Bath City Football Club Limited - Limited company accounts 25.1

REGISTERED NUMBER: 00176565 (England and Wales)

Report of the Directors and

Financial Statements for the Year Ended 31 May 2025

for

Bath City Football Club Limited

Page

Company Information

1

Report of the Directors

2

Report of the Independent Auditors

4

Income Statement

8

Balance Sheet

9

Notes to the Financial Statements

10

DIRECTORS:

S L Morgan

A Pierce

J Reynolds

P Williams

J Jones

D J Mathews

D T Smith

D A Mcdonagh

D A Norris

SECRETARY:

P Williams

REGISTERED OFFICE:

Twerton Park

Twerton

Bath

Avon

BA2 1DB

REGISTERED NUMBER:

00176565 (England and Wales)

The directors present their report with the financial statements of the company for the year ended 31 May 2025.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

S L Morgan

A Pierce

J Reynolds

P Williams

J Jones

Other changes in directors holding office are as follows:

J R Carlin - resigned 26 April 2025

C White - resigned 30 September 2024

D J Mathews - appointed 1 May 2025

D T Smith - appointed 1 May 2025

D A Mcdonagh and D A Norris were appointed as directors after 31 May 2025 but prior to the date of this report.

N Blofeld ceased to be a director after 31 May 2025 but prior to the date of this report.

GOING CONCERN

The directors have considered the going concern basis of the Company in light of current events affecting the economy within the United Kingdom, and the current status of the Company's external financing arrangements. The directors have considered all aspects of the Company's business when looking at the going concern status.

The finance facilities in place were due to mature in May 2024. Whilst the majority of the loans have been extended for a further 5 years to 31 May 2029, the Company is reliant upon the support of the lenders to not seek repayment of amounts loaned unless the Company has sufficient funds available to do so.

The directors have produced cashflow forecasts for the next 12 months that show a further cash outflow for that period, leaving little headroom in banking facilities. The directors have considered cost saving measures and regularly review financial position of the Company in order to determine which cost saving measures should be implemented and when.

The Company has net current liabilities and net liabilities at the year end, along with a history of recurring losses (notwithstanding the profit made in the year to 31 May 2024), with further losses projected. Notwithstanding this, the directors believe the company has adequate working resources for the next twelve months, along with planned cost saving measures to enable the Company to continue operating for the foreseeable future and meet its day-to-day operating liabilities as they fall due. Therefore, on this expectation, the directors conclude the going concern basis is appropriate.

However, the directors note that due to the uncertainty regarding the future payment of loans as they fall due, there exists a material uncertainty that would result in the going concern basis being inappropriate should the lenders no longer defer the repayment of loans. In this instance, the Company might not be able to realise its assets and discharge its liabilities in the normal course of business.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Report of the Directors and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, Sumer Auditco Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

SIGNED BY ORDER OF THE DIRECTORS:

P Williams - Secretary

26 May 2026

Opinion

We have audited the financial statements of Bath City Football Club Limited (the 'company') for the year ended 31 May 2025 which comprise the Income Statement, Balance Sheet and Notes to the Financial Statements, 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 31 May 2025 and of its loss 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 UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Material uncertainty 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.

In forming our opinion on the financial statements, which is not modified, we have considered the adequacy of the disclosure made in note 2 to the financial statements concerning the company's ability to continue as a going concern. The Company's ability to meet its liabilities as they fall due is dependent upon loans granted to the Company not being called when they fall due. As stated in note 2, these events or conditions, along with other matters as set forth in note 2 indicate that a material uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern.

The financial statements do not include the adjustments that would result if the company were unable to continue as a going concern.

In auditing the financial statements, we have concluded the Directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Other information

The directors are responsible for the other information. The other information comprises the information in the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Report of the Directors 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 Report of the Directors.

We have nothing to report in respect of the following matters where 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' exemption from the requirement to prepare a Strategic Report or in preparing the Report of the Directors.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page three, 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 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.

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 a Report of the Auditors that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The 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

The objectives of our audit in respect of fraud, are; to identify and assess the risks of material misstatement of the financial statements due to fraud; to obtain sufficient appropriate audit evidence regarding the assessed risks of material misstatement due to fraud, through designing and implementing appropriate responses to those assessed risks; and to respond appropriately to instances of fraud or suspected fraud identified during the audit. However, the primary responsibility for the prevention and detection of fraud rests with both management and those charged with governance of the company.

Our approach was as follows:

We obtained an understanding of the legal and regulatory requirements applicable to the company and considered that the most significant are the Companies Act 2006, International Financial Reporting Standards, and UK taxation legislation.

We obtained an understanding of how the company complies with these requirements by discussions with management and those charged with governance.

We assessed the risk of material misstatement of the financial statements, including the risk of material misstatement due to fraud and how it might occur, by holding discussions with management and those charged with governance.

We inquired of management and those charged with governance as to any known instances of non-compliance or suspected non-compliance with laws and regulations.

Based on this understanding, we designed specific appropriate audit procedures to identify instances of non-compliance with laws and regulations. This included making enquiries of management and those charged with governance and obtaining additional corroborative evidence as required.

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 Report of the Auditors.

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 a Report of the Auditors 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.

Simon Cunningham (Senior Statutory Auditor)

for and on behalf of Sumer Auditco Limited

Statutory Auditor

Chartered Accountants

Lennox House

3 Pierrepont Street

Bath

Somerset

BA1 1LB

26 May 2026

TURNOVER

1,006,779

1,018,198

Cost of sales

103,804

107,513

GROSS PROFIT

902,975

910,685

Administrative expenses

961,924

903,940

OPERATING (LOSS)/PROFIT

4

(58,949

)

6,745

Interest receivable and similar income

257

9

(58,692

)

6,754

Interest payable and similar expenses

1,238

2,381

(LOSS)/PROFIT BEFORE TAXATION

(59,930

)

4,373

Tax on (loss)/profit

-

(LOSS)/PROFIT FOR THE FINANCIAL
YEAR

(59,930

)

4,373

FIXED ASSETS

Tangible assets

5

319,761

331,528

CURRENT ASSETS

Stocks

4,706

3,645

Debtors

6

56,592

43,260

Cash at bank and in hand

2,452

56,627

63,750

103,532

CREDITORS

Amounts falling due within one year

7

268,713

351,749

NET CURRENT LIABILITIES

(204,963

)

(248,217

)

TOTAL ASSETS LESS CURRENT
LIABILITIES

114,798

83,311

CREDITORS

Amounts falling due after more than one
year

8

1,168,337

1,076,920

NET LIABILITIES

(1,053,539

)

(993,609

)

CAPITAL AND RESERVES

Called up share capital

800,000

Revaluation reserve

9

231,742

Retained earnings

(2,085,281

)

(2,025,351

)

SHAREHOLDERS' FUNDS

(1,053,539

)

(993,609

)

The financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the Board of Directors and authorised for issue on 26 May 2026 and were signed on its behalf by:

P Williams - Director

1.	STATUTORY INFORMATION

Bath City Football Club Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern

The directors have considered the going concern basis of the Company in light of current events affecting the economy within the United Kingdom, and the current status of the Company's external financing arrangements. The directors have considered all aspects of the Company's business when looking at the going concern status.

The majority of the finance facilities in place were extended for a further 5 years to 31 May 2029. However, the Company is reliant upon the support of the lenders to not seek repayment of amounts loaned unless the Company has sufficient funds available to do so.

The directors have produced cashflow forecasts for the next 12 months that show a further cash outflow for that period, leaving little headroom in banking facilities. The directors have considered cost saving measures and regularly review financial position of the Company in order to determine which cost saving measures should be implemented and when.

The Company has net current liabilities and net liabilities at the year end, along with a history of recurring losses. Further losses are projected in light of the club's relegation at the end of the 2025/26 season. Notwithstanding this, the directors believe the company has adequate working resources for the next twelve months, along with additional cost saving measures to enable the Company to continue operating for the foreseeable future and meet its day-to-day operating liabilities as they fall due. Therefore, on this expectation, the directors conclude the going concern basis is appropriate.

However, the directors note that due to the uncertainty regarding the future payment of loans as they fall due, there exists a material uncertainty that would result in the going concern basis being inappropriate should the lenders no longer defer the repayment of loans. In this instance, the Company might not be able to realise its assets and discharge its liabilities in the normal course of business.

Turnover

Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Fixed assets

The freehold property is recorded at its 2002 valuation less depreciation. The company has taken advantage of the transitional arrangements related to the introduction of FRS 102 to treat that valuation as deemed cost. All other fixed assets are initially recorded at cost.

Depreciation

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

Freehold Property - 2% straight line

Fixtures & Fittings - 10% straight line

Stocks

Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Pension costs and other post-retirement benefits

The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was 27 (2024 - 26 ) .

4.	OPERATING (LOSS)/PROFIT

The operating loss (2024 - operating profit) is stated after charging:

2025

2024

£

Depreciation - owned assets

12,804

12,564

5.	TANGIBLE FIXED ASSETS

Fixtures

Freehold

and

property

fittings

Totals

£

COST

At 1 June 2024

540,372

43,523

583,895

Additions

-

1,037

Disposals

-

(920

)

(920

)

At 31 May 2025

540,372

43,640

584,012

DEPRECIATION

At 1 June 2024

220,105

32,262

252,367

Charge for year

10,434

2,370

12,804

Eliminated on disposal

-

(920

)

(920

)

At 31 May 2025

230,539

33,712

264,251

NET BOOK VALUE

At 31 May 2025

309,833

9,928

319,761

At 31 May 2024

320,267

11,261

331,528

The freehold property was revalued by Osmond Tricks Property Consultants to £500,000 at 13 December 2002. The company applied the transitional arrangements of Section 35 of FRS 102 and used this valuation as deemed cost. The property is being depreciated from the valuation date.

6.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Trade debtors

17,953

14,424

Other debtors

2,680

5,715

Prepayments and accrued income

35,959

23,121

56,592

43,260

7.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2025

2024

£

Bank loans and overdrafts

9,760

17,901

Trade creditors

59,710

39,274

Social security and other taxes

5,162

2,653

VAT

26,067

25,416

Other creditors

71,006

92,830

Directors' loan accounts

-

78,989

Accruals and deferred income

97,008

94,686

268,713

351,749

8.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR

2025

2024

£

Bank loans - 2-5 years

23,416

23,040

Bank loans more 5 yr by instal

-

6,130

Other loans - 2-5 years

496,212

431,302

Other creditors

64,224

65,753

Directors' loan accounts

584,485

550,695

1,168,337

1,076,920

Amounts falling due in more than five years:

Repayable by instalments

Bank loans more 5 yr by instal

-

6,130

The bank loan from National Westminster Bank is secured over the freehold property.

Other creditors of £1,120,986 (2024 £1,046,986) are secured by a fixed and floating charge against the freehold property and undertakings of the company.

9.

RESERVES

Revaluation

reserve

£

At 1 June 2024

and 31 May 2025

231,742

10.	ULTIMATE CONTROLLING PARTY

The company was under the control of Bath City Supporters Society Limited during the year.

11.	TRANSACTIONS WITH THE DIRECTORS

Included in sales are £995 (2024: £1,370) made to A J M Pet Products Limited and £3,850 (2024: £3,800) made to J Reynolds (Western) Limited.. There were no balances outstanding at the year end. Included in creditors at the year end is a loan from Bath City Supporters Society for £74,302 (2024: £74,302).

Included in administrative expenses is £nil (2024: £25,730) of expenditure to J Reynolds (Western) Limited.

The companies are related by way of directors, S Morgan, N Blofeld, J Carlin, C White, DJ Matthews and DT Smith (Bath City Supporters Society) J Reynolds (J Reynolds (Western) Limited) and A Pierce (A J M Pet Products Limited).

The loan account balances of current directors, at the year end were: A Pierce £265,750 (2024: £235,750), P Williams £237,250 (2024: £225,250), J Reynolds £63,695 (2024: £63,695). No interest was charged on the loans.

There were also donations made by directors in the year being A Pierce £13,483 (2024: £3,724), P Williams £7,557 (2024: £3,237) and J Reynolds £1,404 (2024: £1,700).