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| Registered number: 06442584
BAYLIS VENTURES LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
BAYLIS VENTURES LIMITED COMPANY INFORMATION
DIRECTORS | D Mace
| N P Smith
| J Burmester (resigned 30 June 2025)
| R Cliff
COMPANY SECRETARY | N P Smith
REGISTERED NUMBER | 06442584
REGISTERED OFFICE | Churchfields
| Westbury Hill
| Westbury On Trym
| Bristol
| BS9 3AA
INDEPENDENT AUDITORS | Bishop Fleming Audit Limited
| Chartered Accountants & Statutory Auditors
| 10 Temple Back
| Bristol
| BS1 6FL
BAYLIS VENTURES LIMITED CONTENTS
| Page
Directors' report | 1
Directors' responsibilities statement | 2
Independent auditors' report | 3 - 6
Statement of comprehensive income | 7
Statement of financial position | 8
Statement of changes in equity | 9
Notes to the financial statements | 10 - 14
1 BAYLIS VENTURES LIMITED DIRECTORS' REPORT FOR THE YEAR ENDED 30 JUNE 2025 The directors present their report and the financial statements for the year ended 30 June 2025.
PRINCIPAL ACTIVITY
The principal activity of the company is that of an investment property company.
DIRECTORS
The directors who served during the year were:
D Mace
N P Smith
J Burmester (resigned 30 June 2025)
R Cliff
DISCLOSURE OF INFORMATION TO AUDITORS
Each of the persons who are directors at the time when this Directors' report is approved has confirmed that: ∙so far as the director is aware, there is no relevant audit information of which the company's auditors are unaware, and ∙the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditors are aware of that information.
AUDITORS
The auditors, Bishop Fleming Audit Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
SMALL COMPANIES NOTE
In preparing this report, the directors have taken advantage of the small companies exemptions provided by section 415A of the Companies Act 2006. This report was approved by the board and signed on its behalf.
N P Smith Director
Date: 10 March 2026
Churchfields
Westbury Hill
Westbury On Trym
Bristol
BS9 3AA
Page 1
BAYLIS VENTURES LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 30 JUNE 2025 The directors are responsible for preparing the Directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: ∙select suitable accounting policies for the company's financial statements and then apply them consistently; ∙make judgments and accounting estimates that are reasonable and prudent; ∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. Page 2
BAYLIS VENTURES LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDER OF BAYLIS VENTURES LIMITED
OPINION
We have audited the financial statements of Baylis Ventures Limited (the 'company') for the year ended 30 June 2025, which comprise the Statement of comprehensive income, the Statement of financial position, the 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). In our opinion the financial statements: ∙give a true and fair view of the state of the company's affairs as at 30 June 2025 and of its profit for the year then ended; ∙have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and ∙have been prepared in accordance with the requirements of the Companies Act 2006.
BASIS FOR OPINION
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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.
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 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. Page 3
BAYLIS VENTURES LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDER OF BAYLIS VENTURES LIMITED (CONTINUED)
OPINION ON OTHER MATTERS PRESCRIBED BY THE COMPANIES ACT 2006
In our opinion, based on the work undertaken in the course of the audit: ∙the information given in the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and ∙the Directors' report has been prepared in accordance with applicable legal requirements.
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: ∙adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or ∙the financial statements are not in agreement with the accounting records and returns; or ∙certain disclosures of directors' remuneration specified by law are not made; or ∙we have not received all the information and explanations we require for our audit; or ∙the directors were not entitled to prepare the financial statements in accordance with the small companies regime and take advantage of the small companies' exemptions in preparing the Directors' report and from the requirement to prepare a Strategic report.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities statement set out on page 2, 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. Page 4
BAYLIS VENTURES LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDER OF BAYLIS VENTURES LIMITED (CONTINUED)
AUDITORS' RESPONSIBILITIES FOR THE AUDIT OF THE FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue 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 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: We have considered the following: ∙The nature of the industry and sector, control environment and business performance; ∙Results of our enquires of management and directors in relation to their own identification and assessment of the risks of irregularities within the Company; and, ∙Any matters we identified having obtained and reviewed the Company’s documentation of their policies and procedures relating to: identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of non-compliance; detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or alleged fraud; the internal controls established to mitigate risks of fraud or noncompliance with laws and regulations. As a result of these procedures, we have considered the opportunities and incentives that may exist within the organisation for fraud and identified the areas of high risk to be in relation to revenue recognition. In common with all audits under ISAs (UK) we are also required to perform specific procedures to respond to the risk of management override. We have also obtained an understanding of the legal and regulatory frameworks that the Company operates in, focussing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures within the financial statements. The key laws and regulations we considered in this context included the UK Companies Act, Financial Reporting Standard 102 and UK tax legislation. In addition we considered the provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental for the Company’s ability to operate or avoid a material penalty. These included safeguarding regulations, health and safety regulations; employment legislation; and data protection laws. Our audit procedures performed to respond to the risks identified included, but were not limited to: ∙Reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements; ∙Reviewing the financial statement disclosures and testing to supporting documentation to assess the recognition of revenue; ∙Discussions with management, including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; ∙Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; ∙Reviewing board minutes; ∙Identifying and testing journal entries, evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud; and, ∙Challenging assumptions and judgements made by management in their significant accounting estimates. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout Page 5
BAYLIS VENTURES LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDER OF BAYLIS VENTURES LIMITED (CONTINUED) the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from an error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed 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. 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.
USE OF OUR REPORT
This report is made solely to the company's member 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 member 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 member for our audit work, for this report, or for the opinions we have formed. Christopher Trantham MA FCA (Senior statutory auditor) for and on behalf of Bishop Fleming Audit Limited Chartered Accountants Statutory Auditors 10 Temple Back Bristol BS1 6FL 12 March 2026 Page 6
BAYLIS VENTURES LIMITED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 922,701 | 160,952
Cost of sales |  | (50) | (3,927)
GROSS PROFIT |  | 922,651 | 157,025
Administrative expenses |  | (84,727) | (78,822)
Fair value movements |  | - | (1,143,217)
OPERATING PROFIT/(LOSS) |  | 837,924 | (1,065,014)
Interest receivable and similar income |  | 3,305 | 586,321
PROFIT/(LOSS) BEFORE TAX |  | 841,229 | (478,693)
Tax on profit/(loss) | 7 | (210,307) | (166,122)
PROFIT/(LOSS) FOR THE FINANCIAL YEAR |  | 630,922 | (644,815)
There was no other comprehensive income for 2025 (2024:£NIL).
The notes on pages 10 to 14 form part of these financial statements.
Page 7
BAYLIS VENTURES LIMITED REGISTERED NUMBER:06442584 STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
FIXED ASSETS |  |  |  |  |
Investment property | 8 |  | 18,000,000 |  | 18,000,000
|  |  | 18,000,000 |  | 18,000,000
CURRENT ASSETS |  |  |  |  |
Debtors: amounts falling due within one year | 9 | 643,130 |  | 193,255 |
|  | 643,130 |  | 193,255 |
Creditors: amounts falling due within one year | 10 | (20,609,331) |  | (20,790,378) |
NET CURRENT LIABILITIES |  |  | (19,966,201) |  | (20,597,123)
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | (1,966,201) |  | (2,597,123)
NET LIABILITIES |  |  | (1,966,201) |  | (2,597,123)
CAPITAL AND RESERVES |  |  |  |  |
Called up share capital | 11 |  | 10,000 |  | 10,000
Profit and loss account |  |  | (1,976,201) |  | (2,607,123)
|  |  | (1,966,201) |  | (2,597,123)
The company's financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime. The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
N P Smith
Director
Date: 10 March 2026
The notes on pages 10 to 14 form part of these financial statements. Page 8
BAYLIS VENTURES LIMITED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Profit and loss account | Total equity
| £ | £ | £
At 1 July 2023 | 10,000 | (1,962,308) | (1,952,308)
Loss for the year | - | (644,815) | (644,815)
At 1 July 2024 | 10,000 | (2,607,123) | (2,597,123)
Profit for the year | - | 630,922 | 630,922
AT 30 JUNE 2025 | 10,000 | (1,976,201) | (1,966,201)
| The notes on pages 10 to 14 form part of these financial statements.
Page 9
BAYLIS VENTURES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | GENERAL INFORMATION
The principal activity of the company is that of an investment company. Baylis Ventures Limited is a private limited company, incorporated in the United Kingdom and registered in England & Wales. Its registered office is at Churchfields, Westbury Hill, Westbury on Trym, Bristol, BS9 3AA. 2.ACCOUNTING POLICIES
| 2.1 | BASIS OF PREPARATION OF FINANCIAL STATEMENTS
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 management to exercise judgment in applying the company's accounting policies (see note 3). The following principal accounting policies have been applied:
| 2.2 | FINANCIAL REPORTING STANDARD 102 - REDUCED DISCLOSURE EXEMPTIONS
The company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland": ∙the requirements of Section 7 Statement of Cash Flows; ∙the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d). This information is included in the consolidated financial statements of J.T Baylis & Company Limited as at 30 June 2025 and these financial statements may be obtained from Companies House.
| 2.3 | GOING CONCERN
The financial statements have been prepared on a going concern basis. The net liabilities of £1,966,201 shown in the Statement of financial position includes £20,083,750 payable to this company's parent company. The parent company has indicated that it will not demand more than this company can pay, and anticipated cash flows are sufficient to meet the company's other liabilities as they fall due. In the year, the Company has made a profit of £630,922 (2024: Loss of £644,815), due to new tenancy agreements that are now generating sufficient revenues. In this period of transition the directors confirm that the parent company will continue to support the company for a period of at least 12 months from the approval of these financial statements. The directors are therefore not aware of any events or conditions which may cast significant doubt upon the company's ability to continue as a going concern.
| 2.4 | TURNOVER
Turnover represents rents receivable during the year. It 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. Page 10
BAYLIS VENTURES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.5 | OPERATING LEASES: THE COMPANY AS LESSEE
Rentals in respect of property held under operating leases are charged to the Statement of comprehensive income in accordance with the specific terms of the lease and, in the case of other assets, on a straight line basis.
| 2.6 | TAXATION
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. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the company operates and generates income.
| 2.7 | INVESTMENT PROPERTY
Investment property is carried at fair value determined annually and derived from the current market rents and investment property yields for comparable real estate, adjusted if necessary for any difference in the nature, location or condition of the specific asset. No depreciation is provided. Changes in fair value are recognised in the Statement of comprehensive income.
3. | JUDGMENTS IN APPLYING ACCOUNTING POLICIES AND KEY SOURCES OF ESTIMATION UNCERTAINTY
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
4. | TURNOVER
All of the company's turnover in both financial years arose in the United Kingdom.
5. | AUDITORS' REMUNERATION
| During the year, the company obtained the following services from the company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditors for the audit of the company's financial statements | 5,950 | 5,800
| The company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent company.
Page 11
BAYLIS VENTURES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
6. | EMPLOYEES
| The directors of the company are also directors of the parent company and certain fellow subsidiaries. The directors do not believe that it is practicable to apportion payments made by the parent company between their services as directors of Baylis Ventures Limited and their services as directors of the parent company and fellow subsidiaries. The company had no employees during the year other than its directors (2024: NIL).
7. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Current tax on profits for the year | 210,307 | 166,131
| Adjustments in respect of previous periods | - | (9)
|  | 210,307 | 166,122
| TOTAL CURRENT TAX | 210,307 | 166,122
| DEFERRED TAX |  |
| TOTAL DEFERRED TAX | - | -
| TAX ON PROFIT/(LOSS) | 210,307 | 166,122
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is the same as (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit/(loss) on ordinary activities before tax | 841,229 | (478,693)
| Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 210,307 | (119,673)
| EFFECTS OF: |  |
| Chargeable gains/(losses) | - | (848,304)
| Adjustments to tax charge in respect of prior periods | - | (9)
| Movement in deferred tax not recognised | - | 848,304
| Expenses not deductible for tax purposes | - | 285,804
| TOTAL TAX CHARGE FOR THE YEAR | 210,307 | 166,122
Page 12
BAYLIS VENTURES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 7.TAXATION (CONTINUED)
| FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
There are no factors impacting future tax charges.
8. | INVESTMENT PROPERTY
|  | Freehold investment property
|  | £
| VALUATION |
| At 1 July 2024 | 18,000,000
| AT 30 JUNE 2025 | 18,000,000
The 2025 valuations were made by directors of the Company, on an open market value for existing use basis.
| AT 30 JUNE 2025
| If the Investment properties had been accounted for under the historic cost accounting rules, the properties would have been measured as follows:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Historic cost | 21,393,217 | 21,393,217
9. | DEBTORS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade debtors | 834 | -
| Other debtors | 3,470 | 2,970
| Prepayments and accrued income | 638,826 | 190,285
|  | 643,130 | 193,255
Page 13
BAYLIS VENTURES LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
10. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Trade creditors | 2,970 | 19,554
| Amounts owed to group undertakings | 20,083,750 | 20,513,923
| Corporation tax | 375,097 | 256,901
| Accruals and deferred income | 147,514 | -
|  | 20,609,331 | 20,790,378
11. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 10,000 (2024: 10,000) Ordinary shares of £1 each | 10,000 | 10,000
12. | RELATED PARTY TRANSACTIONS
| Advantage has been taken of the exemption available under section 33.1A of FRS 102 not to disclose transactions with other group companies on the basis that the company is a wholly owned subsidiary and the company's parent company produces publicly available consolidated financial statements in which this company is included. No remuneration was paid to key management personnel during the year.
13. | CONTROLLING PARTY
The company is controlled by J.T Baylis & Company Limited, its parent company. Copies of its group financial statements can be obtained from the Registrar of Companies, Crown Way, Cardiff. The ultimate controlling party is The J.T. Baylis Discretionary Settlement.
Page 14