Company Registration No. 15099157 (England and Wales)
LYELL LEISURE (RAINHILL) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
PAGES FOR FILING WITH REGISTRAR
LYELL LEISURE (RAINHILL) LIMITED
COMPANY INFORMATION
Directors
Mr G Pugh
(Appointed 10 February 2025)
Mr A Troughton
(Appointed 28 August 2023)
Company number
15099157
Registered office
Unit 1350-1360 Montpellier Court
Brockworth
Gloucester
United Kingdom
GL3 4AH
Auditor
Johnston Carmichael LLP
7-11 Melville Street
Edinburgh
EH3 7PE
LYELL LEISURE (RAINHILL) LIMITED
CONTENTS
Page
Directors' report
1
Directors' responsibilities statement
2
Balance sheet
3
Statement of changes in equity
4
Notes to the financial statements
5 - 9
LYELL LEISURE (RAINHILL) LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 1 -
The directors present their annual report and financial statements for the 16 month period from 28 August 2023 to 31 December 2024.
Principal activities
The company's principal activity is to hold the Rainhill Hall Hotel property and lease this hotel out to Lyell Leisure (Opco RH) Limited.
Directors
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Mr G Pugh
(Appointed 10 February 2025)
Mr A Troughton
(Appointed 28 August 2023)
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.
Small companies exemption
This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.
On behalf of the board
Mr A Troughton
Director
23 May 2025
LYELL LEISURE (RAINHILL) LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 2 -
The directors are responsible for preparing the directors' report and the financial statements in accordance with applicable law and regulations.
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 profit or loss of the company for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company’s transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
LYELL LEISURE (RAINHILL) LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 3 -
2024
Notes
£
£
Fixed assets
Tangible assets
3
1,984,542
Current assets
Debtors
4
106,545
Cash at bank and in hand
14,692
121,237
Creditors: amounts falling due within one year
5
(49,073)
Net current assets
72,164
Total assets less current liabilities
2,056,706
Creditors: amounts falling due after more than one year
6
(1,961,415)
Net assets
95,291
Capital and reserves
Called up share capital
7
1
Capital contribution reserve
8
229,682
Profit and loss reserves
(134,392)
Total equity
95,291
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 23 May 2025 and are signed on its behalf by:
Mr A Troughton
Director
Company Registration No. 15099157
LYELL LEISURE (RAINHILL) LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 4 -
Share capital
Capital contribution reserve
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 28 August 2023
-
-
-
-
Period ended 31 December 2024:
Loss and total comprehensive income for the period
-
-
(134,392)
(134,392)
Issue of share capital
7
1
-
-
1
Capital contribution
7
229,682
229,682
Balance at 31 December 2024
1
229,682
(134,392)
95,291
LYELL LEISURE (RAINHILL) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 5 -
1
Accounting policies
Company information
Lyell Leisure (Rainhill) Limited is a private company limited by shares incorporated in England and Wales. The registered office is Unit 1350-1360 Montpellier Court, Brockworth, Gloucester, United Kingdom, GL3 4AH.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention.The principal accounting policies adopted are set out below.
1.2
Going concern
At the time of approving the financial statements, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The directors have received confirmation from trueBuckley Trading Group Limited and its subsidiaries that they will provide any financial support necessary to allow the company to meet its financial obligations as they fall due for at least 12 months from the date of signing these accounts. Accordingly, the financial statements have been prepared on a going concern basis.
1.3
Reporting period
The financial statements cover the period from 28 August 2023 to the 31 December 2024. The company extended its accounting period to align the year end with the ultimate parent company, Buckley Trading Group Limited.
1.4
Turnover
Turnover is recognised at the fair value of the consideration received or receivable for rental income provided in the normal course of business, as set out per the lease agreement.
Revenue represents rental income from the lease of the Rainhill Hall Hotel during the period. Any income not invoiced is accrued in the period in which it has been generated.
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses. The company has made the election to adopt the group accounting policy under section 16.4A (b) in FRS 102 whereby as the investment property is rented wholly to another group company it can be accounted for as property, plant and equipment.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
40 years straight line
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is credited or charged to profit or loss.
LYELL LEISURE (RAINHILL) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 6 -
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.7
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.8
Financial instruments
The company has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
LYELL LEISURE (RAINHILL) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 7 -
Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.9
Equity instruments
Equity instruments issued by the company are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the company.
1.10
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
LYELL LEISURE (RAINHILL) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 8 -
2
Employees
The average monthly number of persons (including directors) employed by the company during the period was:
2024
Number
Total
3
Tangible fixed assets
Land and buildings
£
Cost
At 28 August 2023
Additions
2,022,612
At 31 December 2024
2,022,612
Depreciation and impairment
At 28 August 2023
Depreciation charged in the period
38,070
At 31 December 2024
38,070
Carrying amount
At 31 December 2024
1,984,542
4
Debtors
2024
Amounts falling due within one year:
£
Other debtors
106,545
5
Creditors: amounts falling due within one year
2024
£
Amounts owed to group undertakings
41,607
Other creditors
7,466
49,073
LYELL LEISURE (RAINHILL) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
- 9 -
6
Creditors: amounts falling due after more than one year
2024
£
Amounts owed to group undertakings
1,961,415
Fitzroy Agency Limited holds a fixed and floating charge over all the property or undertaking of the company. The amount owed to group undertakings is interest bearing at 5.25% and is repayable over the period to February 2027.
Fitzroy Agency Limited acts as Facility Agent and Security Trustee. Through this facility arrangement, the Bridging Loan Agreement is secured by a fixed and floating charges over all the property or undertaking of the company Lyell Leisure (Rainhill) Limited.
7
Called up share capital
2024
2024
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of 1p each
100
1
8
Capital contribution reserve
The capital contribution reserve is in relation to a capital contribution received from another group company in respect of a finance loan agreement.
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
The senior statutory auditor was Barry Masson and the auditor was Johnston Carmichael LLP.
10
Related party transactions
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.
11
Parent company
The immediate parent is Lyell Leisure Limited.
The ultimate parent is Buckley Trading Group Limited.
The company has no ultimate controlling party.
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