Bailey Holdings Limited - Period Ending 2023-01-31

BAILEY HOLDINGS LIMITED - Company Information

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Bailey Holdings Limited

Annual Report and Unaudited Financial Statements
Year Ended 31 January 2023

Registration number: 06010084

Bailey Holdings Limited

Contents

Balance Sheet	1 to 2
Notes to the Unaudited Financial Statements	3 to 11
Accountants' Report	12

Bailey Holdings Limited

Balance Sheet

31 January 2023

	Note	2023 £	2022 £
Fixed assets
Tangible assets	4	901,989	1,036,815
Investment property	5	10,606,188	8,433,283
Investments	6	1	1
		11,508,178	9,470,099
Current assets
Debtors	7	112,256	71,877
Cash at bank and in hand		102,953	234,971
		215,209	306,848
Creditors: Amounts falling due within one year	8	(847,220)	(722,888)
Net current liabilities		(632,011)	(416,040)
Total assets less current liabilities		10,876,167	9,054,059
Creditors: Amounts falling due after more than one year	8	(2,497,713)	(2,754,631)
Provisions for liabilities		(1,159,091)	(624,546)
Net assets		7,219,363	5,674,882
Capital and reserves
Called up share capital	10	2	2
Other reserves		3,667,522	2,693,228
Profit and loss account		3,551,839	2,981,652
Total equity		7,219,363	5,674,882

Bailey Holdings Limited

Balance Sheet

31 January 2023

For the financial year ending 31 January 2023 the company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Director's responsibilities:

•	The members have not required the company to obtain an audit of its accounts for the year in question in accordance with section 476; and
•	The director acknowledges his responsibilities for complying with the requirements of the Act with respect to accounting records and the preparation of accounts.

These financial statements have been prepared and delivered in accordance with the special provisions relating to companies subject to the small companies regime within Part 15 of the Companies Act 2006 and the option not to file the Profit and Loss Account has been taken.

Approved and authorised by the director on 25 October 2023

.........................................
M G Bailey
Director

Company Registration Number: 06010084

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

1	General information

The company is a private company limited by share capital, incorporated in England and Wales.

The address of its registered office is:
Venayr Goonearl
Scorrier
Redruth
Cornwall
TR16 5EB

2	Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

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' and the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of Section 1A of FRS102 have been applied other than where additional disclosure is required to show a true and fair view.

The functional and presentational currency for the company is pounds sterling, with values rounded to the nearest pound.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Group accounts not prepared

Bailey Holdings Limited has claimed exemption from the requirement to prepare consolidated financial statements on the basis that it is the parent of a small group.

Revenue recognition

Turnover represents rent and hire charges received by the company.

Turnover is recognised when the company fulfils its contractual obligations to customers by supplying goods and services and excludes value added tax.

Interest receivable is recognised on an accruals basis.

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class	Depreciation method and rate
Plant and machinery	10% - 20% straight line

Investment property

Investment property is carried at fair value which is derived by the Directors. In making this assessment the Directors make use of observable market prices, adjusted if necessary for any difference in the nature, location or condition of the specific asset.

Changes in fair value are recognised in profit or loss.

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

Investments

Investments at the balance sheet date relate to shareholdings in a subsidiary undertaking and are stated at cost.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee.

Assets held under finance leases are recognised at the lower of their fair value at inception of the lease and the present value of the minimum lease payments. These assets are depreciated on a straight-line basis over the shorter of the useful life of the asset and the lease term. The corresponding liability to the lessor is included in the balance sheet as a finance lease obligation.

Lease payments are apportioned between finance costs in the profit and loss account and reduction of the lease obligation so as to achieve a constant periodic rate of interest on the remaining balance of the liability.

Financial instruments

Classification
The company holds the following financial instruments:

• Short term trade and other debtors and creditors;
• Bank loans; and
• Cash and bank balances.

All financial instruments are classified as basic.

Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

Critical judgements and estimation uncertainty

In applying the company’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical
experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The following areas are where the Directors have applied judgement in the preparation of the financial statements:

Valuation of investment properties
As described within the accounting policies, the investment properties are held at the balance sheet date at their market value. The director has applied his professional knowledge of the sector, coupled with discussions with other professionals in evaluating opportunities in order to derive market values.

At the balance sheet date the carrying value of investment property was £10,606,188 (2022 - £8,433,283).

3	Staff numbers

The average number of persons employed by the company (excluding the director) during the year, was 0 (2022 - 0).

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

4	Tangible assets

	Motor vehicles £	Plant and machinery £	Total £
Cost or valuation
At 1 February 2022	1,093,400	259,314	1,352,714
At 31 January 2023	1,093,400	259,314	1,352,714
Depreciation
At 1 February 2022	127,561	188,338	315,899
Charge for the year	109,338	25,488	134,826
At 31 January 2023	236,899	213,826	450,725
Carrying amount
At 31 January 2023	856,501	45,488	901,989
At 31 January 2022	965,839	70,976	1,036,815

Included within the net book value of assets above is £856,501 (2022 - £965,839) in respect of assets acquired under hire purchase agreements.

5	Investment properties

	2023 £
At 1 February 2022	8,433,283
Additions	634,905
Fair value adjustments	1,538,000
At 31 January 2023	10,606,188

The investment properties have been valued by the director.

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

6	Investments

	2023 £	2022 £
Investments in subsidiaries	1	1

Subsidiaries	£
Cost or valuation
At 1 February 2022 and 31 January 2022	1
Carrying amount
At 31 January 2023	1
At 31 January 2022	1

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking	Registered office	Holding	Proportion of voting rights and shares held
			2023	2022
Subsidiary undertakings
Trebletime Limited	Venayr Goonearl, Scorrier, Redruth, Cornwall, TR16 5EB. England and Wales	Ordinary	100%	100%

Subsidiary undertakings

Trebletime Limited

The principal activity of Trebletime Limited is that of a dormant company.

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

Debtors

Current	2023 £	2022 £
Trade debtors	76,241	53,166
Other debtors	36,015	18,711
	112,256	71,877

Creditors

Creditors: amounts falling due within one year

	Note	2023 £	2022 £
Due within one year
Loans and borrowings	9	498,781	402,858
Trade creditors		11,928	4,350
Corporation tax		154,560	153,582
Social security and other taxes		52,687	53,340
Other creditors		20,021	14,174
Accrued expenses		109,243	94,584
		847,220	722,888

Creditors: amounts falling due after more than one year

	Note	2023 £	2022 £
Due after one year
Loans and borrowings	9	2,497,713	2,754,631

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

9	Loans and borrowings

	2023 £	2022 £
Current loans and borrowings
Bank borrowings	231,342	140,573
Hire purchase contracts	267,439	262,285
	498,781	402,858

	2023 £	2022 £
Loans and borrowings due after one year
Bank borrowings	1,386,809	1,370,303
HP and finance lease liabilities	249,681	517,120
Other borrowings	861,223	867,208
	2,497,713	2,754,631

At the balance sheet date the bank loan was secured by a first legal charge over the investment property, a debenture over the other assets, a guarantee for £1.6m provided by RR Transport Limited, a connected undertaking, and a joint guarantee of £100k provided by MG Bailey and K Bailey, Directors.

The hire purchase obligations are secured against the assets to which they relate, as well as a guarantee being provided by Conway Bailey Transport Limited, a connected undertaking.

10	Share capital

Allotted, called up and fully paid shares

	2023		2022
	No.	£	No.	£
Ordinary share capital of £1 each	2	2	2	2

Bailey Holdings Limited

Notes to the Unaudited Financial Statements

Year Ended 31 January 2023

11	Related party transactions

Transactions with the director

The Directors are related parties by virtue of their ownership in the company.

The Directors have provided security of £100,000 in relation to debts due from the company to its bankers.

The Directors had a loan with the company in the year. This loan was unsecured and repayable on demand.

At the balance sheet date the amount due from the Directors was £nil (2022 - £nil) further to advances of £5,985 (2022 - £5,985) and repayments of £5,985 (2022 - £5,985).

12	Non adjusting events after the financial period

On 1 August 2023 the entire share capital of the company was acquired by MGB (Cornwall) Limited as part of a group reconstruction.

13	Parent and ultimate parent undertaking

The company's immediate parent is MGB (Cornwall) Limited, incorporated in England and Wales.

The ultimate controlling party is M G Bailey, by virtue of his controlling interest in MGB (Cornwall) Limited.

Chartered Accountants' Report to the Director on the Preparation of the Unaudited Statutory Accounts of
Bailey Holdings Limited

Year Ended 31 January 2023

In order to assist you to fulfil your duties under the Companies Act 2006, we have prepared for your approval the accounts of Bailey Holdings Limited for the year ended 31 January 2023 as set out on pages 1 to 11 from the company's accounting records and from information and explanations you have given us.

As a practising member firm of the Institute of Chartered Accountants in England and Wales (ICAEW), we are subject to its ethical and other professional requirements which are detailed at
http://www.icaew.com/regulation.

This report is made solely to the Board of Directors of Bailey Holdings Limited, as a body, in accordance with the terms of our engagement letter. Our work has been undertaken solely to prepare for your approval the accounts of Bailey Holdings Limited and state those matters that we have agreed to state to the Board of Directors of Bailey Holdings Limited, as a body, in this report in accordance with ICAEW Technical Release 07/16 AAF. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than Bailey Holdings Limited and its Board of Directors as a body for our work or for this report.

It is your duty to ensure that Bailey Holdings Limited has kept adequate accounting records and to prepare statutory accounts that give a true and fair view of the assets, liabilities, financial position and profit of Bailey Holdings Limited. You consider that Bailey Holdings Limited is exempt from the statutory audit requirement for the year.

We have not been instructed to carry out an audit or a review of the accounts of Bailey Holdings Limited. For this reason, we have not verified the accuracy or completeness of the accounting records or information and explanations you have given to us and we do not, therefore, express any opinion on the statutory accounts.

......................................

Francis Clark LLP
Lowin House
Tregolls Road
Truro
Cornwall
TR1 2NA

25 October 2023