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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2024
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BARD PROPERTY MIDCO LTD
COMPANY INFORMATION
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BARD PROPERTY MIDCO LTD
CONTENTS
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BARD PROPERTY MIDCO LTD
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their strategic report together with the audited financial statements for Bard Property Midco Limited, its immediate holding subsidiary and its two operating subsidiaries (together called “the Group”) for the period ending 31 December 2024. The financial statements are presented in GBP sterling (£), which is the functional currency of the Company and each subsidiary.
The Group is part of the wider Bourne Leisure brand group of companies encompassing the Warner Leisure and Haven brands. The Company was incorporated on 12 July 2023 and the Group commenced trading activities on 28 September 2023 following the 100% share acquisition of two hotel companies: Gold Diamond D Dalmahoy 2005 Ltd (subsequently renamed as Dalmahoy Hotel Limited); and Gold Diamond D Forest of Arden 2005 Ltd (subsequently renamed as Forest of Arden Hotel Limited). At acquisition, Forest of Arden operated under the Marriott global brand. The hotel operation was deflagged from Marriott to become an independent hotel on 31 January 2024. The two operating subsidiaries within the Group therefore both currently trade as independent hotels operating separately under their own brand names: Dalmahoy Hotel & Country Club; and Forest of Arden Hotel & Country Club. Each hotel business will transition into the Warner Leisure Hotels brand in the future.
The principal activity of the Group is the provision of hotel accommodation, together with associated leisure, golf, food & beverage, and meeting/conference facilities, within the United Kingdom.
During the reported period, the Group performed well, and above expectations. The transition from previous ownership to new ownership was executed in line with our plan and operational trading was successfully delivered. Group turnover, including the 2023 stub period post-acquisition, was strong at £34.3m to 31 December 2024 with operating profit at £1.3m. There is no prior year consolidated comparison. Forest of Arden experienced an expected temporary adverse impact on trading during the period of January – April 2024 as a result of the one-off transition work to de-brand the property away from the Marriott brand. The necessary switch over of commercial selling platforms, creating a new website, and system implementation, CRM, etc. detrimentally influenced the total revenue position of this hotel for the early 2024 period. However with the transition being planned to happen in the quieter trading period we did minimise the overall trading impact. Dalmahoy experienced no break in systems, commercial trading or trading platforms, with business continuing as usual throughout the reporting period. The revenue reported in each subsidiary was driven by occupancy and ADR, which were dynamically managed during the reporting period to reflect changing market conditions. Each subsidiary operates in a seasonal industry and market which will influence the publicly displayed daily rates. The loss on ordinary activities before tax was £190,394, reflecting the above mentioned one off acquisition costs and inflationary cost pressures, particularly in food, utilities, and payroll/labour. The latter was driven mainly by competitive market pressures and the UK Government’s increase in the national living wage. Costs were controlled well given external inflationary pressures outside of the hotels’ control. Depreciation and amortisation totalled £1.5m, reflecting ongoing investment into each business, and the carrying value of tangible fixed assets of £34m. The acquisitions were funded by cash equity from the ultimate parent company and an external bank loan. Amounts owed to group undertakings are £21.3m and bank loans are £14.7m as at 31 December 2024.
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BARD PROPERTY MIDCO LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The interest liability under the bank loan was met in full during the financial reporting period from operating cash flows, included in the £1.6m bank interest payable declared.
Future Outlook During the period, the Group saw continued demand for UK hotel accommodation and leisure / golf stays, which has contributed to an operating profit of £1.3m. The directors expect the Group’s trading activities to remain unchanged during the year ending 31 December 2025. The Group remains in a strong position with profits expected to increase in 2025 given both brands will reach maturity and the exceptional rebranding work stream within Forest of Arden will not repeat. Liquidity Risk Liquidity and cash flow risk would reflect an entity encountering difficulty meeting its obligations associated with its financial liabilities and exposure to cash flow volatility as a result of variable and seasonal trading. The Group mitigates its liquidity and cash flow risk by careful management of its cash generation and maintenance, including cash outflow and deployment of capital. Competitive Risk The directors and Hotel Management review the operations of each hotel against a selected group of competitor hotels. These reports allow the Group’s subsidiaries to compare hotel accommodation occupancy percentage, average rate, revenue per available room against the selected competitive group in order to make appropriate business and pricing decisions based upon market information and trends. Currency Risk The Group and each hotel business are affected by the strength of sterling, with a strong sterling adversely impacting the attractiveness of travel and effective resultant price to international guests. There is no material exposure to the foreign price of importing goods or services. All material transactions and financial instruments are denominated in sterling. Credit Risk The Group’s principal financial assets are bank balances and cash, trade and other receivables. The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in the balance sheet are net of allowances for doubtful debts. An allowance for impairment is made where there is an identified loss event which, based upon previous experience is considered to be irrecoverable. To mitigate credit risk, the Group' credit policies are targeted to minimise exposure and such losses, with credit worthiness checks undertaken for customers and deferred terms only granted upon proven and demonstrated appropriate credit payment history. Price Risk The Group is exposed to commodity price risk, particularly in relation to energy commodity costs. The Group manages its exposure to energy commodity costs by using daily dynamic hedging and a blend of fixed / hedged contracts as appropriate dependent upon market movements to optimise certainty of expenditure. Energy efficient strategies and initiatives are actively deployed in each operating business in addition to reduce consumption levels.
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BARD PROPERTY MIDCO LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Principal risks and uncertainties (continued)
Economic Environment The Group operates in a competitive environment influenced by UK Government regulations and the UK economy. Adverse economic and financial market developments could lead to lower revenues and higher costs. Experience shows a recession lessens both leisure and business travel. IT and Cyber Security Risk The Group has various IT systems and applications, the failure or obsolescence of these could impede trading. Failure to implement adequate security and preventative measures could lead to data loss or inability to utilise IT systems for a prolonger period if attached. The IT strategy is focussed on ensuring the long-term stability of operating systems and data security, through using best in class operating systems and data security measures, all whilst keeping pace with changing consumer IT requirements. The Group continues to assess and strengthen IT security to mitigate the increasing risk and sophistication of cyber security threats. People and Succession Risk Attracting and retaining high-calibre team members and investing in their training and development is essential in securing the continued effectiveness, efficiency and sustainability of the Group and its trading activities. Succession planning, market-leading reward and recognition programmes, and career development opportunities are all embedded across the Group and are proactively managed. Other Risks Other risks facing the Group and wider hotel industry include ones that reduce or prevent travel. The continuing threat of terrorism, the Covid pandemic and the economic uncertainty can impact hotel performance. The reliance of hotels on economic growth as well as consumer confidence also plays a role.
The Group seeks to maximise is revenues and optimise its profits conversion through the active management of average daily rates, occupancy, and monitoring the costs associated with each revenue stream.
The Group’s key consolidated financial and other performance indicators during the year were as follows:
∙Turnover: £34.3m
∙Operating profit: £1.3m
∙Profit before tax: £(190k)
∙Profit after tax: £(359k)
∙Shareholders' funds: £(359k)
Revenue and revenue growth are key to measuring shareholder return and the success of the expansion.
Operating profit is the prime indicator used to measure the overall performance of the business.
In the normal course of doing business, the directors monitor non-financial KPIs such as employee engagement, guest satisfaction, market penetration / benchmarking, compliance and Health & Safety.
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BARD PROPERTY MIDCO LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors are aware of their duty under Section 172 of the Companies Act 2006 to act in a way that they consider would be most likely to promote the success of the Group for the benefit of its members as a whole and in doing so consider a number of matters in their detailed decision-making, including:
• The likely consequences of any decision on the longer-term outlook; • The risks posed to the Group and its internal and external stakeholders; • The interests and well-being of the Group’s team; • The impact of our business on the environment and the communities where the Group is present; • The Group’s relationships with its customers and suppliers, and • The importance of the Group’s reputation for high standards of business conduct. Policies and Practices The directors’ objectives continue to be to maximise the long-term value and revenue streams for the Group and ultimate parent’s shareholders, to create secure and rewarding employment for its team members and to deliver a high-quality guest experience at its hotels. The Group aims to deliver sustainable and growing revenue streams from effective and efficient operations, cost structures, and policies. Policies and general practices continue to be routinely assessed to ensure compliance with regulatory and statutory requirements as a minimum and elevated to be in line with industry and market leading best practice wherever possible. Corporate Governance The directors are responsible for determining the Group’s strategy for managing risk and overseeing its systems of internal control. In executing this responsibility, the directors oversee the appointed Hotel Management Company running the day-to-day hotel operations. The Group maintains appropriate standards of corporate governance in order to conduct its business in a prudent and well-organised manner. Social Responsibilities The Group is firmly committed to the principle of Corporate Social Responsibility and each subsidiary takes its community responsibility seriously. The Group supports both local and national organisations and charities with a variety of initiatives during the financial year. The Group also has close working relationships with local colleges and schools in working alongside to mentor individuals and to share knowledge of business and the hospitality industry. Environmental Responsibility The directors recognise that, as a responsible business, it has an obligation to operate in a manner that minimises the Group’s impact on the environment. The Group adheres to relevant environmental legislation in carrying out is business activities and the Group policy is to minimise its contribution to environmental damage through maximising safe recycling, minimal or zero waste to landfill, and reprocessing of waste materials. The Group has been very successful in reducing its levels of water and energy consumption through the use of LED lights, CHP units, HH electricity meters, and proactive daily checks on base temperatures and kitchen appliances. In addition, each hotel property has retained its independent Green Key accreditation. Team Members The Group seeks to engage, recruit, retain, and train talented and astute team members and to become the “employer of choice” in its respective trading locations. The Group strives to provide a safe, inclusive, collaborative, and rewarding working environment where all team members can develop and generate future long-term career opportunities. These objectives are underpinned by various initiatives including transparent communication and actively encouraging feedback from team members, informally and via industry benchmarked employee engagement surveys.
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BARD PROPERTY MIDCO LTD
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Group (continued)
The Group promotes the importance of training, career development and regularly operates training programmes both for employees. The Group is firmly committed to the principles of Diversity and Inclusion. In addition, it places high importance on the well-being of its team members and has clear steps in place to ensure all team members feel supported, particularly in maintaining good mental and physical health, including flexible working if and where the role permits. The Group has various external support services in place for team members to call upon, and operate on a strictly confidential basis, if they so choose. Well-established, regularly reviewed and tested, fire, health, safety and welfare policies are also in place and available to all team members for familiarisation. Team Members are kept appraised of the performance and objectives of the Group and its subsidiaries as appropriate through established routes of briefings, team meetings, and consultations. Employee engagement surveys are conducted no less than annually to provide detailed insight into the views of team members, with detailed action plans created following this feedback for implementation. Business Relationships The Group closely monitors all of its business relationships with customers in order to ensure it provides its guests with an exceptional and consistent level of service. This is monitored through independent systems that summarise in detail the guest reviews received across multiple platforms in a timely manner. Action orientated decisions are taken with each subsidiary following these routine reviews. Each subsidiary also actively engages with its guests during their stay to make use of feedback provided. Relationships with key suppliers are closely monitored to ensure service levels provided remain in line with contractual obligations, market influence, changes to regulations, and best practice. Performance of key suppliers, along with associated risks to the Group are assessed at each opportunity with options for improvement considered where possible. Regular reviews of adherence to key policies such as Modern Slavery and GDPR are undertaken. The Group also meets with key suppliers during the contracted period to ensure any pertinent feedback is implemented to ensure continuity of services at the required standard and price. The Group also continues to assess the risks of any adverse impact on its customers, suppliers, team members, and the environment in which the Group operates as a result of these relationships, or its policies. The Directors, Hotel Management Company, and key hotel personnel are engaged when negotiating terms with key suppliers through tender processes. Decision Making The directors meet monthly and make decisions that promote the success of the Group and its stakeholders, both internal and external. Proposals are discussed in detail, approved, and documented by the directors which ensures key decisions are taken considering the Group’s overall risk management framework.
By order of the board
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BARD PROPERTY MIDCO LTD
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2024
The directors present their report and the financial statements for the period ended 31 December 2024.
The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £358,675.
No dividends were declared or paid in the period.
The directors who served during the period were:
There are no significant future operational developments to disclose. The rebranding of each hotel business into Warner Leisure is not expected to take place in 2025. The Group will continue its operation of each hotel, golf club, and conference venue in the respective Edinburgh and Birmingham areas.
The Group's approach to engagement with suppliers, customers and other stakeholders has been disclosed in the Strategic Report.
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BARD PROPERTY MIDCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Group provides full and fair consideration to disabled individuals for all job vacancies for which they offer themselves as suitable candidates having regard to their particular aptitudes and abilities. Training and career development opportunities are made available to all team members and a policy of inclusiveness is embedded throughout the Group. The Group continues the employment of and arranged suitable training for team members who have become disabled during their employment. The Group also continues to promote the training, career development and career promotion of disabled individuals.
The Parent Company has not disclosed information in respect of greenhouse gas emissions, energy consumption and energy efficiency action as its energy consumption in the United Kingdom for the year is lower than 40,000kWh.
On this basis and both of its subsidiary companies being exempt from the requirements to report on their individual greenhouse gase emissions, energy consumption and energy efficiency, and so can be excluded from the Group's carbon energy reporting, the Group is considered to be exempt from disclosing its carbon energy usage and actions.
The Group repaid its primary bank loan for £15m in full on 15 August 2025 absolving the Group of future associated interest liabilities. This loan repayment is a non-adjusting event in repurchasing the Group’s debt so does not impact the financial statements reported as at 31 December 2024.
The Group appointed new directors in 2025 as part of the legal restructuring undertaken to simplify the Group organisational structure which has subsequently moved these entities under a consolidated Warner brand. The process has separated all trading entities into either the Haven or Warner brand silo within the new structure, but all entities remain under the same parent company and this purely reflects a reporting change within the Group.
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BARD PROPERTY MIDCO LTD
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2024
The auditors, HaysMac LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BARD PROPERTY MIDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD
We have audited the financial statements of Bard Property Midco Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2024, which comprise the Consolidated Income Statement, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.
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 or the 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.
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BARD PROPERTY MIDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.
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BARD PROPERTY MIDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD (CONTINUED)
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 Auditors' 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 Group 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:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations are in respect of food hygiene laws and minimum wage regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
∙inspecting correspondence with regulators and tax authorities;
∙inquiries with management including consideration of known or suspected instances of non-compliance with laws and regulations;
∙reviewing board minutes, legal and professional fees and the website of the Food Standards Agency for evidence of any instances of non-compliance with laws and regulations;
∙evaluating management's controls designed to prevent and detect irregularities;
∙identifying and testing journals, in particular journal entries posted to revenue, postings wiith unusual account combinations, postings with high value transactions or rounded entries; and
∙challenging assumptions and judgements made by management in their critical accounting estimates, particularly in respect of impairment of tangible fixed assets.
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
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BARD PROPERTY MIDCO LTD
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BARD PROPERTY MIDCO LTD (CONTINUED)
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 for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' 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 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 Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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BARD PROPERTY MIDCO LTD
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 31 DECEMBER 2024
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BARD PROPERTY MIDCO LTD
REGISTERED NUMBER: 14997855
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 41 form part of these financial statements.
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BARD PROPERTY MIDCO LTD
REGISTERED NUMBER: 14997855
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 20 to 41 form part of these financial statements.
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BARD PROPERTY MIDCO LTD
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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BARD PROPERTY MIDCO LTD
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2024
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BARD PROPERTY MIDCO LTD
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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BARD PROPERTY MIDCO LTD
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2024
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Bard Property Midco Limited is a private company (registered number: 14997855), limited by share capital, incorporated in England and wales. The registered office address is No1 Park Lane, Hemel Hempstead, Hertfordshire, United Kingdom, HP2 4YL.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Income Statement in these financial statements.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Income Statement from the date on which control is obtained.
Notwithstanding net liabilities of £358,674, the financial statements have been prepared on a going concern basis due to the directors preparing cash flow forecasts for a period of at least 12 months from the date of approval of these financial statements which indicate that the Group will have sufficient funds to meet its liabilities as they fall due for that period.
Therefore in the directors' opinion it is appropriate that the Group prepares these financial statements on a going concern basis.
Page 20
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Revenue from hotel and leisure services is recognised over the period of the guests' stay and any deposits or payments in advance are held as deferred income until the relevant services are provided. Revenue from sales of food and beverages is recognised at the point at which the goods are provided to the customer. Revenue from memberships is recognised over the period of the membership on a straight line basis with any membership fees received in advance of membership periods covering future financial periods being held as deferred income. Other income, which includes sales of golf equipment, is recognised at the point in which risk and reward transfers from the Group to the customer.
Page 21
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Page 22
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Goodwill
Other intangible assets
All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.
The estimated useful lives range as follows:
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:
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.
Page 23
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Basic financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Page 24
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Page 25
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
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 judgements made by management include: Useful lives of tangible fixed assets Depreciation is provided in order to write down to estimated residual value the cost of each asset over its estimated useful economic life. These useful economic lives require the use of management judgement. These estimates are regularly reviewed. Impairment of tangible fixed assets Each cash generating unit (CGU) is reviewed annually for indicators of impairment. In assessing whether an asset has been impaired, the carrying value of the CGU is compared to its recoverable amount. The recoverable amount is the higher of its fair value less costs to sell and its value in use. Where value in use is estimated, this is calculated using a discounted cash flow model, which includes assumptions around future performance and the use of an appropriate discount rate. Future projections are compared to actual performance on a regular basis to assess the accuracy of such projections. Fair value of assets and liabilities following business combinations In applying the requirements of FRS 102 in relation to business combinations, the Group exercises judgment in determining the fair value of assets acquired and liabilities assumed. This involves the use of estimation techniques, particularly where quoted market prices are not available. Accordingly the directors have reviewed the assets and liabilities held by Forest of Arden Hotel Limited and Dalmahoy Hotel Limited to ensure that they are measured at fair value at the date of acquisition. In doing so they have produced directors valuations of the long leasehold properties acquired, which are supported by external third party property valuations subsequent to the acquisition, to determine the fair values of the properties acquired. On the basis of these directors' valuations a fair value uplift of £10.3m has been recognised in respect of the property acquired in Dalmahoy Hotel Limited and a fair value decrease of £67k has been recognised in respect of the property acquired in Forest of Arden Hotel Limited. These property valuations include significant areas of judgement, particularly in respect of assumptions maderegarding future cash flows, discount rates, market conditions, and useful lives. These estimates directly affect the amounts recognised at the acquisition date and may be subject to material adjustment if actual outcomes differ from those anticipated. The impact of any changes in the judgements and estimates would be an alteration to the allocation of the fair value of consideration paid between goodwill, long leasehold property and the deferred tax element of the fair value gain as set out in Note 22.
Page 26
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Analysis of turnover by country of destination:
Page 27
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 28
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 29
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
9.Taxation (continued)
There are no factors that may affect future tax charges.
Page 30
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 31
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 32
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 33
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 34
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 35
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
19.Deferred taxation (continued)
Profit and loss account
Page 36
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
Page 37
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
22.Business combinations (continued)
Page 38
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
22.Business combinations (continued)
Page 39
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
22.Business combinations (continued)
The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £240,847. Contributions totalling £52,044 were payable to the fund at the balance sheet date and are included in creditors.
Page 40
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BARD PROPERTY MIDCO LTD
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2024
The Group appointed new directors in 2025 as part of the legal restructuring undertaken to simplify the Group organisational structure which has subsequently moved these entities under a consolidated Warner brand. The process has separated all trading entities into either the Haven or Warner brand silo within the new structure, but all entities remain under the same parent company and this purely reflects a reporting change within the Group.
The immediate parent undertaking and ultimate controlling party is Bard Topco Limited, a company incorporated in Jersey.
Page 41
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