Company Registration No. 02965452 (England and Wales)
The Bath Priory Limited
Annual report and
group financial statements
for the period ended 29 December 2024
The Bath Priory Limited
Company information
Directors
Andrew Brownsword
Jeremy Hancock
Christina Brownsword
Alessandra Brownsword-Matthews
David Matthews
John Badley
Shelley Wadey
(Appointed 22 April 2025)
Secretary
Shelley Wadey
Company number
02965452
Registered office
4 Queen Square
Bath
BA1 2HA
Independent auditor
Saffery LLP
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
The Bath Priory Limited
Contents
Page
Strategic report
1 - 2
Directors' report
3 - 5
Independent auditor's report
6 - 9
Group statement of comprehensive income
10
Group statement of financial position
11
Company statement of financial position
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 36
The Bath Priory Limited
Strategic report
For the period ended 29 December 2024
1

The directors present the strategic report for the period ended 29 December 2024.

Fair review of the business

The loss for the period ended 29 December 2024, after taxation, amounted to £5,594,068 (period ended 31 December 2023: £3,774,503).

Net assets at the end of the period were £97,765,765 (period ended 31 December 2023: £103,359,833).

No dividends were received or paid during the period.

Principal risks and uncertainties

The company manages competitive trading risk by providing high quality services and maintaining strong relationships with its customers and suppliers.

In line with the hotel and restaurant industry generally, the business is exposed to normal economic and market factors which ultimately reflect the strength of the economy and the strength of local conditions. This is affected by business usage and tourism as well as normal seasonal factors and weather conditions.

The directors believe the group is well placed to compete in the market despite challenging market conditions.

Development and performance

It is the company’s policy that payments to suppliers are made in accordance with those terms and conditions agreed between the company and its suppliers, provided that all trading terms and conditions have been complied with.

Key performance indicators

To enable review of performance and benchmarking within the group, the following KPI’s are regularly used: Average Room Rate, Occupancy %, Yield, Food and Bev COS %, Cost per occupied for room for certain Rooms Costs / Payroll, Wage Cost %, Utility cost per occupied room and EBITDA.

The Bath Priory Limited
Strategic report (continued)
For the period ended 29 December 2024
2
Promoting the success of the company

The Group is a family owned and managed business with its shareholder acting in the way to promote the success of the Group and benefit its stake holders.

The Group is managed to build the business for the future, always considering ways to enhance and improve operations and their guests' experiences.

Employees

Family First is our people brand and is here to represent the people who make up our family across all of our hotels and restaurants.  Communication is encouraged, through numerous channels such as the company website, regular company updates and management briefings. Risks are kept to a minimum through health and safety and regular training.

Relationships with suppliers

Suppliers are continually communicated with to ensure the best product offering for the customer.

Relationships with customers

Our hotels are built on Originality (all the hotels have their own stories and heritage), Personality (being different is a badge of honour) and Quality (Quality is at the heart of everything we do, take pride in every little detail).

Community and environment

The Group is invested in minimising its carbon footprint by ensuring all employees have an increased energy awareness across all its sites / behavioural change initiatives. Wherever possible the re-investment in smarter, more energy efficient lighting, machinery and technology is undertaken.


Maintain high standards

The Group’s reputation for outstanding service, knowledge and experience is the result of an energy and ambition that is shared across every hotel.

Section 172 statement

The directors have had due regard for their duties under section 172 of the UK Companies Act 2006 and consider the interest of the Group's main stakeholders in their decisions. Regular dialogue is held with these parties to understand their needs and all decisions are taken with the view that they will result in long term benefit.

On behalf of the board

Shelley Wadey
Director
24 June 2025
The Bath Priory Limited
Directors' report
For the period ended 29 December 2024
3

The directors present their annual report and financial statements for the period ended 29 December 2024.

Principal activities

The principal activity of the company and group continued to be that of the provision of accommodation and restaurant services.

Results and dividends

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

Andrew Brownsword
Jeremy Hancock
Christina Brownsword
Peter Tyrrell
(Resigned 13 September 2024)
Alessandra Brownsword-Matthews
David Matthews
John Badley
Shelley Wadey
(Appointed 22 April 2025)
Financial instruments
Liquidity risk

The Group has significant cash resources to meet its financial obligations and has the ongoing support of its shareholder. The Group has no requirement for debt finance maintaining sufficient cash funds for operations, thus mitigating liquidity risk.

Interest rate risk

The company has outstanding loan balances at the period end and so is exposed to interest rate risk on the variable element, being the Bank of England base rate. The loan is due from a related party, rather than an external lender.

Foreign currency risk

The Group makes its sales in sterling and has limited purchases in foreign currency therefore its exposure to foreign currency risk is minimal and immaterial.

Credit risk

Credit risk is considered low for the Group as credit terms are not provided to the majority of customers.

Disabled persons

The Bath Priory Limited is an equal opportunities employer and gives disabled people full and fair consideration for vacancies for which they apply, having regard for their particular aptitudes and abilities. It is the company's policy to offer training and career development to disabled employees that is, as far as possible, the same as that offered to other employees.

The Bath Priory Limited
Directors' report (continued)
For the period ended 29 December 2024
4
Employee involvement

The group’s policy is to consult and discuss with employees matters likely to affect employees’ interests using team surveys, intranet, email communications and meetings.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Auditor

Saffery LLP have expressed their willingness to continue in office.

Energy and carbon report

As a Group, The Bath Priory Limited is attempting to increase its efficiency every year.

2023
2024
as restated
Energy consumption
kWh
kWh
Aggregate of energy consumption in the year
13,187,794
12,949,543
2023
2024
as restated
Emissions of CO2 equivalent
metric tonnes
metric tonnes
Scope 1 - direct emissions
- Gas combustion
1,524.00
1,501.00
- Fuel consumed for owned transport
-
-
1,524.00
1,501.00
Scope 2 - indirect emissions
- Electricity purchased
1,005.00
982.00
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the group
996.00
930.00
Total gross emissions
3,525.00
3,413.00
Intensity ratio
Tonnes CO2e per £1m of revenue
0.00010
0.00010
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2024 UK Government’s Conversion Factors for Company Reporting.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £1m of revenue, the recommended ratio for the sector.

The Bath Priory Limited
Directors' report (continued)
For the period ended 29 December 2024
5
Measures taken to improve energy efficiency

The prior year has been restated due to the correction of energy usage data.

Statement of directors' responsibilities

The directors are responsible for preparing the Annual 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Strategic Report s414C

The Group has chosen in accordance with Companies Act 2006, s.414C(11) to set out in the Group's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the fair review of the business, principal risks and uncertainties and development and performance.

On behalf of the board
Shelley Wadey
Director
24 June 2025
The Bath Priory Limited
Independent auditor's report
To the members of The Bath Priory Limited
6
Opinion

We have audited the financial statements of The Bath Priory Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 December 2024 which comprise the group statement of comprehensive income, the group statement of financial position, the company statement of financial position, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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

 

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.

The Bath Priory Limited
Independent auditor's report (continued)
To the members of The Bath Priory Limited
7

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate 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 Bath Priory Limited
Independent auditor's report (continued)
To the members of The Bath Priory Limited
8

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The specific procedures for this engagement and the extent to which these are capable of detecting irregularities, including fraud are detailed below.

 

Identifying and assessing risks related to irregularities:

We assessed the susceptibility of the group and parent company’s financial statements to material misstatement and how fraud might occur, including through discussions with the directors, discussions within our audit team planning meeting, updating our record of internal controls and ensuring these controls operated as intended. We evaluated possible incentives and opportunities for fraudulent manipulation of the financial statements. We identified laws and regulations that are of significance in the context of the group and parent company by discussions with directors and by updating our understanding of the sector in which the group and parent company operates.

 

Laws and regulations of direct significance in the context of the group and parent company include The Companies Act 2006 and UK Tax legislation.

 

Audit response to risks identified

We considered the extent of compliance with these laws and regulations as part of our audit procedures on the related financial statement items including a review of group and parent company financial statement disclosures. We reviewed the parent company's records of breaches of laws and regulations, minutes of meetings and correspondence with relevant authorities to identify potential material misstatements arising. We discussed the parent company's policies and procedures for compliance with laws and regulations with members of management responsible for compliance.

During the planning meeting with the audit team, the engagement partner drew attention to the key areas which might involve non-compliance with laws and regulations or fraud. We enquired of management whether they were aware of any instances of non-compliance with laws and regulations or knowledge of any actual, suspected or alleged fraud. We addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and identifying any significant transactions that were unusual or outside the normal course of business. We assessed whether judgements made in making accounting estimates gave rise to a possible indication of management bias. At the completion stage of the audit, the engagement partner’s review included ensuring that the team had approached their work with appropriate professional scepticism and thus the capacity to identify non-compliance with laws and regulations and fraud.

As group auditors, our assessment of matters relating to non-compliance with laws or regulations and fraud differed at group and component level according to their particular circumstances. Our communications included a request to identify instances of non-compliance with laws and regulations and fraud that could give rise to a material misstatement of the group financial statements in addition to our risk assessment.

 

There are inherent limitations in the audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion.

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

The Bath Priory Limited
Independent auditor's report (continued)
To the members of The Bath Priory Limited
9

Use of our report

This report is made solely to the parent 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 parent company's members those matters we are required to state to them in an auditors 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 parent company and the parent company's members as a body, for our audit work, for this report, or for the opinions we have formed.

 

Michael Strong (Senior Statutory Auditor)
For and on behalf of Saffery LLP
24 June 2025
Statutory Auditors
St Catherine's Court
Berkeley Place
Clifton
Bristol
BS8 1BQ
The Bath Priory Limited
Group statement of comprehensive income
For the period ended 29 December 2024
10
Period ended
Period ended
29 December
31 December
2024
2023
as restated
Notes
£
£
Turnover
3
36,176,135
34,052,477
Cost of sales
(19,925,969)
(18,540,555)
Gross profit
16,250,166
15,511,922
Administrative expenses
(22,076,928)
(19,572,099)
Other operating income
39,718
23,964
Operating loss
4
(5,787,044)
(4,036,213)
Interest receivable and similar income
8
146,050
329,305
Interest payable and similar expenses
9
(362,534)
(641,856)
Other gains and losses
10
54,956
-
Loss before taxation
(5,948,572)
(4,348,764)
Tax on loss
11
354,504
574,261
Loss for the financial period
(5,594,068)
(3,774,503)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive income for the period is all attributable to the owners of the parent company.
The Bath Priory Limited
Group statement of financial position
As at 29 December 2024
29 December 2024
11
29 December 2024
31 December 2023
Notes
£
£
£
£
Fixed assets
Negative goodwill
13
(452,068)
(513,714)
Tangible assets
14
99,509,783
103,221,680
Current assets
Stocks
17
467,330
483,955
Debtors
18
2,838,466
2,570,485
Cash at bank and in hand
9,044,536
10,355,113
12,350,332
13,409,553
Creditors: amounts falling due within one year
19
(12,208,242)
(11,240,441)
Net current assets
142,090
2,169,112
Total assets less current liabilities
99,199,805
104,877,078
Provisions for liabilities
Deferred tax liability
21
1,434,040
1,517,245
(1,434,040)
(1,517,245)
Net assets
97,765,765
103,359,833
Capital and reserves
Called up share capital
23
82,050,493
82,050,493
Other reserves
24
8,767,103
8,767,103
Profit and loss reserves
6,948,169
12,542,237
Total equity
97,765,765
103,359,833
The financial statements were approved by the board of directors and authorised for issue on 24 June 2025 and are signed on its behalf by:
24 June 2025
Shelley Wadey
Director
Company Registration No. 02965452 (England and Wales)
The Bath Priory Limited
Company statement of financial position
As at 29 December 2024
29 December 2024
12
29 December 2024
31 December 2023
as restated
Notes
£
£
£
£
Fixed assets
Tangible assets
14
75,290,812
75,976,532
Investments
15
35,175,895
35,175,895
110,466,707
111,152,427
Current assets
Stocks
17
391,665
392,384
Debtors
18
1,997,165
1,774,409
Cash at bank and in hand
3,767,176
5,209,660
6,156,006
7,376,453
Creditors: amounts falling due within one year
19
(10,464,207)
(9,916,243)
Net current liabilities
(4,308,201)
(2,539,790)
Total assets less current liabilities
106,158,506
108,612,637
Provisions for liabilities
Deferred tax liability
21
1,434,040
1,517,245
(1,434,040)
(1,517,245)
Net assets
104,724,466
107,095,392
Capital and reserves
Called up share capital
23
82,050,493
82,050,493
Other reserves
24
8,767,103
8,767,103
Profit and loss reserves
13,906,870
16,277,796
Total equity
104,724,466
107,095,392

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,370,926 (2023 - £137,226 profit).

The financial statements were approved by the board of directors and authorised for issue on 24 June 2025 and are signed on its behalf by:
24 June 2025
Shelley Wadey
Director
Company Registration No. 02965452 (England and Wales)
The Bath Priory Limited
Group statement of changes in equity
For the period ended 29 December 2024
13
Share capital
Merger reserve
Profit and loss reserves
Total
£
£
£
£
Balance at 2 January 2023
82,050,493
8,767,103
16,316,740
107,134,336
Period ended 31 December 2023:
Loss and total comprehensive income for the period
-
-
(3,774,503)
(3,774,503)
Balance at 31 December 2023
82,050,493
8,767,103
12,542,237
103,359,833
Period ended 29 December 2024:
Loss and total comprehensive income for the period
-
-
(5,594,068)
(5,594,068)
Balance at 29 December 2024
82,050,493
8,767,103
6,948,169
97,765,765
The Bath Priory Limited
Company statement of changes in equity
For the period ended 29 December 2024
14
Share capital
Merger reserve
Profit and loss reserves
Total
£
£
£
£
As restated for the period ended 31 December 2023:
Balance at 2 January 2023
82,050,493
8,767,103
16,140,570
106,958,166
Period ended 31 December 2023:
Profit and total comprehensive income for the period
-
-
137,226
137,226
Balance at 31 December 2023
82,050,493
8,767,103
16,277,796
107,095,392
Period ended 29 December 2024:
Profit and total comprehensive income
-
-
(2,370,926)
(2,370,926)
Balance at 29 December 2024
82,050,493
8,767,103
13,906,870
104,724,466
The Bath Priory Limited
Group statement of cash flows
For the period ended 29 December 2024
15
Period ended 29 December
Period ended 31 December
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
30
(205,479)
218,593
Interest paid
(362,534)
(641,856)
Income taxes paid
-
0
(297,525)
Net cash outflow from operating activities
(568,013)
(720,788)
Investing activities
Purchase of tangible fixed assets
(943,578)
(646,713)
Proceeds from disposal of tangible fixed assets
8
1,657,434
Remeasurement of deferred consideration
54,956
-
Interest received
146,050
329,305
Net cash (used in)/generated from investing activities
(742,564)
1,340,026
Financing activities
Repayment of borrowings
-
(12,500,000)
Net cash used in financing activities
-
(12,500,000)
Net decrease in cash and cash equivalents
(1,310,577)
(11,880,762)
Cash and cash equivalents at beginning of period
10,355,113
22,235,875
Cash and cash equivalents at end of period
9,044,536
10,355,113
The Bath Priory Limited
Notes to the group financial statements
For the period ended 29 December 2024
16
1
Accounting policies
Company information

The Bath Priory Limited (“the company”) is a private company limited by shares incorporated in England and Wales. The registered office is 4 Queen Square, Bath, BA1 2HA.

 

The group consists of The Bath Priory Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment, where cost has been assessed as the fair value on acquisition.

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
1
Accounting policies (continued)
17
1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company The Bath Priory Limited together with all entities controlled by the parent company (its subsidiaries).

 

All financial statements are made up to 29 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

 

When cash inflows are deferred and represent a financing arrangement, the fair value of the consideration is the present value of the future receipts. The difference between the fair value of the consideration and the nominal amount received is recognised as interest income.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.6
Intangible fixed assets - goodwill

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful economic life of the asset as follows:

 

Goodwill            10% straight line

1.7
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 Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
1
Accounting policies (continued)
18

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:

Land and buildings freehold
Nil - 20% straight line
Land and buildings leasehold
Nil - 20% straight line
Plant and machinery
5 - 20% straight line
Fixtures and fittings
10 - 25% straight line
Computer equipment
25 - 33% straight line
Motor vehicles
25% straight line

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

In accordance with normal practice in the UK hotel industry, no depreciation is provided on the group's freehold property acquired at cost. It is the group's practice to maintain its property in a continual state of sound repair and to make improvements thereto from time to time. Accordingly, the directors consider that the life of the asset and residual value, based on the price prevailing at the time of acquisition, is such that its depreciation would be insignificant.

 

The group has undertaken refurbishment to its property. This expenditure is split between work to the core of the buildings, with nil depreciation, and work to building surfaces and services, with a finite useful economic life and depreciated at rates between 5% and 10% accordingly.

1.8
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

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.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
1
Accounting policies (continued)
19

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.

1.10
Stocks

Stocks comprise raw materials and finished goods which are food and beverages respectively. Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.

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

1.11
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.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's statement of financial position when the group becomes party to the contractual provisions of the instrument.

 

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

Basic financial assets

Basic financial assets, which include debtors, 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.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
1
Accounting policies (continued)
20
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
1
Accounting policies (continued)
21
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the income statement 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 group’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. Where items recognised in other comprehensive income or equity are chargeable to or deductible for tax purposes, the resulting current or deferred tax expense or income is presented in the same component of comprehensive income or equity as the transaction or other event that resulted in the tax expense or income. 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.

1.15
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.16
Retirement benefits

Contributions in respect of the group's defined contribution pension scheme are charged to the profit and loss account for the period in which they are payable to the scheme. Differences between contributions payable and contributions actually paid in the period are shown either as accruals or prepayments at the period end.

1.17
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
22
2
Critical accounting judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Impairment of fixed asset investments

In assessing the impairment charge to be made to the company's fixed asset investments (see note 15), management have reviewed the net asset position of each subsidiary alongside its future earnings to assess whether these amounts fall below the carrying value of each subsidiary.

3
Turnover
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Turnover analysed by class of business
Hotel accommodation
21,626,701
20,488,198
Food and beverage
12,307,003
11,722,766
Sundry and other revenue
2,242,431
1,841,513
36,176,135
34,052,477
4
Operating loss
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Operating loss for the period is stated after charging/(crediting):
Exchange losses
307
215
Depreciation of owned tangible fixed assets
2,004,469
2,090,786
Impairment of owned tangible fixed assets
2,650,998
1,399,651
Profit on disposal of tangible fixed assets
-
(762,492)
Amortisation of intangible assets
(61,646)
(61,646)
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
23
5
Auditor's remuneration
Period ended 29 December
Period ended 31 December
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
41,850
40,240
Audit of the financial statements of the company's subsidiaries
54,960
50,540
96,810
90,780
6
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Employees
568
574
385
383

Their aggregate remuneration comprised:

Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
14,861,607
13,444,981
10,116,412
9,058,887
Social security costs
1,310,341
1,224,859
861,863
781,883
Pension costs
427,173
302,738
286,367
138,131
16,599,121
14,972,578
11,264,642
9,978,901
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
24
7
Directors' remuneration
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Remuneration for qualifying services
372,987
368,248
Company pension contributions to defined contribution schemes
47,809
47,790
Ex gratia payments and compensation
-
254,121
420,796
670,159
Remuneration disclosed above includes the following amounts paid to the highest paid director:
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Remuneration for qualifying services
171,122
255,579
Company pension contributions to defined contribution schemes
26,471
81,114
8
Interest receivable and similar income
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Interest income
Interest on bank deposits
146,050
329,305
9
Interest payable and similar expenses
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Other interest
362,534
641,856
10
Other gains and losses
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Amounts written back to non-current loans
54,956
-
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
25
11
Taxation
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
-
0
14,005
Adjustments in respect of prior periods
(283,625)
(140)
Total current tax
(283,625)
13,865
Deferred tax
Origination and reversal of timing differences
(612,504)
(552,985)
Changes in tax rates
-
0
(35,141)
Adjustment in respect of prior periods
541,625
-
0
Total deferred tax
(70,879)
(588,126)
Total tax credit
(354,504)
(574,261)

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

Period ended 29 December
Period ended 31 December
2024
2023
£
£
Loss before taxation
(5,948,572)
(4,348,764)
Expected tax credit based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
(1,487,143)
(1,022,829)
Tax effect of expenses that are not deductible in determining taxable profit
750,592
424,214
Tax effect of income not taxable in determining taxable profit
(13,739)
(82)
Change in unrecognised deferred tax assets
139,683
241,316
Adjustments in respect of prior years
258,000
(140)
Effect of change in corporation tax rate
-
(34,970)
Group relief
-
0
(156,439)
Short-term timing differences
-
0
13,022
Transfer pricing adjustments
(1,896)
(2,223)
Other differences
-
0
(36,130)
Roundings
(1)
-
0
Taxation credit
(354,504)
(574,261)
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
26
12
Impairments

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

Period ended 29 December
Period ended 31 December as restated
2024
2023
Notes
£
£
In respect of:
Property, plant and equipment
14
2,650,998
1,399,651
Fixed asset investments
15
4,627,001
11,092,250
Recognised in:
Administrative expenses
2,650,998
1,399,651
Other gains and losses
4,627,001
11,092,250

Following review of the value of The Manchester Abode Limited & The Arthouse Glasgow Limited, in light of market conditions, an impairment charge has been made to reduce the value of the fixed assets.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
27
13
Intangible fixed assets
Group
Goodwill
Negative goodwill
Total
£
£
£
Cost
At 1 January 2024 and 29 December 2024
1,268,921
(616,457)
652,464
Amortisation and impairment
At 1 January 2024
1,268,921
(102,743)
1,166,178
Amortisation charged for the period
-
0
(61,646)
(61,646)
At 29 December 2024
1,268,921
(164,389)
1,104,532
Carrying amount
At 29 December 2024
-
0
(452,068)
(452,068)
At 31 December 2023
-
0
(513,714)
(513,714)
Company
Goodwill
£
Cost
At 1 January 2024 and 29 December 2024
615,013
Amortisation and impairment
At 1 January 2024 and 29 December 2024
615,013
Carrying amount
At 29 December 2024
-
0
At 31 December 2023
-
0

 

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
28
14
Tangible fixed assets
Group
Land and buildings freehold
Land and buildings leasehold
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
£
Cost
At 1 January 2024
102,433,700
9,293,762
14,978,459
12,127,447
1,838,217
17,953
140,689,538
Additions
288,484
-
0
233,207
411,705
10,182
-
0
943,578
Disposals
(3,472)
-
0
(10,135)
(94,842)
(1,697)
-
0
(110,146)
At 29 December 2024
102,718,712
9,293,762
15,201,531
12,444,310
1,846,702
17,953
141,522,970
Depreciation and impairment
At 1 January 2024
11,559,516
726,850
12,285,579
11,211,825
1,666,135
17,953
37,467,858
Depreciation charged in the period
856,536
23,298
691,499
352,704
80,432
-
0
2,004,469
Impairment losses
2,650,998
-
0
-
0
-
0
-
0
-
0
2,650,998
Eliminated in respect of disposals
(3,472)
-
0
(10,128)
(94,842)
(1,696)
-
0
(110,138)
At 29 December 2024
15,063,578
750,148
12,966,950
11,469,687
1,744,871
17,953
42,013,187
Carrying amount
At 29 December 2024
87,655,134
8,543,614
2,234,581
974,623
101,831
-
0
99,509,783
At 31 December 2023
90,874,184
8,566,912
2,692,880
915,622
172,082
-
0
103,221,680
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
29
14
Tangible fixed assets (continued)
Company
Land and buildings freehold
Plant and machinery
Fixtures and fittings
Computer equipment
Motor vehicles
Total
£
£
£
£
£
£
Cost
At 1 January 2024
77,726,793
5,970,709
6,310,337
978,269
17,953
91,004,061
Additions
271,984
177,245
260,269
4,928
-
0
714,426
Disposals
(3,472)
(10,135)
(2,467)
-
0
-
0
(16,074)
At 29 December 2024
77,995,305
6,137,819
6,568,139
983,197
17,953
91,702,413
Depreciation and impairment
At 1 January 2024
3,698,781
4,889,030
5,552,198
869,567
17,953
15,027,529
Depreciation charged in the period
707,009
381,644
259,951
51,535
-
0
1,400,139
Eliminated in respect of disposals
(3,472)
(10,128)
(2,467)
-
0
-
0
(16,067)
At 29 December 2024
4,402,318
5,260,546
5,809,682
921,102
17,953
16,411,601
Carrying amount
At 29 December 2024
73,592,987
877,273
758,457
62,095
-
0
75,290,812
At 31 December 2023
74,028,012
1,081,679
758,139
108,702
-
0
75,976,532
15
Fixed asset investments
Group
Company
As restated
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
16
-
0
-
0
35,175,895
35,175,895
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024 and 29 December 2024
35,175,895
Carrying amount
At 29 December 2024
35,175,895
At 31 December 2023 as restated
35,175,895
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
30
16
Subsidiaries

Details of the company's subsidiaries at 29 December 2024 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
The Arthouse Glasgow Limited
1
Hotel operators
Ordinary
-
100.00
The Chester Abode
1
Hotel operators
Ordinary
-
100.00
The County Hotel Canterbury Limited
1
Hotel operators
Ordinary
-
100.00
The Manchester Abode Limited
1
Hotel operators
Ordinary
-
100.00
The Royal Clarence Hotel Limited
1
Not trading
Ordinary
-
100.00
Andrew Brownsword Hotels Limited
1
Intermediate holding company
Ordinary
-
100.00

All companies are registered in the UK. Registered office addresses (all UK unless otherwise indicated):

1.    4 Queen Square, Bath, BA1 2HA
17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Raw materials and consumables
91,072
94,284
74,052
77,837
Finished goods and goods for resale
376,258
389,671
317,613
314,547
467,330
483,955
391,665
392,384
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
31
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
62,375
59,303
91,458
38,744
Corporation tax recoverable
283,625
-
0
283,625
-
0
Other debtors
1,194,670
964,184
788,843
958,249
Prepayments and accrued income
1,271,447
1,163,279
833,239
777,416
2,812,117
2,186,766
1,997,165
1,774,409
Amounts falling due after more than one year:
Other debtors
-
0
345,044
-
0
-
0
Deferred tax asset (note 21)
26,349
38,675
-
0
-
0
26,349
383,719
-
-
Total debtors
2,838,466
2,570,485
1,997,165
1,774,409
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Other borrowings
20
5,500,000
5,500,000
5,500,000
5,500,000
Trade creditors
1,208,038
1,201,461
799,350
1,154,536
Other taxation and social security
928,147
619,261
479,624
183,175
Other creditors
2,255,339
1,686,560
2,221,319
1,653,712
Accruals and deferred income
2,316,718
2,233,159
1,463,914
1,424,820
12,208,242
11,240,441
10,464,207
9,916,243
20
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Other loans
5,500,000
5,500,000
5,500,000
5,500,000
Payable within one year
5,500,000
5,500,000
5,500,000
5,500,000
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
20
Loans and overdrafts (continued)
32

The balance due is to Alessandra Brownsword-Matthews, director of The Bath Priory Limited, and is repayable on demand. Interest will accrue on the loan at the rate of 1.5% per annum above the base rate from time to time of National Westminster Bank PLC.

21
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Group
£
£
£
£
Accelerated capital allowances
1,434,040
1,517,245
26,349
38,675
Liabilities
Liabilities
Assets
Assets
2024
2023
2024
2023
Company
£
£
£
£
Accelerated capital allowances
1,434,040
1,517,245
-
-
Group
Company
2024
2024
Movements in the period:
£
£
Liability at 1 January 2024
1,478,570
1,517,245
Credit to profit or loss
(70,879)
(83,205)
Liability at 29 December 2024
1,407,691
1,434,040

The deferred tax liability set out above is expected to reverse after 12 months and relates to accelerated capital allowances that are expected to mature within the same period and tax losses.

The company has £2,631,014 (period ended 31 December 2023: £nil) losses to carry forward to utilise against future profits.

 

The group has £10,546,749 (period ended 31 December 2023: £5,405,166) trading losses to carry forward against available future profits and £5,240,718 (period ended 31 December 2023: £5,296,474) capital losses to carry forward to utilise against future chargeable gains.

22
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
416,020
293,907
The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
22
Retirement benefit schemes (continued)
33

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

23
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
82,050,493
82,050,493
82,050,493
82,050,493

 

Shares rank equally for voting purposes. On a show of hands, each member shall have one vote and on a poll each member shall have one vote per share held.

24
Reserves
Merger reserve

On 29 April 2022 The Bath Priory Limited acquired 100% shareholding in Andrew Brownsword Hotels Limited via a share for share exchange. A merger reserve of £8,767,103 was created upon this acquisition.

25
Operating lease commitments
Lessee

The total future minimum lease payments under non-cancellable operating leases are as follows:

26
Events after the reporting date

On 3rd February 2025 ownership of the Arthouse Glasgow Limited property and the business operating at the property were transferred to an external party for proceeds of £4.5m.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
34
27
Related party transactions

No guarantees have been given or received.

 

The group undertakes its transactions on an "arm's length basis" and the following transactions are disclosed in accordance with FRS 102 section 33 "Related Party Transactions". The company has taken advantage of the exemption available in FRS102 section 33 "Related Party Disclosures" whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

 

All balances due from or to the parent company and subsidiaries of the group are disclosed in note 18 and note 19.

 

Company

Directors of the company were invoiced £6,076 during the period (period ended 31 December 2023: £62,654). The company also made purchases from directors of £11,729 during the period (period ended 31 December 2023: £7,295). Amounts owed by directors at the period end were £1,913 (period ended 31 December 2023: £830).

 

Companies under common control were invoiced £nil during the period (period ended 31 December 2023: £500). The company also made purchases from companies under common control of £58,566 during the period (period ended 31 December 2023: £43,276). Amounts due to these companies at the period end were £3,282 (period ended 31 December 2023: £746).

 

During the period, £8,427 (period ended 31 December 2023: £58,079) was spent on a property owned directly by a director of the company. At the period end, £283,433 (period ended 31 December 2023: £302,243) remained due to the company for expenses incurred.

 

A loan to the company of £5,500,000 (period ended 31 December 2023: £5,500,000) from a director was outstanding at the period end. Interest on this loan accrued at a rate of 1.5% above the base rate. During the period, interest of £362,534 (period ended 31 December 2023: £641,856) accrued on the loan of which £86,896 (period ended 31 December 2023: £nil) was outstanding at the period end. The loan is repayable on demand.

 

Group

Directors of the group were invoiced £7,843 during the period (period ended 31 December 2023: £66,850). The group also made purchases from directors of £11,729 during the period (period ended 31 December 2023: £99,308). Amounts owed by directors at the period end were £1,913 (period ended 31 December 2023: £nil). Amounts due to directors at the period end were £nil (period ended 31 December 2023: £830).

 

Companies under common control were invoiced £nil during the period (period ended 31 December 2023: £906). The group also made purchases from companies under common control of £59,846 during the period (period ended 31 December 2023: £45,853). Amounts due from these companies at the period end were £3,350 (period ended 31 December 2023: £911 due to these companies).

 

During the period, £8,427 (period ended 31 December 2023: £58,079) was spent on a property owned directly by a director of the group. At the period end, £283,433 (period ended 31 December 2023: £302,243) remained due to the group for expenses incurred.

 

A loan to the group of £5,500,000 (period ended 31 December 2023: £5,500,000) from a director was outstanding at the period end. Interest on this loan accrued at a rate of 1.5% above the base rate. During the period, interest of £362,534 (period ended 31 December 2023: £641,856) accrued on the loan of which £86,896 (period ended 31 December 2023: £nil) was outstanding at the period end. The loan is repayable on demand.

 

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
35
28
Controlling party

The company is owned and controlled by Alessandra Brownsword-Matthews, by virtue of her 94.71% shareholding in the company.

29
Contingent assets

As at the date of signing the financial statements, the group is undergoing a claim against various financial institutions in relation to finance charges. Although settlement is considered probable, the expected settlement cannot be reliably estimated at this stage.

30
Cash (absorbed by)/generated from group operations
Period ended 29 December
Period ended 31 December
2024
2023
£
£
Loss for the period after tax
(5,594,068)
(3,774,503)
Adjustments for:
Taxation credited
(354,504)
(574,261)
Finance costs
362,534
641,856
Investment income
(146,050)
(329,305)
Gain on disposal of tangible fixed assets
-
(762,492)
Amortisation and impairment of intangible assets
(61,646)
(61,646)
Depreciation and impairment of tangible fixed assets
4,655,467
3,490,437
Other gains and losses
(54,956)
-
Movements in working capital:
Decrease in stocks
16,625
7,939
Decrease in debtors
3,318
1,921,866
Increase/(decrease) in creditors
967,801
(341,298)
Cash (absorbed by)/generated from operations
(205,479)
218,593
31
Analysis of changes in net funds - group
1 January 2024
Cash flows
29 December 2024
£
£
£
Cash at bank and in hand
10,355,113
(1,310,577)
9,044,536
Borrowings excluding overdrafts
(5,500,000)
-
(5,500,000)
4,855,113
(1,310,577)
3,544,536
32
Prior period adjustment

The comparatives have been restated to reflect the impairment of the investment in Andrew Brownsword Hotels Limited of £11,092,250.

The Bath Priory Limited
Notes to the group financial statements (continued)
For the period ended 29 December 2024
32
Prior period adjustment (continued)
36
Reconciliation of changes in equity - group
The prior period adjustments do not give rise to any effect upon equity.
Reconciliation of changes in loss for the previous financial period
2023
£
Adjustments to prior period
Total adjustments
-
Loss as previously reported
(3,774,503)
Loss as adjusted
(3,774,503)
Reconciliation of changes in equity - company
2 January
31 December
2023
2023
£
£
Adjustments to prior period
Total adjustments
-
(11,092,250)
Equity as previously reported
106,958,166
118,187,642
Equity as adjusted
106,958,166
107,095,392
Analysis of the effect upon equity
Profit and loss reserves
-
(11,092,250)
Reconciliation of changes in profit for the previous financial period
2023
£
Adjustments to prior period
Total adjustments
(11,092,250)
Profit as previously reported
11,229,476
Profit as adjusted
137,226
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