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| Registered number: 00581564
J.T. BAYLIS & COMPANY LIMITED ANNUAL REPORT AND FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
J.T. BAYLIS & COMPANY LIMITED COMPANY INFORMATION
DIRECTORS | J Burmester (resigned 30 June 2025)
| D J Mace
| N P Smith
| R Cliff
COMPANY SECRETARY | N P Smith
REGISTERED NUMBER | 00581564
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
BANKERS | National Westminster Bank Plc
| North Street
| Bristol
| BS3 1JB
J.T. BAYLIS & COMPANY LIMITED CONTENTS
| Page
Group strategic report | 1 - 2
Directors' report | 3
Directors' responsibilities statement | 4
Independent auditors' report | 5 - 8
Consolidated statement of comprehensive income | 9
Consolidated statement of financial position | 10
Company statement of financial position | 11
Consolidated statement of changes in equity | 12
Company statement of changes in equity | 12
Consolidated statement of cash flows | 13
Notes to the financial statements | 14 - 28
J.T. BAYLIS & COMPANY LIMITED GROUP STRATEGIC REPORT FOR THE YEAR ENDED 30 JUNE 2025
INTRODUCTION
The directors present their strategic report for the period ended 30 June 2025.
BUSINESS REVIEW
The principal activity of the company is that of a holding company. The main activities of the significant subsidiaries in the group are set out below: John Baylis Limited holds a headlease of The Mall Regional Shopping Centre at Cribbs Causeway, Bristol from which it receives a share of the net rents. John Baylis Leisure Limited holds a headlease of The Venue Leisure Park at Cribbs Causeway, Bristol from which it receives a share of the net rents. Baylis Ventures Limited owns a retail park on Fox Den Road, North Bristol, consisting of a Premier Inn hotel, Beefeater restaurant, Aldi supermarket and Costa coffee from which it receives rents.
PRINCIPAL RISKS AND UNCERTAINTIES
The group operates within the commercial property investment market with a high exposure to the retail and leisure sectors. The principal risk to the group is changes to the economic environment which can impact both footfall and sales at any of its investment properties, leading to potential tenant failures, voids and rent reductions. The budget in November introduced changes including amendments to the rates structure which could impact some tenants adversely, creating some uncertainty over future rental revenues, although the directors do not consider these to be material to the business. The directors do not consider there is a significant short-term impact on the group from the economic environment and consider that the group has sufficient resources to continue trading. Further details are included in note 2.3 to these financial statements.
FINANCIAL KEY PERFORMANCE INDICATORS
We consider the key performance indicator to be rents receivable. The Group turnover has remained constant at £9.5m in 2025 (2024: £9.5m). Gross profit increased from £4.6m in 2024 to £5.4m in 2025, reflecting lower Costs of Sales, particularly on The Mall. An increase in the Fair Values of the property portfolio resulted in a Fair value movement in the year of £4.25m. The value of the group’s investment property portfolio increased from £73.7m in 2024 to £77.9m in 2025 as a result of an increase in the overall value of the properties. At 30 June 2025, the Group continued to have a strong financial position maintaining a profit before fair value movements and associated deferred tax of £4.5m (2024 : £4.0m), translating to an operating cash net inflow of £2.9m (2024: £0.9m). If necessary the Group can decide to withhold distributions of surpluses to shareholders to maintain an adequate level of working capital cover. Page 1
J.T. BAYLIS & COMPANY LIMITED GROUP STRATEGIC REPORT (CONTINUED) FOR THE YEAR ENDED 30 JUNE 2025 This report was approved by the board and signed on its behalf.
N P Smith Company Secretary
Date: 10 March 2026
Page 2
1 J.T. BAYLIS & COMPANY 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.
RESULTS AND DIVIDENDS
The profit for the year, after taxation, amounted to £6,611,793 (2024: £6,198,194). Dividends of £1,680,000 (2024: £1,680,000) were paid in the year.
DIRECTORS
The directors who served during the year were:
J Burmester (resigned 30 June 2025)
D J Mace
N P Smith
R Cliff
MATTERS COVERED IN THE STRATEGIC REPORT
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of principal risks and uncertainties.
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 and the Group'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 and the Group'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. 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 3
J.T. BAYLIS & COMPANY LIMITED DIRECTORS' RESPONSIBILITIES STATEMENT FOR THE YEAR ENDED 30 JUNE 2025 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. 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 the Group and of the profit or loss of the Group for that period. 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; ∙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. Page 4
J.T. BAYLIS & COMPANY LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF J.T. BAYLIS & COMPANY LIMITED
OPINION
We have audited the financial statements of J.T. Baylis & Company Limited (the 'parent company') and its subsidiaries (the 'Group') for the year ended 30 June 2025, which comprise the Consolidated statement of comprehensive income, 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). In our opinion the financial statements: ∙give a true and fair view of the state of the Group's and of the parent company's affairs as at 30 June 2025 and of the Group's 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 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.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's 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.
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 5
J.T. BAYLIS & COMPANY LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF J.T. BAYLIS & COMPANY 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 Group strategic report and the Directors' report for the financial year 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.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY EXCEPTION
In the light of the knowledge and understanding of the Group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: ∙adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or ∙the parent company 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.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the Directors' responsibilities statement set out on page 4, 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 Group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent company or to cease operations, or have no realistic alternative but to do so. Page 6
J.T. BAYLIS & COMPANY LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF J.T. BAYLIS & COMPANY 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 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: 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 7
J.T. BAYLIS & COMPANY LIMITED INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF J.T. BAYLIS & COMPANY 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 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. 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 8
J.T. BAYLIS & COMPANY LIMITED CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME FOR THE YEAR ENDED 30 JUNE 2025
| 2025 | 2024
Note | £ | £
Turnover | 4 | 9,512,339 | 9,510,523
Cost of sales |  | (4,073,259) | (4,934,424)
GROSS PROFIT |  | 5,439,080 | 4,576,099
Administrative expenses |  | (518,678) | (534,064)
Fair value movements |  | 4,250,000 | 4,216,783
OPERATING PROFIT | 5 | 9,170,402 | 8,258,818
Interest receivable and similar income | 9 | 42,401 | 712,646
Interest payable and similar expenses | 10 | (455,430) | (307,343)
PROFIT BEFORE TAXATION |  | 8,757,373 | 8,664,121
Tax on profit | 11 | (2,145,580) | (2,465,927)
PROFIT FOR THE FINANCIAL YEAR |  | 6,611,793 | 6,198,194
TOTAL COMPREHENSIVE INCOME FOR THE YEAR |  | 6,611,793 | 6,198,194
PROFIT FOR THE YEAR ATTRIBUTABLE TO: |  |  |
Owners of the parent company |  | 6,611,793 | 6,198,194
|  | 6,611,793 | 6,198,194
The notes on pages 14 to 28 form part of these financial statements.
Page 9
J.T. BAYLIS & COMPANY LIMITED REGISTERED NUMBER:00581564 CONSOLIDATED STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
FIXED ASSETS |  |  |  |  |
Investment property | 16 |  | 77,900,000 |  | 73,650,000
|  |  | 77,900,000 |  | 73,650,000
CURRENT ASSETS |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 3,388,357 |  | 1,778,281 |
Cash at bank and in hand | 18 | 2,428,754 |  | 3,611,405 |
|  | 5,817,111 |  | 5,389,686 |
Creditors: amounts falling due within one year | 19 | (7,044,439) |  | (8,371,947) |
NET CURRENT LIABILITIES |  |  | (1,227,328) |  | (2,982,261)
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 76,672,672 |  | 70,667,739
PROVISIONS FOR LIABILITIES |  |  |  |  |
Deferred taxation | 20 | (4,340,810) |  | (3,267,670) |
|  |  | (4,340,810) |  | (3,267,670)
NET ASSETS |  |  | 72,331,862 |  | 67,400,069
CAPITAL AND RESERVES |  |  |  |  |
Called up share capital | 21 |  | 50,000 |  | 50,000
Investment property reserve | 22 |  | 25,872,973 |  | 22,696,113
Profit and loss account | 22 |  | 46,408,889 |  | 44,653,956
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY |  |  | 72,331,862 |  | 67,400,069
|  |  | 72,331,862 |  | 67,400,069
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 14 to 28 form part of these financial statements. Page 10
J.T. BAYLIS & COMPANY LIMITED REGISTERED NUMBER:00581564 COMPANY STATEMENT OF FINANCIAL POSITION AS AT 30 JUNE 2025
|  | 2025 |  | 2024
Note |  | £ |  | £
FIXED ASSETS |  |  |  |  |
Investments | 15 |  | 30,001 |  | 30,001
|  |  | 30,001 |  | 30,001
CURRENT ASSETS |  |  |  |  |
Debtors: amounts falling due within one year | 17 | 20,155,392 |  | 21,828,154 |
Cash at bank and in hand | 18 | 2,428,754 |  | 3,611,405 |
|  | 22,584,146 |  | 25,439,559 |
Creditors: amounts falling due within one year | 19 | (18,344,526) |  | (19,558,972) |
NET CURRENT ASSETS |  |  | 4,239,620 |  | 5,880,587
TOTAL ASSETS LESS CURRENT LIABILITIES |  |  | 4,269,621 |  | 5,910,588
NET ASSETS |  |  | 4,269,621 |  | 5,910,588
CAPITAL AND RESERVES |  |  |  |  |
Called up share capital | 21 |  | 50,000 |  | 50,000
Profit and loss account | 22 |  | 4,219,621 |  | 5,860,588
|  |  | 4,269,621 |  | 5,910,588
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 14 to 28 form part of these financial statements. Page 11
J.T. BAYLIS & COMPANY LIMITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 30 JUNE 2025
| Called up share capital | Investment property reserve | Profit and loss account | Total equity
| £ | £ | £ | £
At 1 July 2023 | 50,000 | 18,676,113 | 44,155,762 | 62,881,875
Profit for the year | - | - | 6,198,194 | 6,198,194
Dividends: Equity capital | - | - | (1,680,000) | (1,680,000)
Transfer from profit and loss account | - | - | (4,020,000) | (4,020,000)
Transfer to profit and loss account | - | 4,020,000 | - | 4,020,000
At 1 July 2024 | 50,000 | 22,696,113 | 44,653,956 | 67,400,069
Profit for the year | - | - | 6,611,793 | 6,611,793
Dividends: Equity capital | - | - | (1,680,000) | (1,680,000)
Transfer from profit and loss account | - | - | (3,176,860) | (3,176,860)
Transfer to profit and loss account | - | 3,176,860 | - | 3,176,860
AT 30 JUNE 2025 | 50,000 | 25,872,973 | 46,408,889 | 72,331,862
COMPANY 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 | 50,000 | 7,425,946 | 7,475,946
Profit for the year | - | 114,642 | 114,642
Dividends: Equity capital | - | (1,680,000) | (1,680,000)
At 1 July 2024 | 50,000 | 5,860,588 | 5,910,588
Profit for the year | - | 39,033 | 39,033
Dividends: Equity capital | - | (1,680,000) | (1,680,000)
AT 30 JUNE 2025 | 50,000 | 4,219,621 | 4,269,621
Page 12
J.T. BAYLIS & COMPANY LIMITED CONSOLIDATED STATEMENT OF CASH FLOWS FOR THE YEAR ENDED 30 JUNE 2025
|  |  | 2025 | 2024
|  |  | £ | £
CASH FLOWS FROM OPERATING ACTIVITIES |  |
Profit for the financial year | 6,611,793 | 6,198,194
ADJUSTMENTS FOR: |  |
Depreciation of tangible assets | - | 1,567
Interest paid | 455,430 | 307,343
Interest received | (42,401) | (712,646)
Taxation charge | 2,145,580 | 2,465,927
(Increase)/decrease in debtors | (1,610,076) | 592,415
Increase/(decrease) in creditors | 324,074 | (2,876,663)
Net fair value (gains) recognised in P&L | (4,250,000) | (4,216,783)
Corporation tax (paid) | (724,022) | (910,824)
NET CASH GENERATED FROM OPERATING ACTIVITIES | 2,910,378 | 848,530
CASH FLOWS FROM INVESTING ACTIVITIES |  |
Purchase of investment properties | - | (11,114,311)
Interest received | 42,401 | 712,646
NET CASH FROM INVESTING ACTIVITIES | 42,401 | (10,401,665)
CASH FLOWS FROM FINANCING ACTIVITIES |  |
New secured loans | 5,000,000 | 7,000,000
Repayment of loans | (7,000,000) | (5,000,000)
Dividends paid | (1,680,000) | (1,680,000)
Interest paid | (455,430) | (307,343)
NET CASH USED IN FINANCING ACTIVITIES | (4,135,430) | 12,657
(DECREASE) IN CASH AND CASH EQUIVALENTS | (1,182,651) | (9,540,478)
Cash and cash equivalents at beginning of year | 3,611,405 | 13,151,883
CASH AND CASH EQUIVALENTS AT THE END OF YEAR | 2,428,754 | 3,611,405
CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE: |  |
Cash at bank and in hand | 2,428,754 | 3,611,405
| 2,428,754 | 3,611,405
The notes on pages 14 to 28 form part of these financial statements.
Page 13
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
1. | GENERAL INFORMATION
The principal activity of the company and its subsidiaries are set out in the strategic report. The company 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 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 Statement of comprehensive income in these financial statements. The financial statements are prepared in sterling which is the functional currency of the company. The following principal accounting policies have been applied:
| 2.2 | BASIS OF CONSOLIDATION
The consolidated financial statements present the results of the group 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.
| 2.3 | GOING CONCERN
The company operates from a low fixed cost base that is resilient to changes in turnover. The nature of the group is to generate a surplus which can be distributed to the shareholders. The shareholders of the group will not request any distribution that the group is unable to afford. After reviewing the group's forecasts and projections, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The group therefore continues to adopt the going concern basis in preparing its financial statements.
| 2.4 | TURNOVER
Turnover represents rents receivable and development and management services provided during the year. It is recognised to the extent that it is probable that the economic benefits will flow to the group 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 14
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.5 | TANGIBLE FIXED ASSETS
Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management. Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the methods noted below. Depreciation is provided on the following basis:
|  |  |  | Short-term leasehold property | - | 20% straight line basis
|  |  |  | Fixtures and fittings | - | 10-25% reducing balance 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.
| 2.6 | 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 Consolidated statement of comprehensive income.
| 2.7 | VALUATION OF INVESTMENTS
Investments in subsidiaries are measured at cost less accumulated impairment.
| 2.8 | DEBTORS
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
| 2.9 | CASH AND CASH EQUIVALENTS
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
| 2.10 | CREDITORS
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method. Page 15
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.11 | FINANCE COSTS
Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.
| 2.12 | FINANCIAL INSTRUMENTS
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments. Financial instruments are recognised in the Group's Statement of financial position when the Group becomes party to the contractual provisions of the instrument. 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. 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. Derecognition of financial instruments Derecognition of financial assets Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the Page 16
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.12 | FINANCIAL INSTRUMENTS (CONTINUED)
risks and rewards retained. Derecognition of financial liabilities Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
| 2.13 | DIVIDENDS
Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.
| 2.14 | OPERATING LEASES: THE GROUP AS LESSOR
Rental income in respect of property subject to operating leases is credited to the Consolidated statement of comprehensive income in accordance with the specific terms of the lease.
| 2.15 | OPERATING LEASES: THE GROUP AS LESSEE
Rentals in respect of property held under operating leases are charged to the Consolidated 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 over the lease term.
| 2.16 | PENSIONS
DEFINED CONTRIBUTION PENSION PLAN The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Statement of financial position. The assets of the plan are held separately from the Group in independently administered funds.
| 2.17 | INTEREST INCOME
Interest income is recognised in profit or loss using the effective interest method.
| 2.18 | BORROWING COSTS
All borrowing costs are recognised in profit or loss in the year in which they are incurred. Page 17
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 2.ACCOUNTING POLICIES (CONTINUED)
| 2.19 | CURRENT AND DEFERRED TAXATION
The tax expense for the year comprises current and deferred tax. 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 and the Group operate and generate income. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that: ∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; ∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and ∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future. Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
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 turnover arose within the United Kingdom.
5. | OPERATING PROFIT
| The operating profit is stated after charging:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Exchange differences | - | 1,567
| Other operating lease rentals | 42,303 | 34,455
| Defined contribution pension scheme | 15,975 | 17,000
Page 18
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
6. | AUDITORS' REMUNERATION
| During the year, the Group obtained the following services from the company's auditors:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Fees payable to the company's auditors in respect of: |  |
| The audit of the consolidated and parent company's financial statements | 49,500 | 44,500
| Taxation compliance services | 12,400 | 11,400
7. | EMPLOYEES
| Staff costs, including directors' remuneration, were as follows:
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Wages and salaries | 196,333 | 209,540 | 196,333 | 209,540
| Social security costs | 23,760 | 24,012 | 23,760 | 24,012
| Cost of defined contribution scheme | 15,975 | 17,000 | 15,975 | 17,000
|  | 236,068 | 250,552 | 236,068 | 250,552
| The average monthly number of employees, including the directors, during the year was as follows:
|  |  | 2025 | 2024
|  |  | No. | No.
|  | Administration | 4 | 5
8. | DIRECTORS' REMUNERATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Directors' emoluments | 196,333 | 209,540
| Group contributions to defined contribution pension schemes | 15,975 | 17,000
|  | 212,308 | 226,540
| The highest paid director received remuneration of £92,000 (2024: £88,000).
| Pension contributions of £15,975 (2024: £17,000) were made by the group on behalf of directors in the year.
Page 19
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
9. | INTEREST RECEIVABLE
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Other interest receivable | 42,401 | 712,646
|  | 42,401 | 712,646
10. | INTEREST PAYABLE AND SIMILAR EXPENSES
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Bank interest payable | 338,807 | 208,439
| Other loan interest payable | 116,623 | 98,904
|  | 455,430 | 307,343
11. | TAXATION
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| CORPORATION TAX |  |
| Current tax on profits for the year | 1,087,581 | 1,112,633
| Adjustments in respect of previous periods | (15,141) | (9)
|  | 1,072,440 | 1,112,624
| TOTAL CURRENT TAX | 1,072,440 | 1,112,624
| DEFERRED TAX |  |
| Origination and reversal of timing differences | 1,073,140 | 1,353,303
| TOTAL DEFERRED TAX | 1,073,140 | 1,353,303
| TAX ON PROFIT | 2,145,580 | 2,465,927
Page 20
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 11.TAXATION (CONTINUED)
| FACTORS AFFECTING TAX CHARGE FOR THE YEAR
| The tax assessed for the year is lower than (2024: higher than) the standard rate of corporation tax in the UK of 25% (2024:25%). The differences are explained below:
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Profit on ordinary activities before tax | 8,757,373 | 8,664,121
| Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 2,189,343 | 2,166,030
| EFFECTS OF: |  |
| Expenses not deductible for tax purposes | 75 | 287,145
| Fixed asset differences | (3,407) | -
| Income not taxable for tax purposes | (1,144,690) | (1,325,000)
| Adjustments to tax charge in respect of prior periods | (39,618) | -
| Chargeable gains | 1,144,690 | 491,696
| Deferred taxation not recognised | (290,809) | 848,062
| Losses eliminated | 290,280 | -
| Change in tax rates affecting the deferred tax provided on revaluation gains | - | (2,006)
| Marginal relief | (284) | -
| TOTAL TAX CHARGE FOR THE YEAR | 2,145,580 | 2,465,927
| FACTORS THAT MAY AFFECT FUTURE TAX CHARGES
There are no factors impacting future tax charges.
12. | DIVIDENDS
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| Interim dividend paid | 1,680,000 | 1,680,000
|  | 1,680,000 | 1,680,000
13. | PARENT COMPANY PROFIT FOR THE YEAR
The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements. The profit after tax of the parent company for the year was £39,033 (2024: £114,642). Page 21
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
14. | TANGIBLE FIXED ASSETS
| Group and Company
|  | Short-term leasehold property | Fixtures and fittings | Total
|  | £ | £ | £
| COST |  |  |
| At 1 July 2024 | 86,332 | 138,107 | 224,439
| At 30 June 2025 | 86,332 | 138,107 | 224,439
| DEPRECIATION |  |  |
| At 1 July 2024 | 86,332 | 138,107 | 224,439
| At 30 June 2025 | 86,332 | 138,107 | 224,439
| NET BOOK VALUE |  |  |
| At 30 June 2025 | - | - | -
| At 30 June 2024 | - | - | -
Page 22
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
15. | FIXED ASSET INVESTMENTS
| Company
|  | Investments in subsidiary companies
|  | £
| COST |
| At 1 July 2024 | 30,001
| At 30 June 2025 | 30,001
| SUBSIDIARY UNDERTAKINGS
| The following were subsidiary undertakings of the company:
| Name | Class of shares | Holding
| John Baylis Limited | Ordinary | 100%
| John Baylis Leisure Limited | Ordinary | 100%
| Baylis Ventures Limited | Ordinary | 100%
| John Baylis FDR Limited | Ordinary | 100%
| All subsidiaries are held directly and have the registered office of Churchfields, Westbury Hill, Bristol, BS9 3AA
Page 23
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
16. | INVESTMENT PROPERTY
| Group
|  | Freehold investment property | Long term leasehold investment property | Total
|  | £ | £ | £
| VALUATION |  |  |
| At 1 July 2024 | 18,000,000 | 55,650,000 | 73,650,000
| Surplus on revaluation | - | 4,250,000 | 4,250,000
| AT 30 JUNE 2025 | 18,000,000 | 59,900,000 | 77,900,000
The 2025 valuations were made by Cushman & Wakefield, on an open market value for existing use basis.
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
| REVALUATION RESERVES |  |
| At 1 July 2024 | 22,696,113 | 18,676,113
| Net surplus in movement properties | 3,176,860 | 4,020,000
| AT 30 JUNE 2025 | 25,872,973 | 22,696,113
| 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 | 52,622,642 | 52,622,642
|  | 52,622,642 | 52,622,642
Page 24
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
17. | DEBTORS
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Trade debtors | 2,388,427 | 1,406,398 | - | -
| Amounts owed by group undertakings | - | - | 20,083,750 | 20,513,923
| Other debtors | 216,662 | 40,184 | - | 1,180,456
| Prepayments and accrued income | 783,268 | 331,699 | 71,642 | 133,775
|  | 3,388,357 | 1,778,281 | 20,155,392 | 21,828,154
18. | CASH AND CASH EQUIVALENTS
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Cash at bank and in hand | 2,428,754 | 3,611,405 | 2,428,754 | 3,611,405
|  | 2,428,754 | 3,611,405 | 2,428,754 | 3,611,405
19. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
|  | Group | Group | Company | Company
|  | 2025 | 2024 | 2025 | 2024
|  | £ | £ | £ | £
| Bank loans | - | 7,000,000 | - | -
| Other loans | 5,000,000 | - | 5,000,000 | -
| Trade creditors | 800,697 | 939,144 | 2,369 | 5,487
| Amounts owed to group undertakings | - | - | 12,762,195 | 19,372,326
| Corporation tax | 551,632 | 203,214 | 43,796 | -
| Other taxation and social security | 325,481 | 87,535 | 325,481 | 87,535
| Other creditors | 175,685 | 58,624 | 175,685 | 58,624
| Accruals and deferred income | 190,944 | 83,430 | 35,000 | 35,000
|  | 7,044,439 | 8,371,947 | 18,344,526 | 19,558,972
20. | DEFERRED TAXATION
Page 25
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025 20.DEFERRED TAXATION (CONTINUED)
| Group
|  | 2025
|  | £
| At beginning of year | (3,267,670)
| Charged to profit or loss | (1,073,140)
| AT END OF YEAR | (4,340,810)
| Company
|  | 2025
| AT END OF YEAR | -
|  | Group | Group
|  | 2025 | 2024
|  | £ | £
| Accelerated capital allowances | (1,553,848) | (1,543,205)
| Revaluation Gains | (2,786,962) | (1,724,465)
|  | (4,340,810) | (3,267,670)
21. | SHARE CAPITAL
|  |  |  |  | 2025 | 2024
|  |  |  |  | £ | £
|  | ALLOTTED, CALLED UP AND FULLY PAID |  |
|  | 50,000 (2024: 50,000) Ordinary shares of £1.00 each | 50,000 | 50,000
22. | RESERVES
Profit and loss account This includes all current and prior period retained profits and losses, less fair value movements on investment properties, which are transferred each year to the fair value reserve to reflect their non-distributable nature. Investment property reserve This non-distributable reserve includes all current and prior period fair value movements on investment properties, less deferred tax recognised on the net surplus. Page 26
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
23. | PENSION COMMITMENTS
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 group to the fund and amounted to £15,975 (2024: £17,000). Contributions totalling £Nil (2024: £Nil) were payable to the fund at the reporting date and are included in creditors.
24. | COMMITMENTS UNDER OPERATING LEASES
| At 30 June 2025 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
| At 30 June 2025 the group had further commitments under two non-cancellable operating leases for land and buildings. The leases are due to expire in 470 and 472 years. The commitments are dependent upon the amount of rent received from sub-tenants, being a total of £30,000 per annum plus one-third and one-quarter respectively of the net rents received under each lease. As the rents received are variable, it is not possible to exactly quantify the commitment. In the current year this amounted to £2,188,967 (2024: £2,200,793).
25. | RELATED PARTY TRANSACTIONS
| All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the activities of the company are considered to be key management personnel. Total compensation (including remuneration and employers NI and pension contributions) in respect of these individuals for the year was £236,068 (2024: £250,552). The beneficial interest in a majority of the company's issued share capital is held by a trust, The J.T. Baylis Discretionary Settlement ("the Settlement"). Interest of £NIL (2024: £98,904) on the loans has been included in these financial statements, including interest accrued of £NIL (2024: £NIL).
26. | CONTROLLING PARTY
The company is controlled by The J.T. Baylis Discretionary Settlement. Page 27
J.T. BAYLIS & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS FOR THE YEAR ENDED 30 JUNE 2025
27. | ANALYSIS OF NET DEBT
|  | At 1 July 2024 | Cash flows | At 30 June 2025
|  | £ | £ | £
| Cash at bank and in hand | 3,611,405 | (1,182,651) | 2,428,754
| Debt due after 1 year | - | (5,000,000) | (5,000,000)
| Debt due within 1 year | (7,000,000) | 7,000,000 | -
|  | (3,388,595) | 817,349 | (2,571,246)
Page 28