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REGISTERED NUMBER: 06343185 (England and Wales)


















REPORT OF THE DIRECTORS AND

FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

BRISTOL ACTIVE LIMITED

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)






CONTENTS OF THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2024




Page

Company Information 1

Report of the Directors 2

Report of the Independent Auditors 4

Income Statement 8

Other Comprehensive Income 9

Statement of Financial Position 10

Statement of Changes in Equity 11

Notes to the Financial Statements 12


BRISTOL ACTIVE LIMITED

COMPANY INFORMATION
for the Year Ended 31 December 2024







DIRECTORS: A N Duck
D A M Vermeer



REGISTERED OFFICE: The Stables
Duxbury Park
Duxbury Hall Road
Chorley
PR7 4AT



REGISTERED NUMBER: 06343185 (England and Wales)



AUDITORS: Fairhurst Audit Services Ltd
Statutory Auditor
Chartered Accountants
Douglas Bank House
Wigan Lane
Wigan
Lancashire
WN1 2TB



BANKERS: Sumitomo Mitsui Banking Corporation Europe Limited
London
EC4V 4EH

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2024

The directors present their report with the financial statements of the company for the year ended 31 December 2024.

PRINCIPAL ACTIVITY
The principal activity of the company in the year under review was that of the operation of a leisure site under a PFI arrangement.

REVIEW OF BUSINESS
The profit for the year, after taxation, amounted to £256,271 (2023: loss of £11,504)

The directors do not recommend payment of a dividend (2023 - £Nil).

DIRECTORS
A N Duck has held office during the whole of the period from 1 January 2024 to the date of this report.

Other changes in directors holding office are as follows:

S G Blackmore - resigned 1 October 2024
D A M Vermeer - appointed 1 October 2024

GOING CONCERN
The financial statements have been prepared on a going concern basis because the company is continuing to operate in accordance with the financial model of the PFI contract. This indicates that the company will continue as a going concern until the cessation of the contract on 10th February 2037.

On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The company has provided qualifying third party indemnity provisions in respect of the board of directors which were in force during the year and at the date of this report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES
The directors are responsible for preparing the Report of the Directors 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 of 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.

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

REPORT OF THE DIRECTORS
for the Year Ended 31 December 2024


STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS
The auditors, Fairhurst Audit Services Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:





A N Duck - Director


27 June 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRISTOL ACTIVE LIMITED

Opinion
We have audited the financial statements of Bristol Active Limited (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:
-give a true and fair view of the state of the company's affairs as at 31 December 2024 and of its profit 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 Auditors' 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.

Conclusions relating to going concern
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.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information
The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Report of the Directors has been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRISTOL ACTIVE LIMITED


Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Report of the Directors.

We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
- adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
- the 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; or
- the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRISTOL ACTIVE LIMITED


Auditors' 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 a Report of the Auditors 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 the audit was considered capable of detecting irregularities, including fraud

Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with those laws and regulations that have a direct effect on the determination of material amounts and disclosures in the financial statements, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with those laws and regulations identified during the audit.

In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatement of the financial statements due to fraud, and to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud through designing and implementing appropriate testing and to respond appropriately to fraud or suspected fraud identified during the audit.

However, it is the primary responsibility of management, with the oversight of those charges with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud, the audit engagement team:

- obtained an understanding of the nature of the industry and sector, including the legal and regulatory
framework that the company operates in and how the company is complying with that framework;
- enquired of management, and those charged with governance, about their own identification and assessment of
the risks of irregularities, including any known actual, suspected or alleged instance of fraud;
- discussed matters about non-compliance with laws and regulations and how fraud might occur including
assessment of how and where the financial statements may be susceptible to fraud.

As a result of these procedures we consider that the most significant laws and regulations that have a direct impact on the financial statements are FRS 102, the Companies Act 2006 and tax compliance regulations. We performed audit procedures to detect non-compliance with may have a material impact on the financial statements which included reviewing financial disclosures, inspecting correspondence with local tax offices and evaluation advice received from external tax advisors.

The audit engagement team identified the risk of management override of controls and the area where the financial statements were most susceptible to material misstatement due to fraud. Audit procedures performed include, but were not limited to, testing manual journal entries and other adjustments and evaluating the business rationale in relation to significant unusual transactions entered into outside the normal course of business.

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 Report of the Auditors.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
BRISTOL ACTIVE LIMITED


Use of our report
This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Jane Dennis BA(Hons) FCA (Senior Statutory Auditor)
for and on behalf of Fairhurst Audit Services Ltd
Statutory Auditor
Chartered Accountants
Douglas Bank House
Wigan Lane
Wigan
Lancashire
WN1 2TB

27 June 2025

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

INCOME STATEMENT
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

TURNOVER 3,846,798 3,791,402

Administrative expenses 1,980,470 2,098,033
OPERATING PROFIT 5 1,866,328 1,693,369

Interest receivable and similar income 234,696 189,124
2,101,024 1,882,493

Interest payable and similar expenses 7 1,607,464 1,672,052
PROFIT BEFORE TAXATION 493,560 210,441

Tax on profit 8 237,289 221,945
PROFIT/(LOSS) FOR THE FINANCIAL
YEAR

256,271

(11,504

)

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

OTHER COMPREHENSIVE INCOME
for the Year Ended 31 December 2024

2024 2023
Notes £    £   

PROFIT/(LOSS) FOR THE YEAR 256,271 (11,504 )


OTHER COMPREHENSIVE INCOME
Change in fair value of cash flow hedge 379,918 (944,005 )
Recycle of cashflow hedge reserve 406,909 419,143
Income tax relating to components of other
comprehensive income

(94,980

)

236,001
OTHER COMPREHENSIVE INCOME
FOR THE YEAR, NET OF INCOME TAX

691,847

(288,861

)
TOTAL COMPREHENSIVE INCOME
FOR THE YEAR

948,118

(300,365

)

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

STATEMENT OF FINANCIAL POSITION
31 December 2024

2024 2023
Notes £    £    £   
FIXED ASSETS
Tangible assets 9 17,745,928 18,758,693

CURRENT ASSETS
Debtors 10 7,823,606 7,443,866
Cash at bank 4,372,830 3,452,338
12,196,436 10,896,204
CREDITORS
Amounts falling due within one year 11 3,631,283 3,025,745
NET CURRENT ASSETS 8,565,153 7,870,459
TOTAL ASSETS LESS CURRENT
LIABILITIES

26,311,081

26,629,152

CREDITORS
Amounts falling due after more than one
year

12

(25,390,831

)

(26,879,908

)

PROVISIONS FOR LIABILITIES 15 (222,888 ) -
NET ASSETS/(LIABILITIES) 697,362 (250,756 )

CAPITAL AND RESERVES
Called up share capital 16 10,000 10,000
Cash flow hedging reserve 17 248,599 (443,248 )
Profit and loss account 17 438,763 182,492
SHAREHOLDERS' FUNDS 697,362 (250,756 )

The financial statements have been prepared 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 27 June 2025 and were signed on its behalf by:





A N Duck - Director


BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

STATEMENT OF CHANGES IN EQUITY
for the Year Ended 31 December 2024

Called up Profit Cash flow
share and loss hedging Total
capital account reserve equity
£    £    £    £   
Balance at 1 January 2023 10,000 193,996 (154,387 ) 49,609

Changes in equity
Total comprehensive income - (11,504 ) (288,861 ) (300,365 )
Balance at 31 December 2023 10,000 182,492 (443,248 ) (250,756 )

Changes in equity
Total comprehensive income - 256,271 691,847 948,118
Balance at 31 December 2024 10,000 438,763 248,599 697,362

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS
for the Year Ended 31 December 2024

1. STATUTORY INFORMATION

Bristol Active Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
The financial statements have been prepared under the historical cost convention except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below, and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland for smaller entities 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 required management to exercise judgement in applying the Company's accounting policies (see note 3).

The financial statements are prepared in sterling (£) which is the functional currency of the company.

Going concern
The financial statements have been prepared on a going concern basis because the company is continuing to operate in accordance with the financial model of the PFI contract. This indicates that the company will continue to operate until the cessation of the contract on 10th February 2037.

On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable futures, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts.

Revenue
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured, Revenue 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 revenue is recognised:

Rendering of services
Revenue 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 the following conditions are satisfied:

i. the amount of revenue can be measured reliably;
ii. it is probable that the Company will receive the consideration due under the contract;
iii. the stage of completion of the contract at the end of the contract can be measured reliably; and
iv. the costs incurred and the costs to complete the contract can be reliably measured.

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Tangible fixed assets
Tangible fixed assets 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.

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:


Buildings- Straight line over the remaining project life being 10 February 2037
Fixtures & fittings- Straight line over the remaining project life being 10 February 2037
Start up costs- Straight line over the remaining project life being 10 February 2037

The assets residual values, useful lives and depreciation method 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 Statement of Comprehensive Income.

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued

Financial instruments
The company has chosen to adopt Sections 11 and 12 of FRS 102 in respect of the financial instruments.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into.

A financial liability exists where there is a contractual obligation to deliver cash or another financial asset to another entity, or to exchange financial assets or financial liabilities under potentially unfavourable conditions. In addition, contracts which result in the entity delivering a variable number of its own equity instruments are financial liabilities. Shares containing such obligations are classified as financial liabilities.

An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Dividends and distributions relating to equity instruments are debited directly to reserves.

Financial instruments that are payable or receivable within one year, typically trade payables or receivables, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration, expected to be paid or received.

Financial instruments that constitute a financing transaction are measured, initially and subsequently, at the present value of the future payment discounted at a market rate of interest for a similar debt instrument.

Finance costs are charged to the profit and loss over the term of the debt using the effective interest rate 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.

Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for the objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.

Financial assets and liabilities are offset and the net amount reported in the Statement of financial position when there is enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

The company holds derivative financial instruments in the form of interest rate swaps. Derivatives are initially recognised at fair value on the date derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss as appropriate, unless they are included in a hedging arrangement.

The company applies hedge accounting for transactions entered into to manage the risk variability in cash flows due to change in interest rates. Interest rate swaps are held to manage the exposure to variability in forecast interest payments on bank borrowings due to changes in LIBOR and are designated as cash flow hedges.

Changes in the fair values of derivatives designated cash flow hedges, and which are effective, are recognised directly in equity. Any ineffectiveness in the hedging relationship (being the excess of the cumulative change in fair value of the hedging instrument since inception of the hedge over the cumulative change in the fair value of the hedged item since inception of the hedge) is recognised in profit or loss.

The gain or loss recognised in other comprehensive income is reclassified to the profit and loss account when the hedge relationship ends. Hedge accounting is discontinued when the hedging instrument expires, no longer meets the hedging criteria, the forecast transaction is no longer highly probable, the hedged debt instrument is derecognised or the hedging instrument is terminated.

Following a refinancing the cashflow hedge reserve relating to the previous hedging relationship will be recycled to profit and loss on a straight line basis over the remaining term of the loan.


BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

2. ACCOUNTING POLICIES - continued
Taxation
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of comprehensive income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Interest income
Interest income is recognised in the Statement of Comprehensive Income using the effective interest method.

Council contributions
Council contributions relating to tangible fixed assets are treated as deferred income and released to profit and loss over the expected useful lives of the assets concerned.

Borrowing costs
Borrowing costs or deferred arrangement costs are capitalised and included in the Statement of financial position under fixed assets.

3. CRITICAL ACCOUNTING JUDGEMENTS & KEY SOURCES OF ESTIMATION UNCERTAINTY

In the application of the Company's accounting policies, which are described in note 2, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are reflected 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.

- Derivative financial instruments - the Company uses hedging instruments to reduce exposure to
interest rate movements. These instruments are remeasured to their fair value at each reporting date
with reference to third party valuations provided by the issuing party and relevant external information
in respect of the instrument. There is uncertainty in estimates of future interest rates, which can be
affected by global events. The full policy can be found within the financial instruments accounting
policy in note 2.

4. EMPLOYEES AND DIRECTORS

The company had no employees other than its directors. No emoluments were paid to the directors this year (2023: £21,164).

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

5. OPERATING PROFIT

The operating profit is stated after charging/(crediting):

2024 2023
£    £   
Depreciation - owned assets 1,470,419 1,442,977
Release of council contribution (331,127 ) (331,127 )

6. AUDITORS' REMUNERATION

Fees payable to the company's auditors for the audit of the company's annual financial statements totalled £5,220 (2023 - £5,731).

Fees payable to the company's auditors for corporate tax compliance services totalled £1,341 (2023 - £1,327).

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Interest payable on senior
debt 804,972 848,468
Interest payable on
subordinated loan notes 308,029 308,873
Amortisation of debt issue
costs 87,554 95,568
Recycling of cashflow hedge
reserve 406,909 419,143
1,607,464 1,672,052

8. TAXATION

Analysis of the tax charge
The tax charge on the profit for the year was as follows:
2024 2023
£    £   
Current tax:
UK corporation tax 183,627 94,544
Taxation adjustment for prior
period (80,596 ) 4,340
Total current tax 103,031 98,884

Deferred tax 134,258 123,061
Tax on profit 237,289 221,945

UK corporation tax has been charged at 25% (2023 - 23.52%).

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

8. TAXATION - continued

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Profit before tax 493,560 210,441
Profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 23.520%)

123,390

49,496

Effects of:
Expenses not deductible for tax purposes 101,727 98,582
Income not taxable for tax purposes (82,782 ) (77,881 )
Depreciation in excess of capital allowances 40,098 152,866
Utilisation of tax losses - (94,542 )
Adjustments to tax charge in respect of previous periods (80,596 ) 4,340
Capitalised expenditure allowable - (33,977 )
Deferred tax movement 135,452 125,299
Deferred tax adjustment for prior years - (2,238 )
Total tax charge 237,289 221,945

Tax effects relating to effects of other comprehensive income

2024
Gross Tax Net
£    £    £   
Change in fair value of cash flow hedge 379,918 - 379,918
Recycle of cashflow hedge reserve 406,909 (94,980 ) 311,929
786,827 (94,980 ) 691,847

2023
Gross Tax Net
£    £    £   
Change in fair value of cash flow hedge (944,005 ) 236,001 (708,004 )
Recycle of cashflow hedge reserve 419,143 - 419,143
(524,862 ) 236,001 (288,861 )

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

9. TANGIBLE FIXED ASSETS
Fixtures
Land & Start up and
Buildings costs fittings Totals
£    £    £    £   
COST
At 1 January 2024 27,957,374 5,177,168 1,694,000 34,828,542
Additions 412,641 - 45,013 457,654
At 31 December 2024 28,370,015 5,177,168 1,739,013 35,286,196
DEPRECIATION
At 1 January 2024 13,105,270 2,485,043 479,536 16,069,849
Charge for year 1,174,211 207,040 89,168 1,470,419
At 31 December 2024 14,279,481 2,692,083 568,704 17,540,268
NET BOOK VALUE
At 31 December 2024 14,090,534 2,485,085 1,170,309 17,745,928
At 31 December 2023 14,852,104 2,692,125 1,214,464 18,758,693

10. DEBTORS
2024 2023
£    £   
Amounts falling due within one year:
Amounts owed by group undertakings 763,394 636,911
Other debtors 2,961 2,961
Deferred tax asset - 6,350
Prepayments 138,080 136,919
904,435 783,141

Amounts falling due after more than one year:
Amounts owed by group undertakings 2,360,553 2,360,553
Financial instruments 3,208,570 2,828,652
Prepayments and accrued income 1,350,048 1,471,520
6,919,171 6,660,725

Aggregate amounts 7,823,606 7,443,866

Included within prepayments is £1,491,089 (2023 - £1,592,992) relating to a gain on the financing paid to Bristol City Council, which is in accordance with the financial model of the PFI contract. The gain share is being released on a straight line basis over the remaining life of the contract to February 2037.

An interest rate swap is held to manage the exposure to fluctuations in interest rates. Hedge accounting is applied and the hedge is designated as a cash flow hedge.

The interest rate swap had a valuation based on a calibrated rate as at 31 December 2024 amounting to an asset of £3,208,570 (2023 - £2,828,652). During 2024 a gain of £379,918 (2023 - Loss £944,005) was recognised in other comprehensive income for changes in the fair value of the interest rate swap.

The fair value of the interest rate swap is based on a calibrated model which compares the discounted contractual fixed rate payments with variable rate inflows where the variable rates are determined by market yield curves.

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

11. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
2024 2023
£    £   
Bank loans (see note 13) 1,157,685 1,013,692
Subordinated loan (see note 13) 1,258 -
Trade creditors 73,558 -
Tax 183,627 80,596
VAT 169,989 162,320
Other creditors 106,896 -
Accruals 1,607,143 1,438,010
Deferred income 331,127 331,127
3,631,283 3,025,745

12. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR
2024 2023
£    £   
Bank loans (see note 13) 18,929,360 20,086,052
Subordinated loan (see note 13) 2,723,587 2,724,845
Deferred income 3,737,884 4,069,011
25,390,831 26,879,908

Amounts falling due in more than five years:

Repayable by instalments
Bank loans 12,996,512 14,454,614
Subordinated loan 2,675,442 2,675,441
15,671,954 17,130,055

13. LOANS

An analysis of the maturity of loans is given below:

2024 2023
£    £   
Amounts falling due within one year or on demand:
Bank loans 1,157,685 1,013,692
Subordinated loan 1,258 -
1,158,943 1,013,692

Amounts falling due between one and two years:
Bank loans 1,462,522 1,157,685
Subordinated loan 19,598 1,258
1,482,120 1,158,943

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

13. LOANS - continued
2024 2023
£    £   
Amounts falling due between two and five years:
Bank loans 4,470,326 4,473,753
Subordinated loan 28,547 48,146
4,498,873 4,521,899

Amounts falling due in more than five years:

Repayable by instalments
Bank loans 12,996,512 14,454,614
Subordinated loan 2,675,442 2,675,441
15,671,954 17,130,055

During the 2018 financial year, the debt was refinanced with Sumitomo Mitsui Banking Corporation. The loan is secured on the property and bears interest at a fixed rate of 3.825% per annum. The company has entered into an interest rate swap. The bank loan will be repaid over a period to 2036.

Issue costs totalling £1,230,634 have been offset against the bank loan and are being released in line with the effective interest calculation.

The subordinated loan is unsecured, bears interest at 11.32% and is repayable over the period until 2037.

14. SECURED DEBTS

The following secured debts are included within creditors:

2024 2023
£    £   
Bank loans 20,087,045 21,099,744

15. PROVISIONS FOR LIABILITIES
2024
£   
Deferred tax
Accelerated capital allowances 1,203,781
Other timing differences (1,783,036 )
Deferred tax 802,143
222,888

Deferred
tax
£   
Balance at 1 January 2024 (6,350 )
Charge to profit & loss 134,258
Other comprehensive income 94,980
Balance at 31 December 2024 222,888

BRISTOL ACTIVE LIMITED (REGISTERED NUMBER: 06343185)

NOTES TO THE FINANCIAL STATEMENTS - continued
for the Year Ended 31 December 2024

16. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
10,000 Ordinary shares £1 10,000 10,000

17. RESERVES
Profit Cash flow
and loss hedging
account reserve Totals
£    £    £   

At 1 January 2024 182,492 (443,248 ) (260,756 )
Profit for the year 256,271 - 256,271
Change in fair value of hedge - 379,918 379,918
Recycle cashflow hedge reserve - 406,909 406,909
Tax in respect of items of OCI - (94,980 ) (94,980 )
At 31 December 2024 438,763 248,599 687,362

Cashflow hedge reserve

Comprises the fair value of derivatives designated as cash flow hedges, which are effective.

This includes the current hedge instrument as detailed in note 10 along with a hedge continuation relating to a previous hedge.

The hedge continuation is recycled in line with the swap profile.

The fair value of the current interest rate swap is based on a calibrated model which compares the discounted contractual fixed rate payments with variable rate inflows where the variable rates are determined by market yield curves.

Profit & loss account

Includes all current and prior period profits and losses

18. RELATED PARTY DISCLOSURES

As a wholly owned subsidiary of Equitix Leisure Limited the company is exempt from the requirement to disclose transactions with other wholly owned subsidiaries of that company. During the year there were no other related party transactions.

19. ULTIMATE CONTROLLING PARTY

The parent undertaking is Equitix Leisure Limited (who ultimate parent undertaking and controlling party is Equitix Fund I LP).

Consolidate accounts are available from 3rd Floor (South), 200 Aldersgate Street, London, EC1A 4HD.