-

-

Other inventories

55,338

55,338

-

-

55,338

183,481

-

-

Amounts classified as work in progress relate to the development of lodges on the hotel grounds.

Other inventories relate to stock items held for the delivery of services to customers, including food, bar and spa stocks.

Group

14

Debtors

   

Group

Company

Note

2023
£

2022
£

2023
£

2022
£

Trade debtors

 

11,240

325,003

-

-

Amounts owed by group undertakings

25

-

-

-

1,852,100

Other debtors

 

29,687

-

-

-

Prepayments

 

22,530

18,488

-

-

 

63,457

343,491

-

1,852,100

In 2023 there is a provision of £1,852,100 against the amounts owed by group undertakings company balance.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

15

Other financial assets

Group

Financial assets at cost less impairment
£

Total
£

Non-current financial assets

Cost or valuation

At 1 January 2023

2,000

2,000

At 31 December 2023

2,000

2,000

Impairment

Other adjustments

2,000

2,000

At 31 December 2023

2,000

2,000

Carrying amount

At 31 December 2023

-

-

16

Cash and cash equivalents

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Cash on hand

116

390

-

-

Cash at bank

39,991

408,069

-

-

40,107

408,459

-

-

Bank overdrafts

(241,874)

-

-

-

Cash and cash equivalents in statement of cash flows

(201,767)

408,459

-

-

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

17

Creditors

   

Group

Company

Note

2023
 £

2022
 £

2023
 £

2022
 £

Due within one year

 

Loans and borrowings

18

3,479,279

241,434

-

-

Trade creditors

 

208,343

174,253

-

-

Social security and other taxes

 

176,923

90,770

-

-

Outstanding defined contribution pension costs

 

-

4,209

-

-

Other creditors

 

68,754

24,050

25,695

5,545

Accrued expenses

 

218,266

132,908

-

-

Payments on account

 

437,387

760,953

-

-

 

4,588,952

1,428,577

25,695

5,545

18

Loans and borrowings

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Current loans and borrowings

Bank borrowings

3,233,001

240,000

-

-

Bank overdrafts

241,874

-

-

-

Finance lease liabilities

4,404

1,434

-

-

3,479,279

241,434

-

-

 

Group

Company

2023
£

2022
£

2023
£

2022
£

Non-current loans and borrowings

Bank borrowings

158,333

3,426,333

-

-

Redeemable preference shares

1,762,100

1,762,100

1,762,100

1,762,100

Finance lease liabilities

7,824

-

-

-

1,928,257

5,188,433

1,762,100

1,762,100

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

The conditions and security held in respect of the borrowings of the group can be summarised as follows:

Bank borrowings

In January 2019 the group concluded negotiations on a new bank loan facility with its bankers, HSBC. Debts have been consolidated and a single loan of £3.553 million was agreed and drawn. The facility is interest only for the first 24 months which in the short term will preserve cash in the business to enable further investment in the hotel. Interest is accruing at a rate of margin plus LIBOR, where margin is defined as:

• 3% to the third anniversary of the date of the loan agreement;
• 2.5% thereafter provided that appropriate loan to value conditions are met.

The loan is repayable in full at its termination date, which is five years from the date of drawdown.

In July 2020 the group entered into a Coronavirus Business Interruption Loan Agreement with its bankers, HSBC. The facility of £500,000 is subject to capital repayments of £8,333.53 after the first 12 months, with interest accruing at a rate of base plus 3.99%.

The following security is held in respect of the bank loan:

a) Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 29 January 2019;

b) First Legal Charge dated 22 October 1986 over Freehold Property known as Budock Vean Hotel, Budock Vean Lane, Mawnan Smith, Falmouth, Cornwall;

c) Fixed Charge over book and other debts, goodwill, uncalled capital and intellectual property and a Floating Charge over all other assets dated 11 September 1995;

d) Shares - Memorandum of Deposit dated 29 January 2019;

e) Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 18 November 2009;

f) Composite Company Unlimited Multilateral Guarantee dated 15 September 2014 given by Budock Vean Hotel Limited, Budock Vean Holdings Limited, Budock Vean Holidays Limited;

g) Composite Company Unlimited Multilateral Guarantee dated 25 May 2011 given by Budock Vean Hotel Limited, Budock Vean Holdings Limited.

As at 31 December 2023 the group was in breach of the covenants included with its bank term loan facility with a balance of £3,133,000. As a consequence of these breaches the loan was technically deemed to be immediately due for repayment and as such has been presented as due within one year in accordance with FRS102. Subsequent to the year end, and related to the sale of the Budock Vean Holdings Ltd group, the loan has been settled in full.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

The conditions and security held in respect of the borrowings of the group can be summarised as follows:

Bank borrowings

In January 2019 the group concluded negotiations on a new bank loan facility with its bankers, HSBC. Debts have been consolidated and a single loan of £3.553 million was agreed and drawn. The facility is interest only for the first 24 months which in the short term will preserve cash in the business to enable further investment in the hotel. Interest is accruing at a rate of margin plus LIBOR, where margin is defined as:

• 3% to the third anniversary of the date of the loan agreement;
• 2.5% thereafter provided that appropriate loan to value conditions are met.

The loan is repayable in full at its termination date, which is five years from the date of drawdown.

In July 2020 the group entered into a Coronavirus Business Interruption Loan Agreement with its bankers, HSBC. The facility of £500,000 is subject to capital repayments of £8,333.53 after the first 12 months, with interest accruing at a rate of base plus 3.99%.

The following security is held in respect of the bank loan:

a) Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 29 January 2019;

b) First Legal Charge dated 22 October 1986 over Freehold Property known as Budock Vean Hotel, Budock Vean Lane, Mawnan Smith, Falmouth, Cornwall;

c) Fixed Charge over book and other debts, goodwill, uncalled capital and intellectual property and a Floating Charge over all other assets dated 11 September 1995;

d) Shares - Memorandum of Deposit dated 29 January 2019;

e) Debenture including Fixed Charge over all present freehold and leasehold property; First Fixed Charge over book and other debts, chattels, goodwill and uncalled capital, both present and future; and First Floating Charge over all assets and undertaking both present and future dated 18 November 2009;

f) Composite Company Unlimited Multilateral Guarantee dated 15 September 2014 given by Budock Vean Hotel Limited, Budock Vean Holdings Limited, Budock Vean Holidays Limited;

g) Composite Company Unlimited Multilateral Guarantee dated 25 May 2011 given by Budock Vean Hotel Limited, Budock Vean Holdings Limited.

As at 31 December 2023 the group was in breach of the covenants included with its bank term loan facility with a balance of £3,133,000. As a consequence of these breaches the loan was technically deemed to be immediately due for repayment and as such has been presented as due within one year in accordance with FRS102. Subsequent to the year end, and related to the sale of the Budock Vean Holdings Ltd group, the loan has been settled in full.


Finance lease liabilities
Details pertaining to the finance lease liabilities of the company are disclosed in note 18.

The outstanding balance is secured against the asset to which they relate.

19

Obligations under leases and hire purchase contracts

Group

Finance leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

Not later than one year

4,404

1,434

Later than one year and not later than five years

7,824

-

12,228

1,434

Operating leases

The total of future minimum lease payments is as follows:

2023
£

2022
£

-

-

The amount of non-cancellable operating lease payments recognised as an expense during the year was £Nil (2022 - £4,209).

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

20

Reconciliation of net debt

At 1 January 2023

Cash flow

Other non cash changes

At 31 December 2023

£

£

£

£

Cash at bank and on hand

408,459

(368,352)

-

40,107

Bank overdrafts

-

(241,874)

-

(241,874)

Cash and cash equivalents

408,459

(610,226)

-

(201,767)

Bank loan less than one year

(240,000)

(2,993,001)

(3,233,001)

Bank loans more than one year

(3,426,333)

274,999

2,993,001

(158,333)

Preference shares classified as debt

(1,762,100)

-

-

(1,762,100)

Finance leases

(1,880)

(10,348)

(12,228)

Net debt

(5,021,854)

(345,575)

-

(5,367,429)

21

Deferred tax and other provisions

Group

Deferred tax
£

Total
£

At 1 January 2023

583,077

583,077

Increase (decrease) in existing provisions

(409,493)

(409,493)

At 31 December 2023

173,584

173,584

The composition of the deferred tax balance above is outlined in note 8 to the financial statements.

22

Pension schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the year represents contributions payable by the group to the scheme and amounted to £24,060 (2022 - £19,073).

Contributions totalling £Nil (2022 - £4,209) were payable to the scheme at the end of the year and are included in creditors.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

23

Reserves

Group

The group has certain equity balances which are disclosed in reserves. The derivation of these amounts can be summarised as follows:
 

Share premium

The share premium account relates to any premium arising on the issue of share capital.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

Share capital

Called up share capital represents the nominal value of shares that have been issued.

24

Share capital

Allotted, called up and fully paid shares

 

2023

2022

 

No.

£

No.

£

Ordinary Shares of £1 each

59,150

59,150

59,150

59,150

Deferred Shares of £1 each

5,000

5,000

5,000

5,000

 

64,150

64,150

64,150

64,150

In addition to the equity share capital disclosed above the group has 1,762,100 (2022 - 1,762,100) preference shares at par value. These preference shares are disclosed as liabilities in the financial statements in accordance with their substance applying the principles of FRS102.

Redeemable preference shares

The Redeemable preference shares are redeemable at the option of the company or holder. They are redeemable at £1 per share and carry no voting rights.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

Rights, preferences and restrictions

The Ordinary Shares have the following rights, preferences and restrictions:

The Ordinary Shares entitle the holder, or holders thereof:

a) To receive all dividends and to participate in all profits or surplus assets of the Company, save in the event of a winding up of the Company where the Ordinary Shares shall rank pari passu with the deferred shares in their rights to receive any repayment of share capital.

b) To receive notice of, attend and vote in all general meetings of the Company.

The Deferred Shares have the following rights, preferences and restrictions:

The Deferred Shares do not entitle the holder, or holders thereof:

a) To receive any dividends and to participate in all profits or surplus assets of the Company, save in the event of a winding up of the Company where the Deferred Shares shall rank pari passu with the ordinary shares in their rights to receive any repayment of share capital.

b) To receive notice of nor attend and vote in all general meetings of the company nor to be counted for the purposes of forming a quorum.

The Preference Shares have the following rights, preferences and restrictions:

The Preference Shares do not entitle the holder or holders thereof to receive notice nor attend and vote in any general meeting of the Company nor to be counted for the purposes of forming a quorum.

The holders of the redeemable Preference Shares are entitled to a fixed preferential net cash dividend of 0.01% per annum on each preference share held.

The holders of the 'JB' redeemable Preference Shares are entitled to a fixed preferential net cash dividend of 5% per annum on each preference share held.

The Preference Shares shall be redeemed as follows:

- The company may, at any time not less than 25 Business Days' notice in writing to the holders redeem such Preference Shares that are specified in the notice.
- The Company shall (unless directed to the contrary by the holders) redeem all Preference Shares then in issue immediately prior to a sale, and
- The Company shall redeem all of the Preference Shares then in issue on 1 January 2035.

The redeemable preference shares are classified as liabilities in accordance with UK GAAP.

 

Budock Vean Holdings Limited

Notes to the Financial Statements

Year Ended 31 December 2023

25

Related party transactions

Group

Transactions with the director

There are no key management personnel outside of the Directors. Details of Directors remuneration is provided within note 5 to the financial statements.
 

E H Barlow
During the year E H Barlow has had a loan due from the company. This loan is unsecured, interest free and repayable upon demand.

At the balance sheet date E H Barlow was due £5,988 (2022 - £5,988) from Budock Vean Hotel Limited.

Summary of transactions with subsidiaries

The group companies are all wholly owned by Budock Vean Holdings Limited. On this basis the group has taken advantage of the exemption in FRS102 not to disclose transactions between the group companies.

26

Non adjusting events after the financial period

On 3 December 2024, Net Hotel 4 Limited acquired 100% of the shareholding in the company.

As at 31 December 2023 the group was in breach of the covenants included within its bank term loan facility with a balance of £3,133,000. Subsequent to the year end, and related to the sale of the Budock Vean Holdings Ltd group, the loan has been settled in full.

27

Parent and ultimate parent undertaking

Subsequent to the year end, as described in note 26, there was a change of control with Net 4 Hotel Limited acquiring Budock Vean Holdings Limited. Net Hotel 4 Limited is the immediate parent company and the ultimate parent company has become Nettleton Holdings Limited, incorporated in England and Wales. The director, James Nettleton is the ultimate controlling party of Nettleton Holdings Limited.