REGISTERED NUMBER:
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REPORT OF THE DIRECTORS AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2021 |
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FOR |
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BRISTOL ACTIVE HOLDINGS LIMITED |
REGISTERED NUMBER:
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REPORT OF THE DIRECTORS AND |
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FINANCIAL STATEMENTS |
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FOR THE YEAR ENDED 31 DECEMBER 2021 |
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FOR |
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BRISTOL ACTIVE HOLDINGS LIMITED |
BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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CONTENTS OF THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2021 |
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Page |
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Company Information | 1 |
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Report of the Directors | 2 |
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Report of the Independent Auditors | 4 |
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Statement of Income and Retained Earnings | 8 |
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Statement of Financial Position | 9 |
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Notes to the Financial Statements | 10 |
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BRISTOL ACTIVE HOLDINGS LIMITED |
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COMPANY INFORMATION |
for the Year Ended 31 December 2021 |
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DIRECTORS: |
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REGISTERED OFFICE: |
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REGISTERED NUMBER: |
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AUDITORS: |
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Statutory Auditor |
Chartered Accountants |
Douglas Bank House |
Wigan Lane |
Wigan |
Lancashire |
WN1 2TB |
BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2021 |
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The directors present their report with the financial statements of the company for the year ended 31 December 2021. |
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PRINCIPAL ACTIVITY |
The principal activity of the company in the year under review was that of a holding company. |
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DIRECTORS |
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Other changes in directors holding office are as follows: |
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GOING CONCERN |
The financial statements have been prepared on a going concern basis because the company and its subsidiary undertaking are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the company will continue as a going concern until the cessation of the contract on 10th February 2037. |
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On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts. |
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QUALIFYING THIRD PARTY INDEMNITY PROVISIONS |
The company has provided qualifying third party indemnity provisions in respect of the board of directors which were in force during the year and at the date of this report. |
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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. |
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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: |
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- | 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. |
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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. |
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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 ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
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AUDITORS |
The auditors, Fairhurst, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
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BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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REPORT OF THE DIRECTORS |
for the Year Ended 31 December 2021 |
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This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies. |
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ON BEHALF OF THE BOARD: |
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REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
BRISTOL ACTIVE HOLDINGS LIMITED |
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Opinion |
We have audited the financial statements of Bristol Active Holdings Limited (the 'company') for the year ended 31 December 2021 which comprise the Statement of Income and Retained Earnings, Statement of Financial Position 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). |
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In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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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. |
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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. |
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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. |
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Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
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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. |
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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. |
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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. |
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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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
BRISTOL ACTIVE HOLDINGS LIMITED |
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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. |
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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. |
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Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page two, 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. |
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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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
BRISTOL ACTIVE HOLDINGS LIMITED |
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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. |
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The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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Extent to which the audit was considered capable of detecting irregularities including fraud |
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Irregularities are instances of non-compliance with laws and regulations. The objectives of our audit are to obtain sufficient appropriate audit evidence regarding compliance with laws and regulations that have a direct effect in the determination of material amounts and disclosures in the financial statement, to perform audit procedures to help identify instances of non-compliance with other laws and regulations that may have a material effect on the financial statements, and to respond appropriately to identified or suspected non-compliance with laws and regulations identified during the audit. |
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In relation to fraud, the objectives of our audit are to identify and assess the risk of material misstatements 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 and to respond appropriately to fraud or suspected fraud identified during the audit. |
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However, it is the primary responsibility of management, with the oversight of those charged with governance, to ensure that the entity's operations are conducted in accordance with the provisions of laws and regulations and for the prevention and detection of fraud. |
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In identifying and addressing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following: |
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The engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations; |
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We obtained an understanding of laws and regulations that affect the company, focusing on those that had a
direct effect on the financial statements or that had a fundamental effect on its operations. As a result of these procedures we consider that the most significant laws and regulations that have a direct impact on the financial statements are FRS 102 and the Companies Act 2006. |
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We assessed the extent of compliance with the laws and regulations identified above through making enquiries of
management, reviewing minutes of meetings and inspecting legal correspondence. |
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In assessing the susceptibility of the company's financial statements to material misstatement, including obtaining and understanding of how fraud might occur; |
- | We gained an understanding of the controls that management have in place to prevent and detect fraud. |
- | We enquired of management about any instances of fraud that had taken place during the year. |
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To address the risk of fraud through management bias and override of controls; |
- | We performed analytical procedures to identify any unusual or unexpected relationships; |
- | We tested journal entries to identify unusual transactions; and |
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We assessed whether judgements and assumptions made in determining the accounting estimates were indicative
of potential bias. |
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Due to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. For example, as with any audit, there remained a higher risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal controls. We are not responsible for preventing fraud or non-compliance with laws and regulations and cannot be expected to detect all fraud and non-compliance with laws and regulations. |
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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. |
REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
BRISTOL ACTIVE HOLDINGS LIMITED |
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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. |
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for and on behalf of
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Statutory Auditor |
Chartered Accountants |
Douglas Bank House |
Wigan Lane |
Wigan |
Lancashire |
WN1 2TB |
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BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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STATEMENT OF INCOME AND |
RETAINED EARNINGS |
for the Year Ended 31 December 2021 |
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2021 | 2020 |
Notes | £ | £ |
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TURNOVER |
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Interest receivable and similar income | 3 |
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Interest payable and similar expenses | 4 | ( |
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PROFIT BEFORE TAXATION |
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Tax on profit | 5 |
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PROFIT FOR THE FINANCIAL YEAR |
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BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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STATEMENT OF FINANCIAL POSITION |
31 December 2021 |
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2021 | 2020 |
Notes | £ | £ | £ | £ |
FIXED ASSETS |
Investments | 6 |
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CURRENT ASSETS |
Debtors | 7 |
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CREDITORS |
Amounts falling due within one year | 8 |
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NET CURRENT ASSETS |
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TOTAL ASSETS LESS CURRENT
LIABILITIES |
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CREDITORS |
Amounts falling due after more than one
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NET ASSETS |
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CAPITAL AND RESERVES |
Called up share capital | 11 |
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SHAREHOLDERS' FUNDS |
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The financial statements were approved by the Board of Directors and authorised for issue on
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BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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NOTES TO THE FINANCIAL STATEMENTS |
for the Year Ended 31 December 2021 |
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1. | STATUTORY INFORMATION |
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Bristol Active Holdings Limited is a
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2. | ACCOUNTING POLICIES |
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Basis of preparing the financial statements |
The financial statements have been prepared under the historical cost convention except for the modification to a fair value basis for certain financial instruments as specified in the accounting policies below, and in accordance with Section 1A of Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and Republic of Ireland for smaller entities and the Companies Act 2006. |
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The Company is the parent undertaking of a small group and as such required by the Companies Act 2006 to prepare group accounts. These financial statements therefore present information about the Company as an individual undertaking and not about its group. |
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The financial statements are prepared in sterling (£) which is the functional currency of the company. |
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Going concern |
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The financial statements have been prepared on a going concern basis because the company and its subsidiary undertaking are continuing to operate in accordance with the financial model of the PFI contract. This indicates that the company will continue as a going concern until the cessation of the contract on 10th February 2037. |
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On this basis and having considered the company's budget and cash flow forecasts, the directors consider that the company has adequate resources to continue in operational existence for the foreseeable future, being a period of not less than 12 months from the date of approval of these financial statements, and therefore adopt the going concern basis in preparing the accounts. |
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Investments in subsidiaries |
Investments in subsidiaries are measured at cost less accumulated impairment. |
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Creditors |
Short term creditors are measured at the transaction price. Other financial liabilities, including loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest rate method. |
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Taxation |
Taxation for the year comprises current and deferred tax. Tax is recognised in the Statement of Income and Retained Earnings, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
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Current or deferred taxation assets and liabilities are not discounted. |
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Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date. |
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Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date. |
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Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference. |
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Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2021 |
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2. | ACCOUNTING POLICIES - continued |
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Finance costs |
Finance costs are charged to the Income statement 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. |
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Interest income |
Interest income is recognised in the Income statement using the effective interest method. |
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Borrowing costs |
All borrowing costs are recognised in the Income statement in the year in which they are incurred. |
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3. | INTEREST RECEIVABLE AND SIMILAR INCOME |
2021 | 2020 |
£ | £ |
Interest receivable |
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4. | INTEREST PAYABLE AND SIMILAR EXPENSES |
2021 | 2020 |
£ | £ |
Interest payable |
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5. | TAXATION |
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Analysis of the tax charge |
No liability to UK corporation tax arose for the year ended 31 December 2021 nor for the year ended 31 December 2020. |
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6. | FIXED ASSET INVESTMENTS |
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2021 | 2020 |
£ | £ |
Shares in group undertakings |
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Loans to subsidiaries |
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Additional information is as follows: |
Shares in |
group |
undertakings |
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COST |
At 1 January 2021 |
and 31 December 2021 |
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NET BOOK VALUE |
At 31 December 2021 |
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At 31 December 2020 |
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BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2021 |
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6. | FIXED ASSET INVESTMENTS - continued |
Loans to |
subsidiaries |
£ |
At 1 January 2021 |
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Repayment in year | ( |
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At 31 December 2021 |
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At 31 December 2021, the company owned the entire share capital of Bristol Active Limited, a company incorporated in England and Wales. The principal activity of the subsidiary company is the construction and management of a leisure facility under a PFI contract. |
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The subordinated loan investment represents an investment in unsecured loan issued to Bristol Active Limited. The loan notes are redeemable by 2037 at a rate of 11.32%. |
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7. | DEBTORS |
2021 | 2020 |
£ | £ |
Amounts falling due within one year: |
Amounts owed by group | 401,799 | 292,606 |
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Amounts falling due after more than one year: |
Amounts owed by group | 2,370,553 | 2,370,553 |
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Aggregate amounts |
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During 2018 an intercompany loan of £2,360,553 was provided to Equitix Leisure Limited. The loan is repayable in 2036 and incurs interest at 3.93%. An interest charge of £109,193 (2020 - £103,972) has been recognised in the income statement. |
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8. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
2021 | 2020 |
£ | £ |
Amounts owed to group | 401,799 | 292,606 |
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CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE
YEAR |
2021 | 2020 |
£ | £ |
Subordinated loan (see note 10) |
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Amounts owed to group | 2,360,553 | 2,360,553 |
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Amounts falling due in more than five years: |
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Repayable by instalments |
Subordinated loan | 2,726,110 | 2,741,234 |
BRISTOL ACTIVE HOLDINGS LIMITED (REGISTERED NUMBER: 06744826) |
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NOTES TO THE FINANCIAL STATEMENTS - continued |
for the Year Ended 31 December 2021 |
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9. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR - continued |
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In 2018 an intercompany loan of £2,360,553 was provided by Bristol Active Limited. The loan is repayable in 2036 and incurs interest at 3.93%. An interest charge of £109,193 (2020: £103,972) has been recognised in the income statement. |
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10. | LOANS |
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An analysis of the maturity of loans is given below: |
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2021 | 2020 |
£ | £ |
Amounts falling due in more than five years: |
Repayable by instalments |
Subordinated loan | 2,726,110 | 2,741,234 |
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The subordinated loan is unsecured and bears interest at 11.32% per annum. The loan will be repaid over a period to 2037. |
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11. | CALLED UP SHARE CAPITAL |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2021 | 2020 |
value: | £ | £ |
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Ordinary shares | £1 | 10,000 | 10,000 |
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12. | RESERVES |
Retained |
earnings |
£ |
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Profit for the year |
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At 31 December 2021 |
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13. | RELATED PARTY DISCLOSURES |
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The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
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14. | ULTIMATE CONTROLLING PARTY |
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The company's immediate parent undertaking is Equitix Leisure Limited, and the ultimate parent undertaking and controlling party is Equitix Fund I LP. |