Company registration number SC080815 (England and Wales)
PANDOX BATH LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
PANDOX BATH LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Profit and loss account
6
Balance sheet
7
Statement of changes in equity
8
Notes to the financial statements
9 - 17
PANDOX BATH LIMITED
COMPANY INFORMATION
Directors
W M Adriaanse
A E Lindblom
S J Torner
B L Williams
Secretary
CSC CLS (UK) Limited
Company number
SC080815
Registered office
Clyde Offices, 2nd Floor
48 West George Street
Glasgow
Scotland
G2 1BP
Auditor
HaysMac LLP
Chartered accountants & statutory auditor
10 Queen Street Place
London
United Kingdom
EC4R 1AG
Trading address
Walcot Street
Bath
BA1 5BJ
PANDOX BATH LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the company continued to be that of a hotel operator.

Directors

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

W M Adriaanse
A E Lindblom
S J Torner
B L Williams
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 company and of the profit or loss of the company 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 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.

Statement of disclosure to auditor

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

PANDOX BATH LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Going concern

In preparing the financial statements, the Directors have made an assessment of the entity's ability to continue as a going concern.

 

The Company is partly funded by loans from other Pandox AB group companies which will not be called for payment unless the cash flow permits for a minimum period of 12 months. The directors have considered the forecasts prepared and consider that with parent company support the company will continue to trade for a period of at least 12 months from the signing of the accounts.

 

Management have re-forecasted the expected financial performance and cash flows for the period up to April 2027 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.

 

Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from Pandox AB in order for the company to meet its obligations as and when they fall due until 31 December 2026. The Directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the

support detailed in the letter.

 

Accordingly, the financial statements are prepared on a going concern basis.

Small companies exemption

In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006.

On behalf of the board
B L Williams
Director
27 May 2025
PANDOX BATH LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF PANDOX BATH LIMITED
- 3 -
Opinion

We have audited the financial statements of Pandox Bath Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the balance sheet, the statement of changes in equity 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 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 other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

PANDOX BATH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PANDOX BATH LIMITED
- 4 -
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 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 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.

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.

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

Our assessment focused on key laws and regulations the entity has to comply with and areas of the financial statements we assessed as being more susceptible to misstatement. These key laws and regulations included but were not limited to compliance with the Companies Act 2006, United Kingdom. Generally Accepted Accounting Practice and relevant tax legislation.

We are not responsible for preventing irregularities. Our approach to detecting irregularities included, but was not limited to, the following:

PANDOX BATH LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF PANDOX BATH LIMITED
- 5 -

In response to the risk of irregularities in relation to non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

Whilst considering how our audit work addressed the detection of irregularities, we also consider the likelihood of detection based on our approach. Irregularities arising from fraud are inherently more difficult to detect than those arising from error.

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

 

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.

Use of our report

This report is made solely to the company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body, for our audit work, for this report, or for the opinions we have formed.

........................
Andrew Ball
Senior Statutory Auditor
For and on behalf of HaysMac LLP
27 May 2025
London
United Kingdom
EC4R 1AG
PANDOX BATH LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
as restated
2024
2023
£
£
Turnover
7,987,890
7,733,345
Cost of sales
(4,627,012)
(4,455,790)
Gross profit
3,360,878
3,277,555
Administrative expenses
(2,494,561)
(2,196,095)
Operating profit
866,317
1,081,460
Interest payable and similar expenses
(1,372,827)
(954,766)
(Loss)/profit before taxation
(506,510)
126,694
Tax on (loss)/profit
4
94,166
(1,054,929)
Loss for the financial year
(412,344)
(928,235)

The profit and loss account has been prepared on the basis that all operations are continuing operations.

 

There were no recognised gains and losses for 2024 or 2023 other than those included in the profit and loss account.

The notes on pages 9 to 17 form part of these financial statements.

PANDOX BATH LIMITED
BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
as restated
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
5
28,676,576
29,423,226
Current assets
Stocks
6
25,424
26,910
Debtors
7
418,987
286,184
Cash at bank and in hand
617,783
673,260
1,062,194
986,354
Creditors: amounts falling due within one year
8
(26,603,270)
(26,753,834)
Net current liabilities
(25,541,076)
(25,767,480)
Total assets less current liabilities
3,135,500
3,655,746
Deferred tax
9
(1,403,114)
(1,511,016)
Net assets
1,732,386
2,144,730
Capital and reserves
Called up share capital
10
100
100
Revaluation reserve
11
9,107,576
9,107,576
Other reserves
12
5,136,854
5,136,854
Profit and loss reserves
13
(12,512,144)
(12,099,800)
Total equity
1,732,386
2,144,730

The notes on pages 9 to 17 form part of these financial statements.

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime and in accordance with the provisions of FRS 102 Section 1A - small entities.

The financial statements were approved by the board of directors and authorised for issue on 27 May 2025 and are signed on its behalf by:
B L Williams
Director
Company Registration No. SC080815
PANDOX BATH LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 8 -
Share capital
Revaluation reserve
Other reserves
Profit and loss reserves
Total
£
£
£
£
£
Balance at 1 January 2023 (as restated - note 16)
100
9,107,576
5,136,854
(11,171,565)
3,072,965
Year ended 31 December 2023:
Loss and other total comprehensive income (as restated - note 16)
-
-
-
(928,235)
(928,235)
Balance at 31 December 2023 (as restated - note 16)
100
9,107,576
5,136,854
(12,099,800)
2,144,730
Year ended 31 December 2024:
Loss and total comprehensive income
-
-
-
(412,344)
(412,344)
Balance at 31 December 2024
100
9,107,576
5,136,854
(12,512,144)
1,732,386

The notes on pages 9 to 17 form part of these financial statements.

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
1
Accounting policies
Company information

Pandox Bath Limited is a private company limited by shares incorporated in England and Wales. The registered office is Clyde Offices, 2nd Floor, 48 West George Street, Glasgow, Scotland, G2 1BP.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

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

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

1.2
Going concern

In preparing the financial statements, the Directors have made an assessment of the entity's ability to continue as a going concern.true

 

The Company is partly funded by loans from other Pandox AB group companies which will not be called for payment unless the cash flow permits for a minimum period of 12 months. The directors have considered the forecasts prepared and consider that with parent company support the company will continue to trade for a period of at least 12 months from the signing of the accounts.

 

Management have re-forecasted the expected financial performance and cash flows for the period up to April 2027 and performed additional sensitivity analysis in order to understand the level of support that may be required. This has been discussed with Pandox AB and a letter of support has been provided to the Board of Directors.

 

Whilst the letter of support is not legally binding the Board of Directors believe that the company will be provided financial support from Pandox AB in order for the company to meet its obligations as and when they fall due until 31 December 2026. The Directors have also considered the financial position of Pandox AB and concluded that they have sufficient financial resources with which to provide the

support detailed in the letter.

 

Accordingly, the financial statements are prepared on a going concern basis.

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 10 -
1.3
Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the Company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before turnover is recognised:

 

Sale of goods

 

Turnover from the sale of goods is recognised when all of the following conditions are satisfied:

 

Turnover from the rendering of services and advance bookings is recognised in respect of overnight accommodation in the period in which the stay occurs. Monies paid in advance are held within deferred income and is released upon the service being delivered.

1.4
Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost or deemed 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:

 

Leasehold property
50 years
Fixtures and fittings
5-10 years on a straight line basis

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted

prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

 

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

1.5
Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

1.6
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.

1.7
Taxation

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

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 11 -
Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively. 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.

1.8
Foreign exchange

 

Functional and presentation currency

The Company's functional and presentational currency is GBP.

 

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange

rates at the dates of the transactions.

 

At each period end foreign currency monetary items are translated using the closing rate. Nonmonetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 

Foreign exchange gains and losses resulting from the settlement of transactions and from the

translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the income statement.

 

Foreign exchange gains and losses that relate to cash and cash equivalents are presented in the

income statement within 'finance(expense)/income'. All other foreign exchange gains and losses are presented in the income statement within 'administrative expenses'.

1.9

Pensions

 

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

 

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance sheet. The assets of the plan are held separately from the company in independently administered funds.

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2
Judgements and key sources of estimation uncertainty

In the application of the company’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.

3
Employees

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

2024
2023
Number
Number
Total
100
52
4
Taxation
As restated
2024
2023
£
£
Current tax
Adjustment in respect of prior periods
13,736
-
0
Deferred tax
Origination and reversal of timing differences
206,096
286,676
Adjustment in respect of prior periods
(313,998)
768,253
Total deferred tax
(107,902)
1,054,929
Total tax (credit)/charge
(94,166)
1,054,929
PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
4
Taxation
(Continued)
- 13 -

The actual (credit)/charge for the year can be reconciled to the expected (credit)/charge for the year based on the profit or loss and the standard rate of tax as follows:

As restated
2024
2023
£
£
(Loss)/profit before taxation
(506,510)
126,694
Expected tax (credit)/charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.50%)
(126,628)
29,773
Tax effect of expenses that are not deductible in determining taxable profit
29,627
136,328
Adjustments in respect of prior years
13,736
-
0
Effect of change in corporation tax rate
-
0
17,201
Group relief
33,619
795,007
Fixed asset differences
228,943
76,620
Adjustments to tax charge in respect of previous periods - deferred tax
(313,998)
-
0
Movement in deferred tax not recognised
47,285
-
0
Chargeable losses
(6,750)
-
0
Taxation (credit)/charge for the year
(94,166)
1,054,929
5
Tangible fixed assets
Leasehold property
Fixtures and fittings
Work in progress
Total
£
£
£
£
Cost
At 1 January 2024 (as restated - note 16)
29,448,066
4,949,290
-
0
34,397,356
Additions
-
0
232,186
115,253
347,439
At 31 December 2024
29,448,066
5,181,476
115,253
34,744,795
Depreciation and impairment
At 1 January 2024 (as restated note 16)
3,145,747
1,828,383
-
0
4,974,130
Depreciation charged in the year
589,387
504,702
-
0
1,094,089
At 31 December 2024
3,735,134
2,333,085
-
0
6,068,219
Carrying amount
At 31 December 2024
25,712,932
2,848,391
115,253
28,676,576
At 31 December 2023 (as restated note 16)
26,547,757
2,875,469
-
0
29,423,226
PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
5
Tangible fixed assets
(Continued)
- 14 -

In March 2018, the leasehold property was held as an investment property. A revaluation was conducted by the Directors conforming to International Valuation Standards, arrived at by reference to the consideration payable by a new acquirer for the investment property. Revaluations in the 2017 period and 2018 period up to March 2018, when the property was transferred to tangible fixed assets, totalled £11,376,296. On a historic cost basis the carrying value of the leasehold property is £18,810,055

 

6
Stocks
2024
2023
£
£
Food and beverage stock
25,424
26,910
7
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
147,351
192,700
Corporation tax recoverable
157,647
-
0
Prepayments and accrued income
113,989
93,484
418,987
286,184
8
Creditors: amounts falling due within one year
2024
2023
£
£
Trade creditors
264,600
263,738
Amounts owed to group undertakings
25,329,024
25,475,888
Taxation and social security
-
176,016
VAT
206,012
-
Other taxes
35,610
-
Other creditors
44,150
72,525
Accruals and deferred income
723,874
765,667
26,603,270
26,753,834

Amounts due to fellow group undertakings consist of an inter group loan that attracts interest at the rate of 5.75% maturing in 2034.

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
9
Deferred taxation
2024
Movements in the year:
£
Liability at 1 January 2024 (as restated - note 16)
1,511,016
Charged to the profit or loss
(107,902)
Liability at 31 December 2024
1,403,114
10
Called up share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
98
98
100
100
A ordinary shares of £0.01 each
100
100
1
1
Deferred ordinary shares of £0.01 each
100
100
1
1
298
298
100
100

The Company has three classes of shares. Ordinary shares and A ordinary shares give rise to voting rights but no right to fixed income. Deferred Ordinary Shares give rise to distribution rights on return of capital or liquidation, but no right to fixed income or voting rights.

11
Revaluation reserve
as restated
2024
2023
£
£
At the beginning and end of the year
9,107,576
9,107,576

The revaluation reserve relates to the historical revaluations of the tangible fixed assets when they were accounted for in this manner in 2018, along with related movements on deferred tax liabilities.

12
Other reserves
2024
2023
£
£
At the beginning and end of the year
5,136,854
5,136,854

Other reserves relate to the capital contribution which was introduced prior to the acquisition of the company by Pandox AB. Prior to the acquisition there were a number of pre existing intercompany loans totalling an amount of £5,136,854 which had been forgiven and reclassed as capital contributions within equity.

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
13
Profit and loss reserves
as restated
2024
2023
£
£
At the beginning of the year
(12,099,800)
(11,171,565)
Loss for the year
(412,344)
(928,235)
At the end of the year
(12,512,144)
(12,099,800)
14
Pension commitments

The company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. Contributions totaling £12,450 (2023: £4,794) were payable to the fund at the balance sheet date and are included in other creditors.

15
Parent company

The immediate parent undertaking is Pandox UK Holdco Limited, a company registered in England and Wales. Its registered office address is 1 Bartholomew Lane, London, EC2N 2AX.

 

The largest and smallest group to consolidate the results of this company are the group headed by Pandox AB. The ultimate parent undertaking is Pandox AB, a company registered in Box 15, 10120 Stockholm, Sweden. Financial statements for Pandox AB are available from the following website: https://www.pandox.se/ investor-relations/financial-reports-and-presentations.

 

There is no individual ultimate controlling party.

PANDOX BATH LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
16
Prior year restatement

During the 2017 financial year, the company classified its property as an investment property and subsequently reclassified it as a tangible fixed asset on 16 March 2018. During the period the property was classified as an investment property fair value gains were recognised totalling £11,376,296 and disclosed within a revaluation reserve. On reclassification of the property to tangible fixed assets, the fair value of the property at 16 March 2018 of £24,260,000 was adopted as deemed cost, and has subsequently continued to be measured at deemed cost less accumulated depreciation and any impairment losses.

 

In the 2022 accounts, the company recognised a fair value gain in profit and loss of £9,418,040 and related deferred tax in error as this was not in accordance with the company’s accounting policy of measuring its property at depreciated historic cost. Subsequently in the 2023 accounts, the company recognised an impairment loss of £3,841,266 in the profit and loss account and in accumulated depreciation. This charge and the related impact on the deferred tax liability recognised in the company, would not have been required had the fair value gain in 2022 not been recognised in error.

 

Furthermore, when the property was reclassified as a tangible fixed asset, the balance on the revaluation reserve was of £11,376,296 was transferred to the profit and loss account in error. As the property is held at a value that is not historic cost, the company is required maintain a revaluation reserve for the previous fair value uplifts less any subsequent transfers for excess depreciation between the revaluation. The deferred tax liability relating to this fair value gain should be netted against this revaluation reserve. There has been no material movement in this liability since 2022.

 

The company has corrected these errors by way of prior period adjustment. The impact on the comparatives within the financial statements has been as follows:

 

 

 

 

 

 

 

 

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