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Registered number: 08080101
WHITTLEBURY PARK ENTERPRISES LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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WHITTLEBURY PARK ENTERPRISES LIMITED
COMPANY INFORMATION
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Chartered Accountants & Statutory Auditor
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WHITTLEBURY PARK ENTERPRISES LIMITED
CONTENTS
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Independent Auditor's Report
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Consolidated Statement of Comprehensive Income
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Consolidated Statement of Financial Position
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Company Statement of Financial Position
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Consolidated Statement of Changes in Equity
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Company Statement of Changes in Equity
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Consolidated Statement of Cash Flows
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Notes to the financial statements
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WHITTLEBURY PARK ENTERPRISES LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their Group Strategic Report for Whittlebury Park Enterprises Limited and of its subsidiaries (collectively "the Group") for the year ended 31 December 2023.
Whittlebury Hall & Spa Limited operates a hotel, conference centre, spa, golf course and wedding venue. More information can be obtained through the Group website at www.whittlebury.com.
Revenue Performance
2023 took time to gain traction due to it being the first time that Hotels & Conference centres were open in the first quarter of calendar year without any restrictions since the same time in 2019 (Face covering restrictions removed 27 January 2022).
Businesses had to start to build back their Q1 business from near to zero base level as many of the historic customers that used the facilities in Q1 had found alternative, such as remote conferences (having not being able to run their events for a few years). This meant that revenue growth in Q1 was slow, but this is always a challenging period.
Things improved however, and July was a record month for the company at both Revenue and EBITDA level. The year finished with 6% revenue growth at £18.6m showing the company is continuing to build back its business post pandemic. The Directors are confident that the recovery to pre-pandemic levels would continue into 2024 and beyond.
Business review and future developments
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When the filing deadline for these financial statements was approaching, the Group was in detailed discussions with a number of parties regarding the renewal of banking facilities, which expired in May 2024. These discussions are still ongoing, and the directors are confident that there will be positive news very shortly, but it has become necessary to file this document before confirming a binding long term facility.
The Group (being Whittlebury Park Enterprises Limited and its subsidiary Whittlebury Hall & Spa Limited) had construction of its leisure apartments halted by the Covid Lockdown and on reopening needed to focus on the recovery of the core business. The show apartment was completed, enabling people to register their interest, but the Group was not able to start to market the apartments as planned so focused on rebuilding the core business.
The energy crisis due to the war in the Ukraine and subsequent significant rise in energy prices severely impacted the companies EBITDA. The Company’s energy contracts were up for renewal in October 2022 at the height of the crisis. As a result of this electricity prices rose from 14 pence per unit (PPU) to 92 PPU (an increase of 557%), and gas rose from 1.7 PPU to 17.8 PPU (an increase of 947%). These two services cost the Group an additional £450k for the year. During 2023 we engaged renewable energy specialists and successfully obtained planning permission for a solar installation that can make it 96% independent from that national grid, ensuring that something like this cannot impact the business again.
The stakeholders continue to fully support recovering EBITDA and have invested in and repositioned our golf facilities which included a fully refurbished driving range with additional food and beverages revenue sources. Green fee revenue grew 20% and driving range revenue grew 257% as a result; in addition to this, the use of robotics has reduced the need for labour on the driving range and it can now be operated without being closed.
The company continued to win awards and amongst other things won Best Day Spa (Northants) Muddy Stilettos, and maintained its 3AA Rosette restaurant (placing it in the top 5% in the country) and 4-star hotel accolade from AA.
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WHITTLEBURY PARK ENTERPRISES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Principal risks and uncertainties
Management continually monitor the key risks facing the Group together with assessing the controls used for managing these risks on a daily basis. The Board of Directors formally reviews and documents principal risks facing the business at least quarterly.
The principal risks and uncertainties facing the Group are as follows:
Financing risk
The formal bank facility expired in May 2024. Since then the Group has been operating without a long term facility, but is in regular contact with its bankers who remain supportive whilst they continue to find longer term backing. The Directors are confident this this can be concluded.
Energy risk
The war in the Ukraine has seen energy prices increase by over 550%. The business had unfortunate timing with the renewal of its Utilities contracts and these were up for renewal in October 2022 when the price was at its highest. In order to benefit from the government price cap (which reduced the increase to a year on year increase of 270%), the government stipulated that businesses must be in a contract with their supplier. The Directors envisaged prices to come down so only renewed their contracts for 6 months, which proved to be the right thing to do. Despite this, over the first 2 quarters of 2023 the business was severely impacted at EBITDA level paying +£542k more than the prior year for its energy in the first 4 months vs the prior year. Contracts were renewed in May 2023 and a much more sensible rate, and the business has secured its energy costs for the next 12 months. The Directors see energy price security as a key part of recovery and are expediting their desire to put renewables in place, and have commissioned a specialist to prepare a detailed report on how best to achieve its objectives and has obtained planning consents to install renewable energy sources for the future.
Price risk
Price of hotel rooms etc is influenced by market activity, which is benchmarked to ensure the Group remains competitive, but there will always be increased pressure on margins due to cost increases beyond our control. Forecasting and gap analysis to budget is reviewed by management on a weekly basis. The sales and marketing management team optimise revenue per available room considering competitor promotional activity and business demand from all sectors impacts yield management.
Credit risk
Credit risk is managed by the finance team to minimise risk. When credit is not agreed, pre-payment plans are used as the alternative and contracted within the booking terms. The finance team works closely with the board on this and any aged debt.
Liquidity risk
Cash flows are reported weekly to ensure funds are available to run the business effectively and adjusted through business forecasts.
Staffing
There is a continuing labour shortage across many sectors in the UK.
The combined effects of government imposed restrictions on hospitality and Brexit during the middle of a global lockdown have led to significant shortages in our sector.
Despite this the business three pronged approach (Retention, Reputation and Recruitment), has been working and it has managed to reduce vacancies significantly, and has converted space in the Pavilion to provide accommodation for an additional 12 members of staff to be able to live on site, which helps improve operational efficiency.
Whittlebury is fortunate that it is a family business that takes pride in looking after its staff that results in the business having an exceptional employee retention rate.
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WHITTLEBURY PARK ENTERPRISES LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Staffing (continued)
This means that there is a significant pool of multi-talented, multi-skilled people that are passionate about the business and experienced enough to train new people coming into the industry. All team members want to see the business restored to its former occupancy levels as quickly as possible, and are motivated to train new talent.
Whittlebury has a good reputation in schools, colleges and locally for being an enjoyable place to work, investing in developing its employees, giving back to the community, and supporting its colleagues. We continue to work directly with all schools and colleges, ensuring that there are no barriers to working for us.
We operate an employee referral scheme, along with other desirable employee incentives. Jobs are being advertised widely across all mediums.
The business has also launched numerous apprenticeship schemes in Hospitality, Horticulture, Maintenance and Kitchen.
Financial key performance indicators
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Revenue is measured as year on year as a percentage. In 2023 there was an increase of 6% compared to 2022, which showed a comparative increase of 83% over 2021, that gives confidence that a good foundation has been laid on which to continue growth into 2024 and beyond.
Gross margin is measured as a percentage of turnover. In 2023 gross margin, excluding direct staff costs, was in line with 2022 at 88.5%.
EBITDA (Earnings before interest, tax, depreciation, and amortisation) is measured as a percentage ratio of last year and budget versus actual results, this is reviewed monthly. As a direct result of the energy crisis EBITDA for 2023 was £2,143k compared to £2,504k in 2022. If the business had not experienced the challenges outside its control, it would have continued to grow its EBITDA recovery.
Occupancy grew slightly YoY in 2023, +2% at 46.8%, with TrevPAR seeing a growth of +6% at £199.70.
Results for the year
Revenue for the year was £18,637k (2022 - £17,572k)
EBITDA for the year was £2,143k (2022 - £2,504k)
Engagement with employees
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Employee involvement remains a key element in the Group's strategy. We regularly engage with employees via meetings, written communications, and electronic media to keep them up to date with business performance.
This report was approved by the board and signed on its behalf.
Charles Jeffrey Sargeant
Director
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
The Directors present their report and the financial statements for the year ended 31 December 2023.
The Directors who served during the year were:
Directors' responsibilities statement
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The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the Consolidated financial statements in accordance with applicable law and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under Company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.
In preparing these financial statements, the Directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgements and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The Group loss for the year, after taxation, amounted to £1,326,000 (2022 – a loss of £412,000).
There were no dividends paid during the current and prior year and the Directors do not propose any dividends at the year end.
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
In line with section 172 of the Companies Act 2006, the Group has considered all stakeholders in reviewing strategy and policy as follows:
∙The construction of the apartments is seen as underpinning the sustainability of the business for the long term and the Company remains focused on being able to complete these and get them operational as soon as possible. This project provides additional security of tenure for employees and suppliers.
∙Allied to the construction is a review of the services, including water, electricity and gas for the site.
∙Although there are few long term customer contracts, the business prides itself on its relationship with both larger, corporate customers and the public at large. A significant proportion of transactions are repeat business.
∙Supplier payment terms are set as the end of the month following invoice date and, with the exception of specific outstanding queries, this policy is implemented in full.
∙The Group has a significant headcount from within the local area and is one of the largest privately owned employers in the region.
∙The operation is an AA 4-star rated property and the rating is important for the business as a whole. In order to maintain the quality of operation, exacting standards are implemented and reviewed on a regular basis.
∙The stakeholders are always striving to improve business ratings and in 2020 achieved 3AA Rosettes for its fine dining restaurant and a 4 bubble Spa. The Company also won the following awards:
• MIAList Rising Star
• Best Day Spa (Northants) Muddy Stilettos
• Best hotel/Inn 30+ rooms (Northants) Muddy Stilettos
• 3AA Rosette and 4 star hotel accolade from AA
The Board take their responsibilities to all stakeholders extremely seriously.
As part of the financial reporting process, the management of Whittlebury Park Enterprises Limited and Group is required to assess the ability of the business to continue operating as a going concern for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements.
2024 Financial and operational performance
The Hospitality sector has continued to face multiple challenges during 2024, but Whittlebury Park Enterprises Limited Group has demonstrated its ability to achieve strong revenue and conversion growth versus 2023 despite ongoing challenges such as seasonal variations, growth in bedroom stock and continued increase in costs.
The Group’s strong revenue performance in 2024 was correctly forecasted by the management team and is reflected in its Key Performance Indicators, such as +12% growth in overall revenue at £20.9m (exactly on budget), where key market segments such as bedrooms and room hire grew +17% and +20% respectively. The additional revenue achieved over 2023 was £2.3m and converted to £1.1m of EBITDA 47.8% conversion.
2024 had 4 record months:
∙July was the highest revenue and EBITDA ever achieved for a single month.
∙October was the highest revenue for an October ever achieved.
∙November was the highest revenue £2.1m and EBITDA £501k for a November ever achieved.
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
During 2024 overall visitors to Whittlebury Park has continued to grow, and this can be seen from bedroom occupancy, which grew +30% to 60.7%. The occupancy growth outperformed the primary competitor set, i.e. Whittlebury Park grew 13.7% versus comp set of just 2.0%, and Revenue per available room night (RevPAR) performance was equally positive with Whittlebury Park growing 19.2% versus the primary comp set of 6.0%.
Overall sleeper nights grew +24% at 84,868, with the primary leisure segment of Spa also seeing strong year on year growth of +10% at 18,931 nights, with day spa guests again growing by +7% @ 12,281.
Conference delegate volume grew +32% at 28,566, and overall conference delegate bedrooms were +4931 greater than 2023.
Our strong and enduring partnerships with our established corporate customers, regional and national travel agencies/online travel agencies and local businesses have enabled the business to continue expanding our reach and generated solid levels of business-on-the-books. We cherish and embrace these alliances and will continue to foster collaborative relationships for the betterment of the industry and our business.
Due to the structure of package rates for the two key market segments, Total Revenue per available Room Night (TrevPAR) once again had a strong year on year growth of +12% at £224.54, and again outperforming the comp set whose growth was relatively soft at 6.3%; the index score of 118.9% reinforces the strong market outperformance.
Overall EBITDA growth for 2024 was very positive for Whittlebury Park, +51% +£1.1m versus 2023.
2025 Forecast performance
Forecasts have been based on:
∙The Outlook shows that the UK economy is gradually picking up momentum, benefiting from the natural swings of the economic cycle, boosted by a strong first quarter this year and expected second quarter performance. PwC’s analysis raises the annual GDP growth outlook to about 1% for this year, up from the November 2023 projection of 0.5%, and for this to pick up even further in the medium term to around 1.8% by 2026.
∙Moderate revenue growth of 10% based on demand from 2024.
∙Stronger business is on the books for the year vs same period last year.
∙Average rate growth of between 6-12% across the various market segments, but target YoY growth to 9%.
∙Grow Total Revenue per available room (Revpar) by +10% through totality selling, increasing C&E demand pricing by market appropriate levels.
∙Grow Spa volume overall (Days and Stays combined) with +5-7% increases in rates.
∙Golf remains a solid growth market segment through the detailed management of demand based tee time pricing.
∙Good news story to go to market regarding 2024 investment and imminent 2025 investment.
Post Year end is Largest Q1 enquiry volume since 2019
∙Strong pricing in the sector reflecting demand.
∙Increased payroll from UK budget changes.
Based on this, the Board of Directors are confident to project turnover of £23.1 million, albeit at slightly lower margins due to inflation and ongoing supply chain issues, with an EBITDA of £3.74m, which will enable the business to continue to meet all its commitments for the next 12 months.
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Funding
The Group’s and Company’s borrowing facilities were due for refinancing in May 2024 when Bank of England base rates were at their highest level for decades. The Group has had detailed talks with potential new funders but the financial market has been depressed so its current funder is being supportive of the additional time that has been needed to implement the right solution for the Group. At the time of approving these financial statements, positive steps have been achieved towards arranging new funders.
The Group has shown strong (51%) EBITDA growth in 2024, and is confident the financial market recovered sufficiently in 2024 to be able to secure a 5-year refinance in 2025 with a significant capex provision, which will enable the Group to continue with its development proposals. These include completing the apartments and refurbishing the bedrooms on a rolling program, to continue the growth of Corporate and Leisure guests.
As refinancing has not been finalised at the date of approval of these financial statements, from a financial reporting perspective there is as a material uncertainty relating to going concern. However, the Directors consider it extremely likely that the Group will secure a new funder and that the full repayment of the loan will not be demanded before this is achieved. The current funders are understanding of the need to get the right deal to take the business forwards and discussions with new funders are in final stages.
Summary
The Directors have reviewed all the evidence and consider there is every reason to be confident that the Group and Company will continue its recovery from the Pandemic. 2024’s revenue and EBITDA surpassed 2019 levels. Having considered all the circumstances, the Directors are confident the Group will continue to grow its EBITDA in line with its forecasts, which have proved to be achievable over the past two years and refinance successfully as planned and continue to prepare the financial statements on a going concern basis.
Matters covered in the Strategic Report
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As permitted by paragraph 1A of schedule 7 to the Large and Medium-sized Companies and Groups (Accounts and reports) Regulations 2008 certain matters which are required to be disclosed in the Directors' Report have been omitted as they are included in the Strategic Report.
These matters relate to Principal activities and business review, Financial position at the reporting date, Future developments, Principal risks and uncertainties, Financial key performance indicators and Engagement with employees.
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Greenhouse gas emissions, energy consumption and energy efficiency action
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Methodology statement
Our methodology used to report states the annual quantity of emissions in kg’s of carbon dioxide equivalent (CO2e) resulting from the total UK energy use from electricity, gas and transport using the annually released Government Conversion Factors for company reporting to measure energy consumption in common units under Scope 1, 2 and 3.
Intensity measurement
The chosen intensity measurement ratio is total gross emissions in kg CO2e per staff member. Employee numbers are a consistent value applicable to Whittlebury Hall & Spa Ltd.
Source of emissions
The source of emissions in this report covers our UK energy use and the associated GHG emissions, which relate to: Activities for which we are responsible involving the combustion of gas, consumption of fuel for the purposes of transport and the purchase of electricity by the company for its own use, including for the purposes of transport. The report discloses figures, in kWh, of the annual quantity of energy consumed by Whittlebury Hall & Spa Ltd.
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Greenhouse gas emissions, energy consumption and energy efficiency action (contined)
Our Intensity Ratio Performance
Scope 1 – This is our second year of reporting, but first complete year operating without government restrictions, meaning that the YoY comparison is not like for like. Our intensity ratio per staff member is 5.6 Tonnes of CO2e. Average CO2e per person in the UK is currently 12.7 Tonnes, it is difficult to research CO2e of comparable businesses.
A policy change which now includes Electric Vehicles should provide a reduction in emissions going forward.
Our Carbon Emissions - Aggregated Footprint for Period
Our aggregated footprint for this period is 1,393,462 kg co2e.
Our Energy Saving Initiatives
In this reporting period we have put actions in place to significantly reduce our C02e over the next 5 years. The rate at which we can reduce our CO2e will heavily depend on the pace at which the local authority grant permissions to enable us to install renewable energy sources, and the pace at which the national grid is upgraded to allow us to connect. Our solar renewable energy project is split into 2 phases and Planning consent and DNO connection approval have been obtained in 2023 for both:
Phase 1 – Installation of panels on roof space
This will reduce our CO2e by 60 tonnes per annum.
Phase 2 – Installation of panels on hotel car park
This will reduce our CO2e by 250 tonnes per annum.
The Company is in discussions with suppliers that can install the equipment required using off balance sheet funding in conjunction with a 7 year PPA (Power Purchase Agreement) that should cost the company no more than its current payments to its utility suppliers that will significantly reduce its carbon footprint and provide the business with free renewable energy in the future other than the ongoing cost of maintenance.
Our Continuous Improvement Plan
Our commitment which is detailed in our energy policy is to; reduce our footprint by 30% in 3 years against a 2021 base year. (SECR Compliance Year 1), annually review consumption, carbon footprint. Switch to renewable energy and use green initiatives where financially viable. With a goal of becoming carbon neutral by 2035. We are incorporating energy efficient technologies into our standard procurement policy and promote energy efficiency within our supply chain.
Our Energy & Environmental Mission Statement
Our mission is to become a Net Zero Organisation by 2035 through a program of energy efficiency, procurement of green energy from certified renewable sources and offsetting the balance of our emissions through recognised international carbon off-setting initiatives.
It is worth noting that the work that we do maintaining hundreds of acres of natural parkland is not currently being used to calculate any off set to emissions.
The Directors are working hard to achieve renewable energy self-sufficiency within 2-3 years and carbon neutrality before then end of the decade, ahead of Government targets.
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WHITTLEBURY PARK ENTERPRISES LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Disclosure of information to auditor
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Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
∙so far as the Directors are aware, there is no relevant audit information of which the Company and the Group's auditor is unaware, and
∙the Directors have taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditor is aware of that information.
The auditor, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
Charles Jeffrey Sargeant
Director
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WHITTLEBURY PARK ENTERPRISES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITTLEBURY PARK ENTERPRISES LIMITED
Opinion
We have audited the financial statements of Whittlebury Park Enterprises Limited ("the Parent Company") and its subsidiaries (the "Group") for the year ended 31 December 2023 which comprise the Consolidated Statement of Comprehensive Income, Consolidated and Company Statement of Financial Position, Consolidated and Company 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 FRS 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 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’s responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
Material uncertainty relating to going concern
The Directors’ report on pages 5,6 and 7 and note 2.3 of the financial statements, discloses that the Group’s and Company’s borrowing facilities were due for refinancing in May 2024 which has not yet been secured as of the date of approval of these financial statements.
If refinancing is not secured, then the full repayment of the loan could be demanded by the issuer. A material uncertainty therefore exists that may cast doubt on the Group’s and Parent Company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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WHITTLEBURY PARK ENTERPRISES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITTLEBURY PARK ENTERPRISES LIMITED
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 Directors are 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 the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In light of the knowledge and understanding of the Group and Parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:
∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
∙the 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.
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WHITTLEBURY PARK ENTERPRISES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITTLEBURY PARK ENTERPRISES LIMITED
Responsibilities of Directors
As explained more fully in the Directors' Responsibilities Statement set out on page 4, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors intend either 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.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
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.
Based on our understanding of the Group and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation, anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the Group or Parent Company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the Group and Parent Company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, the Companies Act 2006.
In addition, we evaluated the Directors' and management’s incentives and opportunities for fraudulent manipulation of the financial statements, including the risk of override of controls, and determined that the principal risks were related to posting manual journal entries to manipulate financial performance, management bias through judgements and assumptions in significant accounting estimates, in particular in relation to, revenue recognition (which we pinpointed to the occurrence assertion), and significant one-off or unusual transactions.
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WHITTLEBURY PARK ENTERPRISES LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF WHITTLEBURY PARK ENTERPRISES LIMITED
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing; and
∙Assessing management’s revenue recognition policy; and
∙Agreeing a sample of revenue transactions pre and post year end to ensure they have been recognised in
the appropriate period.
Auditor's responsibilities for the audit of the financial statements (continued)
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Gareth Jones (Senior statutory auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
The Pinnacle
160 Midsummer Boulevard
Milton Keynes
MK9 1FF
13 May 2025
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WHITTLEBURY PARK ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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Loss for the financial year
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Other comprehensive income for the year
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Unrealised surplus on revaluation of tangible fixed assets
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Deferred tax on revaluation of tangible fixed assets
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Other comprehensive income for the year
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Total comprehensive income/(loss) for the year
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(Loss) for the year attributable to:
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Owners of the parent Company
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Total comprehensive income/(loss) for the year attributable to:
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Owners of the parent Company
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The notes on pages 22 to 45 form part of these financial statements.
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WHITTLEBURY PARK ENTERPRISES LIMITED
REGISTERED NUMBER: 08080101
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Debtors: amounts falling due within one year
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 45 form part of these financial statements.
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WHITTLEBURY PARK ENTERPRISES LIMITED
REGISTERED NUMBER: 08080101
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023
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Cash and cash equivalents
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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Creditors: amounts falling due after more than one year
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Provisions for liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 45 form part of these financial statements.
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WHITTLEBURY PARK ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive loss for the year
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Total comprehensive loss for the year
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Comprehensive income for the year
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Surplus on revaluation of freehold property
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Deferred tax on revaluation of tangible fixed assets
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Total comprehensive income for the year
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The notes on pages 22 to 45 form part of these financial statements.
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WHITTLEBURY PARK ENTERPRISES LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
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Comprehensive loss for the year
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Comprehensive income for the year
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Surplus on revaluation of freehold property
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Deferred tax on revaluation of tangible fixed assets
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Total comprehensive income for the year
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The notes on pages 22 to 45 form part of these financial statements.
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WHITTLEBURY PARK ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
Cash flows from operating activities
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Loss for the financial year
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Amortisation of intangible assets
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Depreciation of tangible assets
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Decrease/(increase) in stocks
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Decrease/(increase) in debtors
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Net cash generated from operating activities
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Cash flows from investing activities
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Purchase of intangible assets
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Purchase of tangible assets
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Net cash used in investing activities
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Cash flows from financing activities
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Repayment of finance leases
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Net cash used in financing activities
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WHITTLEBURY PARK ENTERPRISES LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
Net (decrease) in cash and cash equivalents
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Cash and cash equivalents at beginning of year
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Cash and cash equivalents at the end of year
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Cash and cash equivalents at the end of year comprise:
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The notes on pages 22 to 45 form part of these financial statements.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Whittlebury Park Enterprises Limited ("the Company") is a private company limited by shares, registered and incorporated in England and Wales. The address of its registered office and principal place of business is The Atrium, Whittlebury Park, Whittlebury, Towcester, Northamptonshire, NN12 8WP. The Company's registered number is 08080101.
The principal activity of the Company is that of a holding company. The principal activity of the Group is the provision of hotel and spa, leisure, conference, wedding and golf facilities.
The functional currency of the Group is Pounds Sterling (£), this being the currency of the primary economic environment in which the Group operates.
Monetary amounts included in these financial statements are roundest to the nearest £'000.
2.Accounting policies
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Basis of preparation of financial statements
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The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.
The following principal accounting policies have been applied consistently in both the current and prior year, unless otherwise stated:
The Consolidated financial statements present the results of the Company and its own subsidiaries (collectively "the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The Consolidated financial statements incorporate the results of business combinations using the acquisition method. In the Consolidated Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
As part of the financial reporting process, the management of Whittlebury Park Enterprises Limited and Group is required to assess the ability of the business to continue operating as a going concern for the foreseeable future, defined as a period of at least 12 months from the date of approval of these financial statements.
2024 Financial and operational performance
The Hospitality sector has continued to face multiple challenges during 2024, but Whittlebury Park Enterprises Limited Group has demonstrated its ability to achieve strong revenue and conversion growth versus 2023 despite ongoing challenges such as seasonal variations, growth in bedroom stock and continued increase in costs.
The Group’s strong revenue performance in 2024 was correctly forecasted by the management team and is reflected in its Key Performance Indicators, such as +12% growth in overall revenue at £20.9m (exactly on budget), where key market segments such as bedrooms and room hire grew +17% and +20% respectively. The additional revenue achieved over 2023 was £2.3m and converted to £1.1m of EBITDA 47.8% conversion.
2024 had 4 record months:
∙July was the highest revenue and EBITDA ever achieved for a single month.
∙October was the highest revenue for an October ever achieved.
∙November was the highest revenue £2.1m and EBITDA £501k for a November ever achieved.
During 2024 overall visitors to Whittlebury Park has continued to grow, and this can be seen from bedroom occupancy, which grew +30% to 60.7%. The occupancy growth outperformed the primary competitor set, i.e. Whittlebury Park grew 13.7% versus comp set of just 2.0%, and Revenue per available room night (RevPAR) performance was equally positive with Whittlebury Park growing 19.2% versus the primary comp set of 6.0%.
Overall sleeper nights grew +24% at 84,868, with the primary leisure segment of Spa also seeing strong year on year growth of +10% at 18,931 nights, with day spa guests again growing by +7% @ 12,281.
Conference delegate volume grew +32% at 28,566, and overall conference delegate bedrooms were +4931 greater than 2023.
Our strong and enduring partnerships with our established corporate customers, regional and national travel agencies/online travel agencies and local businesses have enabled the business to continue expanding our reach and generated solid levels of business-on-the-books. We cherish and embrace these alliances and will continue to foster collaborative relationships for the betterment of the industry and our business.
Due to the structure of package rates for the two key market segments, Total Revenue per available Room Night (TrevPAR) once again had a strong year on year growth of +12% at £224.54, and again outperforming the comp set whose growth was relatively soft at 6.3%; the index score of 118.9% reinforces the strong market outperformance.
Overall EBITDA growth for 2024 was very positive for Whittlebury Park, +51% +£1.1m versus 2023.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Going concern (continued)
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2025 Forecast performance
Forecasts have been based on:
∙The Outlook shows that the UK economy is gradually picking up momentum, benefiting from the natural swings of the economic cycle, boosted by a strong first quarter this year and expected second quarter performance. PwC’s analysis raises the annual GDP growth outlook to about 1% for this year, up from the November 2023 projection of 0.5%, and for this to pick up even further in the medium term to around 1.8% by 2026.
∙Moderate revenue growth of 10% based on demand from 2024.
∙Stronger business is on the books for the year vs same period last year.
∙Average rate growth of between 6-12% across the various market segments, but target YoY growth to 9%.
∙Grow Total Revenue per available room (Revpar) by +10% through totality selling, increasing C&E demand pricing by market appropriate levels.
∙Grow Spa volume overall (Days and Stays combined) with +5-7% increases in rates.
∙Golf remains a solid growth market segment through the detailed management of demand based tee time pricing.
∙Good new story to go to market regarding 2024 investment and imminent 2025 investment.
Post Year end is Largest Q1 enquiry volume since 2019
∙Strong pricing in the sector reflecting demand.
∙Increased payroll from UK budget changes.
Based on this, the Board of Directors are confident to project turnover of £23.1 million, albeit at slightly lower margins due to inflation and ongoing supply chain issues, with an EBITDA of £3.74m, which will enable the business to continue to meet all its commitments for the next 12 months.
Funding
The Group’s and Company’s borrowing facilities were due for refinancing in May 2024 when Bank of England base rates were at their highest level for decades. The Group has had detailed talks with potential new funders but the financial market has been depressed so its current funder is being supportive of the additional time that has been needed to implement the right solution for the Group. At the time of approving these financial statements, positive steps have been achieved towards arranging new funders.
The Group has shown strong (51%) EBITDA growth in 2024, and is confident the financial market recovered sufficiently in 2024 to be able to secure a 5-year refinance in 2025 with a significant capex provision, which will enable the Group to continue with its development proposals. These include completing the apartments and refurbishing the bedrooms on a rolling program, to continue the growth of Corporate and Leisure guests.
As refinancing has not been finalised at the date of approval of these financial statements, from a financial reporting perspective there is as a material uncertainty relating to going concern. However, the Directors consider it extremely likely that the Group will secure a new funder in the next few months and that the full repayment of the loan will not be demanded before this is achieved. The current funders are understanding of the need to get the right deal to take the business forwards and discussions with new funders are in final stages.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Going concern (continued)
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Summary
The Directors have reviewed all the evidence and consider there is every reason to be confident that the Group and Company will continue its recovery from the Pandemic. 2024’s revenue and EBITDA surpassed 2019 levels. Having considered all the circumstances, the Directors are confident the Group will continue to grow its EBITDA in line with its forecasts, which have proved to be achievable over the past two years and refinance successfully as planned and continue to prepare the financial statements on a going concern basis.
Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Group and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:
Sale of goods
Turnover from the sale of goods is recognised when all of the following conditions are satisfied:
∙the Group has transferred the significant risks and rewards of ownership to the buyer;
∙the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the transaction; and
∙the costs incurred or to be incurred in respect of the transaction can be measured reliably.
Rendering of services
Turnover from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied:
∙the amount of turnover can be measured reliably;
∙it is probable that the Group will receive the consideration due under the contract;
∙the stage of completion of the contract at the end of the reporting period can be measured reliably; and
∙the costs incurred and the costs to complete the contract can be measured reliably.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Negative goodwill
Negative goodwill arises if the fair value of purchase consideration of a business combination is less than the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, negative goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Negative goodwill is amortised on a straight line basis to the Consolidated Statement of Comprehensive Income over its useful economic life.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
The amortisation expense is charged to administrative expenses in the Consolidated Statement of Comprehensive Income.
Tangible assets (other than land and buildings (see 2.7)) under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.
At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Tangible assets (continued)
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The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in the Consolidated Statement of Comprehensive Income.
The depreciation expense is charged to administrative expenses in the Statement of Comprehensive Income.
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Revaluation of land and buildings
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Land and buildings are carried at fair value.
Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the date of the Statement of Financial Position.
Refer to note 3.
Revaluation gains are recognised in other comprehensive income and accumulated equity. However, the increase shall be recognised in the Consolidated Statement of Comprehensive Income to the extent that it reverses a revaluation decrease of the same asset, previously recognised in the Consolidated Statement of Comprehensive Income.
Investments in subsidiaries are measured at cost less accumulated impairment.
Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis.
At each the date of each Statement of Financial Position, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in the Consolidated Statement of Comprehensive Income.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Statement of Financial Position when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include trade and other receivables, cash and bank balances, are initially measured at their transaction price including transaction costs and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the Consolidated Statement of Comprehensive Income. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the Consolidated Statement of Comprehensive Income.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Financial instruments (continued)
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Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instruments any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other payables, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price after transaction costs. When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future receipts discounted at a market rate of interest. Discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade payables are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade payables are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade payables are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Other financial instruments
Derivatives, including forward exchange contracts, futures contracts and interest rate swaps, are not classified as basic financial instruments. These are initially recognised at fair value on the date the derivative contract is entered into, with costs being charged to the profit or loss. They are subsequently measured at fair value with changes in the Consolidated Statement of Comprehensive Income.
Debt instruments that do not meet the conditions as set out in FRS 102 paragraph 11.9 are subsequently measured at fair value through the Consolidated Statement of Comprehensive Income. This recognition and measurement would also apply to financial instruments where the performance is evaluated on a fair value basis as with a documented risk management or investment strategy.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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Interest payable and similar expenses
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Interest payable and similar expenses are charged to the Statement of Comprehensive Income over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
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Operating leases: the Group as lessee
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Rentals paid under operating leases are charged to the Statement of Comprehensive Income on a straight-line basis over the lease term.
Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.
Defined contribution pension plan
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.
The contributions are recognised as an expense in the Statement of Comprehensive Income when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.
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Current and deferred taxation
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The tax expense for the year comprises current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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Current and deferred taxation (continued)
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Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
−The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
−Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
−Where they relate to timing differences in respect of interests in subsidiaries the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.
Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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Judgements in applying accounting policies and key sources of estimation uncertainty
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In applying the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions in determining the carrying amounts of assets and liabilities. The Directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made, and are based on historical experience and other factors that are considered to be applicable. Due to the inherent subjectivity involved in making such judgements, estimates and assumptions, the actual results and outcomes may differ.
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 revision and future periods, if the revision affects both current and future periods.
The key assumptions concerning the future, and other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below.
Land and buildings valuation (note 13).
Land and buildings have been revalued at the year end date by the Directors, with external assistance. The discounted cash flow including exit yield involves judgement and estimate.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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An analysis of turnover by class of business is as follows:
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All turnover arose within the United Kingdom.
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The operating profit is stated after charging:
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Amortisation of intangible assets
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Depreciation of tangible assets
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Fees payable to the Group's Auditor in respect of the audit of the Group's annual financial statements
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Fees payable to the Group's Auditor in respect of:
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Staff costs, including Directors' remuneration, were as follows:
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Cost of defined contribution scheme
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The average monthly number of employees, including the Directors, during the year was as follows:
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Directors' remuneration and key management personnel
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Company contributions to defined contribution pension schemes
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During the year retirement benefits were accruing to 1 Directors (2022 - 1) in respect of defined contribution pension schemes.
The Directors are considered to be the only Key Management Personnel of the Group and Company.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Interest payable and similar expenses
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Shareholder loan interest payable
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Finance leases and hire purchase contracts
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Bank interest payable includes the amortisation of bank financing costs over the period of the loan.
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Current tax on loss for the year
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Origination and reversal of timing differences
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Taxation on loss on ordinary activities
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
10.Tax on loss (continued)
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Factors affecting tax charge for the year
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The tax assessed for the year is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 25% (2022 - 19%). The differences are explained below:
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Loss on ordinary activities before tax
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Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2022 - 19%)
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Capital allowances for year in excess of depreciation
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Utilisation of tax losses
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Other differences leading to an increase (decrease) in the tax charge
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Total tax (credit)/charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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Parent company profit for the year
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The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the Parent Company for the year was £2,539k (2022 - a loss of £1,844k).
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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The amortisation expense is charged to administrative expenses in the Consolidated Statement of Comprehensive Income.
The Company does not have any intangible assets.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Eliminated on revaluation
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Refer to notes 2.6 and 2.7, and note 3 in relation to land and buildings.
The historical cost of land and buildings is £35,540k (2022 - £35,540k).
The depreciation expense is charged to administrative expenses in the Statement of Comprehensive Income.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
13.Tangible assets (continued)
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Eliminated on revaluation
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Please refer to the previous page.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Investments in subsidiary companies
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The following were subsidiary undertakings of the Company:
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Whittlebury Hall & Spa Limited
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Whittlebury Estate Limited *
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Whittlebury Hall Limited *
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The registered address of all the subsidiary companies is The Atrium, Whittlebury Park, Whittlebury, Towcester, Northamptonshire, NN12 8WP.
* Dormant subsidiaries
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Finished goods and goods for resale
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Prepayments and accrued income
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Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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Cash and cash equivalents
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The Group holds a right to offset with the bank.
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Creditors: Amounts falling due within one year
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Amounts owed to group undertakings
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Other taxation and social security
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Obligations under finance lease and hire purchase contracts
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Accruals and deferred income
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See note 19 in relation to Bank loans.
Amounts owed by group undertakings are unsecured, interest free and repayable on demand.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Creditors: Amounts falling due after more than one year
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Net obligations under finance leases and hire purchase contracts
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Bank Loans are made up of the following:
A £30m facility with HSBC Bank. This is disclosed net of arrangement fees , which are capitalised as part of the overall loan and unwound via interest payable on a monthly basis. This loan accrues interest at an effective rate of 3.62%. Please refer to note 2.3 with regards to re-financing. Security on this loan is held by HSBC Bank by way of a fixed and floating charge over all assets of the group.
A £3.7m Coronavirus Business Interruption loan was taken out in 2020, with HSBC Bank, for the purpose of working capital. The loan accrued interest at an effective interest rate or 3.00% per annum. This loan was consolidated in the year with the HSBC Bank loan as detailed above.
Shareholder loans accrue interest at 10% per annum, are unsecured, with no set terms for repayment. The shareholder loans are subordinated to the bank loans. The shareholders have confirmed that their intention is not to recall the loans within one year of the Balance Sheet date. Included within current liabilities is the interest accrued in the year of £1,851k (2022 - £1,451k).
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Amounts falling due within one year
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Amounts falling due 1-2 years
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Hire purchase and finance leases
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Minimum lease payments under hire purchase fall due as follows:
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The amounts due to finance leases are secured on the assets to which they relate.
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Financial assets measured at amortised cost
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Financial assets that are debt instruments measured at amortised cost
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Financial liabilities measured at amortised cost
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Financial assets measured at amortised cost comprise cash and cash equivalents.
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Financial assets that are debt instruments measured at amortised cost comprise trade debtors, other debtors and amounts owed by group undertakings.
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Financial liabilities measured at amortised cost comprise bank loans, shareholder loans, trade creditors, amounts owed to group undertakings, obligations under finance lease and hire purchase contracts and accruals.
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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(Credited) to the Consolidated Statement of Comprehensive Income
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(Credited)/charged to the Statement of Comprehensive Income
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The provision for deferred taxation is made up as follows:
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Tax losses carried forward
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On revaluation of property
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
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Allotted, called up and fully paid
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1,200,000 (2022 - 1,200,000) Ordinary shares of £1.00 each
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Ordinary shares carry with them voting rights, but no right to any fixed income.
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Revaluation reserve
The Revaluation reserve relates to the net surplus arising from the revaluation of the land and buildings over their original cost.
Other reserves
Other reserves represent the excess of fair value received on the business combination between the J&C Partnership and the Company, over and above the nominal share capital issued.
Profit and loss account
The Profit and loss account represents the cumulative profits and losses, after the payment of dividends.
The Group operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £198k (2022 - £172k). Contributions totalling £73k (2022 - £32k) were payable to the fund at the reporting date and are included on the Statement of Financial Position within creditors.
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Related party transactions
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The Company and Group has taken advantage of the exemption available in accordance within Section 33 'Related party disclosure' of FRS 102 not to disclose transactions entered into between two or more members of a group that are wholly owned.
Transactions between Group companies have not been disclosed as the Company has taken advantage of the exemption conferred by FRS102 section 33.1A, not to disclose transactions with entities wholly owned by the Group.
Rent was also paid to Jeffrey and Carol Sargeant, Directors, of £17k (2022 - £18k). £Nil was outstanding in respect of this rent at the year-end (2022 - £Nil).
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WHITTLEBURY PARK ENTERPRISES LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
Jeffrey Ian Sargeant and Carol Elizabeth Sargeant are considered to be the ultimate controlling parties by virtue of their ownership of Whittlebury Park Enterprises Limited.
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