ACCOUNTS - Final Accounts preparation

OPERATING PROFIT

The operating profit is stated after charging:

J.T.BAYLIS & COMPANY LIMITED - Company Information

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Registered number: 00581564

J.T. BAYLIS & COMPANY LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

J.T. BAYLIS & COMPANY LIMITED

COMPANY INFORMATION

DIRECTORS	J Burmester
	D J Mace
	E Whelan (resigned 31 December 2020)
	M V Windo
	N P Smith (appointed 1 September 2020)


COMPANY SECRETARY	N P Smith


REGISTERED NUMBER	00581564


REGISTERED OFFICE	Churchfields
	Westbury Hill
	Westbury On Trym
	Bristol
	BS9 3AA




INDEPENDENT AUDITORS	Bishop Fleming LLP
	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
Directors' report
Directors' responsibilities statement
Independent auditors' report
Consolidated statement of comprehensive income
Consolidated statement of financial position
Company statement of financial position
Consolidated statement of changes in equity
Company statement of changes in equity
Consolidated Statement of cash flows
Consolidated analysis of net debt
Notes to the financial statements

J.T. BAYLIS & COMPANY LIMITED

GROUP STRATEGIC REPORT

FOR THE YEAR ENDED 31 MAY 2021

INTRODUCTION

The directors present their strategic report for the year ended 31 May 2021.

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. It also owns a freehold office investment property at Cribbs Causeway.
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 the freehold of a motor dealership at Cribbs Causeway, Bristol.

We consider the key performance indicator to be rents receivable.
Rent receivable in the year was £7.2m, down from £7.6m in 2020.
Due to adverse trading conditions caused by the COVID-19 outbreak, the Group has seen reductions in turnover from £7.6m in 2020 to £7.2m in 2021, and subsequent reductions in gross profit from £5.5m in 2020 to £5.1m in 2021.
The impact of the COVID-19 pandemic has affected the valuation of the group's investment property now valued at £65m, down from £87m in 2020.
Despite this, at 31 May 2021, the Group has continued to have a strong financial position maintaining a profit before fair value movements and associated deferred tax of £3.4m (2020: £3.7m), translating to an operating cash net inflows of £3.3m (2020: £4m).
If necessary the Group can decide to withhold distributions of surpluses to shareholders to maintain an adequate level of working capital cover.

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 the impact any economic downturn may have on both footfall and sales at The Mall and The Venue, leading to potential tenant failures, voids and rent reductions. The outbreak of the COVID-19 virus in early 2020 saw the start of this decline that has continued throughout the financial year ending 31 May 2021.
The directors have considered the short-term impact on the group and although there has been and will continue to be a reduction in net rents receivable the group has sufficient resources to continue trading.
The loss of footfall has had a significant financial impact on the tenants, many of whom are seeking to re-negotiate lease terms, which is likely to result in a long-term reduction in rental revenues for the group.
With the current uncertainty in the economy, the directors are aware that any plans for the future development of the business are subject to evolving circumstances, particularly as a result of the COVID-19 outbreak, which may involve unforeseen events outside the directors’ control. The directors will continue to monitor events and react in order to sustain the group.
Further details are included in note 2.3 to these financial statements.

J.T. BAYLIS & COMPANY LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE YEAR ENDED 31 MAY 2021

This report was approved by the board and signed on its behalf.

N P Smith

Company Secretary

Date: 31 January 2022

J.T. BAYLIS & COMPANY LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 MAY 2021

The directors present their report and the financial statements for the year ended 31 May 2021.

RESULTS AND DIVIDENDS

The loss for the year, after taxation, amounted to £14,694,588 (2020: loss £32,622,995).

The underlying profit before revaluations ws £3,397,975 (2020: £3,739,723).
Dividends of £2,825,000 (2020: £2,800,000) were paid in the year.

DIRECTORS

The directors who served during the year were:

J Burmester

D J Mace

E Whelan (resigned 31 December 2020)

M V Windo

N P Smith (appointed 1 September 2020)

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 LLP, 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

Secretary

Date: 31 January 2022

J.T. BAYLIS & COMPANY LIMITED

DIRECTORS' RESPONSIBILITIES STATEMENT

FOR THE YEAR ENDED 31 MAY 2021

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.

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 31 May 2021, which comprise the Group Statement of comprehensive income, the Group and company Statements of financial position, the Group Statement of cash flows, the Group and 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 31 May 2021 and of the Group's 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 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.

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 , 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.

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 Group and Company; and,

∙Any matters we identified having obtained and reviewed the Group and 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 Group and 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 the audit.

J.T. BAYLIS & COMPANY LIMITED

INDEPENDENT AUDITORS' REPORT TO THE SHAREHOLDERS OF J.T. BAYLIS & COMPANY LIMITED (CONTINUED)

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.

Joseph Scaife FCA (Senior statutory auditor)

for and on behalf of

Bishop Fleming LLP

Chartered Accountants

Statutory Auditors

10 Temple Back

Bristol

BS1 6FL

1 February 2022

J.T. BAYLIS & COMPANY LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 31 MAY 2021

	2021	2020
Note	£	£


Turnover	4	7,154,612	7,641,126
Cost of sales		(2,011,004)	(2,131,959)
GROSS PROFIT		5,143,608	5,509,167
Administrative expenses		(667,249)	(588,543)
Fair value movements of investment properties		(21,750,000)	(43,086,500)
OPERATING LOSS	5	(17,273,641)	(38,165,876)
Interest receivable and similar income	9	522	20,297
Interest payable and expenses	10	(312,917)	(343,730)
LOSS BEFORE TAXATION		(17,586,036)	(38,489,309)
Tax on loss	11	2,891,448	5,866,314
LOSS FOR THE FINANCIAL YEAR		(14,694,588)	(32,622,995)



TOTAL COMPREHENSIVE INCOME FOR THE YEAR	(14,694,588)	(32,622,995)

(Loss) for the year attributable to:
Owners of the parent company	(14,694,588)	(32,622,995)
	(14,694,588)	(32,622,995)

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

REGISTERED NUMBER:00581564

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

AS AT 31 MAY 2021

		2021		2020
Note		£		£

FIXED ASSETS
Tangible assets	14		15,332		22,582
Investment property	16		65,400,000		87,150,000
			65,415,332		87,172,582
CURRENT ASSETS
Debtors: amounts falling due after more than one year	17	55,425		-
Debtors: amounts falling due within one year	17	2,186,411		575,178
Cash at bank and in hand	18	5,864,108		7,329,241
		8,105,944		7,904,419
Creditors: amounts falling due within one year	19	(1,686,653)		(2,065,353)
NET CURRENT ASSETS			6,419,291		5,839,066
TOTAL ASSETS LESS CURRENT LIABILITIES			71,834,623		93,011,648
Creditors: amounts falling due after more than one year	20		(10,000,000)		(10,000,000)
PROVISIONS FOR LIABILITIES
Deferred taxation	21		(1,925,007)		(5,582,444)
NET ASSETS			59,909,616		77,429,204

CAPITAL AND RESERVES
Called up share capital	22	50,000	50,000
Investment property reserve	23	20,276,830	37,995,923
Profit and loss account	23	39,582,786	39,383,281
EQUITY ATTRIBUTABLE TO OWNERS OF THE PARENT COMPANY		59,909,616	77,429,204
		59,909,616	77,429,204

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D J Mace	N P Smith
Director	Director

Date: 31 January 2022

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

REGISTERED NUMBER:00581564

COMPANY STATEMENT OF FINANCIAL POSITION

AS AT 31 MAY 2021

		2021		2020
Note		£		£

FIXED ASSETS
Tangible assets	14		15,332		22,582
Investments	15		30,001		30,001
			45,333		52,583
CURRENT ASSETS
Debtors: amounts falling due within one year	17	4,729,628		4,726,682
Cash at bank and in hand	18	5,854,755		7,329,241
		10,584,383		12,055,923
Creditors: amounts falling due within one year	19	(7,121,474)		(5,842,398)
NET CURRENT ASSETS			3,462,909		6,213,525
TOTAL ASSETS LESS CURRENT LIABILITIES			3,508,242		6,266,108
NET ASSETS			3,508,242		6,266,108

CAPITAL AND RESERVES
Called up share capital	22	50,000	50,000
Profit and loss account	23	3,458,242	6,216,108
		3,508,242	6,266,108

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

D J Mace	N P Smith
Director	Director

Date: 31 January 2022

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2021

	Called up share capital	Investment property reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 June 2020	50,000	37,995,923	39,383,281	77,429,204
Comprehensive income for the year
Loss for the year	-	-	(14,694,588)	(14,694,588)
Total comprehensive income for the year	-	-	(14,694,588)	(14,694,588)
Dividends: Equity capital	-	-	(2,825,000)	(2,825,000)
Transfer from investment property reserve	-	-	17,719,093	17,719,093
Transfer to profit and loss account	-	(17,719,093)	-	(17,719,093)
At 31 May 2021	50,000	20,276,830	39,582,786	59,909,616

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2020

	Called up share capital	Investment property reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 June 2019	50,000	74,226,583	38,575,616	112,852,199
Comprehensive income for the year
Loss for the year	-	-	(32,622,995)	(32,622,995)
Total comprehensive income for the year	-	-	(32,622,995)	(32,622,995)
Dividends: Equity capital	-	-	(2,800,000)	(2,800,000)
Transfer from investment property reserve	-	-	36,230,660	36,230,660
Transfer to profit and loss account	-	(36,230,660)	-	(36,230,660)
At 31 May 2020	50,000	37,995,923	39,383,281	77,429,204

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2021

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 June 2020	50,000	6,216,108	6,266,108
Comprehensive income for the year
Profit for the year	-	67,134	67,134
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-	67,134	67,134
Contributions by and distributions to owners
Dividends: Equity capital	-	(2,825,000)	(2,825,000)
At 31 May 2021	50,000	3,458,242	3,508,242

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 MAY 2020

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 June 2019	50,000	6,222,306	6,272,306
Comprehensive income for the year
Profit for the year	-	2,793,802	2,793,802
PROFIT AND TOTAL COMPREHENSIVE INCOME FOR THE YEAR	-	2,793,802	2,793,802
Contributions by and distributions to owners
Dividends: Equity capital	-	(2,800,000)	(2,800,000)
At 31 May 2020	50,000	6,216,108	6,266,108

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED 31 MAY 2021

			2021	2020
			£	£

CASH FLOWS FROM OPERATING ACTIVITIES
Profit / (loss) for the financial year	(14,694,588)	(32,622,995)
ADJUSTMENTS FOR:
Depreciation of tangible assets	7,250	7,624
Interest paid	297,870	343,730
Interest received	(522)	(20,297)
Taxation charge	(2,891,448)	(5,866,314)
(Increase)/decrease in debtors	(1,591,755)	1,182,741
Increase/(decrease) in creditors	555,410	(535,033)
Net fair value losses recognised in P&L	21,750,000	43,086,500
Corporation tax (paid)	(75,002)	(1,620,000)
NET CASH GENERATED FROM OPERATING ACTIVITIES	3,357,215	3,955,956

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of investment properties	-	(16,500)
Interest received	522	20,297
NET CASH FROM INVESTING ACTIVITIES	522	3,797
CASH FLOWS FROM FINANCING ACTIVITIES
New secured loans	5,000,000	-
Repayment of other loans	(6,700,000)	(80,000)
Dividends paid	(2,825,000)	(2,800,000)
Interest paid	(297,870)	(343,730)
NET CASH USED IN FINANCING ACTIVITIES	(4,822,870)	(3,223,730)
(DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS	(1,465,133)	736,023
Cash and cash equivalents at beginning of year	7,329,241	6,593,218
CASH AND CASH EQUIVALENTS AT THE END OF YEAR	5,864,108	7,329,241

CASH AND CASH EQUIVALENTS AT THE END OF YEAR COMPRISE:
Cash at bank and in hand	5,864,108	7,329,241
	5,864,108	7,329,241

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE YEAR ENDED 31 MAY 2021


At 1 June 2020	Cash flows	At 31 May 2021
£	£	£

Cash at bank and in hand	7,329,241	(1,465,133)	5,864,108
Debt due after 1 year	(10,000,000)	-	(10,000,000)
Debt due within 1 year	(1,700,000)	1,700,000	-
	(4,370,759)	234,867	(4,135,892)

The notes on form part of these financial statements.

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

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

As described further in the strategic report, the directors have considered the current COVID 19 situation. The group 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 J.T. Baylis Discretionary Settlement. The J.T. Baylis Discretionary Settlement 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.

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.

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

2.ACCOUNTING POLICIES (continued)

2.5

TANGIBLE FIXED ASSETS (CONTINUED)

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.

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 only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

2.ACCOUNTING POLICIES (continued)

2.12

FINANCIAL INSTRUMENTS (CONTINUED)

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.

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

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.

TURNOVER

All turnover arose within the United Kingdom.

Depreciation of tangible fixed assets	7,250	7,624
Operating lease rentals	49,305	45,978
Defined contribution pension cost	8,500	6,000

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

6.	AUDITORS' REMUNERATION
		2021	2020
		£	£

	Fees payable to the Group's auditor for the audit of the Group's annual accounts	23,850	23,560

7.	EMPLOYEES
	Staff costs, including directors' remuneration, were as follows:

Group	Group	Company	Company
2021	2020	2021	2020
£	£	£	£


Wages and salaries	269,939	179,962	269,939	179,962
Social security costs	18,271	16,513	18,271	16,513
Cost of defined contribution scheme	8,500	6,000	8,500	6,000
	296,710	202,475	296,710	202,475

The average monthly number of employees, including the directors, during the year was as follows:

	2021	2020
	No.	No.

Administration	5	5

8.	DIRECTORS' REMUNERATION
		2021	2020
		£	£

	Directors' emoluments	213,208	143,927

The highest paid director received remuneration of £85,927 (2020: £85,927).

No pension contributions were made by the group on behalf of directors in either year.

9.	INTEREST RECEIVABLE
		2021	2020
		£	£

Other interest receivable

522

20,297

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

10.	INTEREST PAYABLE AND SIMILAR EXPENSES
		2021	2020
		£	£

Bank interest payable	46,417	-
Other loan interest payable	266,500	343,730
	312,917	343,730

CORPORATION TAX
Current tax on profits for the year	765,989	853,875
Adjustments in respect of previous periods	-	3,593

TOTAL CURRENT TAX	765,989	857,468

DEFERRED TAX
Origination and reversal of timing differences	(5,420,314)	(8,171,573)
Changes to tax rates	1,762,877	1,447,791
TOTAL DEFERRED TAX	(3,657,437)	(6,723,782)


	TAXATION ON LOSS ON ORDINARY ACTIVITIES	(2,891,448)	(5,866,314)

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

11.TAXATION (CONTINUED)

Profit on ordinary activities before tax

(17,586,036)

(38,489,309)

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2020: 19%)	(3,341,347)	(7,312,967)
EFFECTS OF:
Expenses not deductible for tax purposes	612	-
Utilisation of tax losses	-	(50)
Adjustments to tax charge in respect of prior periods	-	3,593
Deferred taxation not recognised	(12,713)	19,301
Change in tax rates affecting the deferred tax provided on revaluation gains	462,000	1,423,809
TOTAL TAX CHARGE FOR THE YEAR	(2,891,448)	(5,866,314)

FACTORS THAT MAY AFFECT FUTURE TAX CHARGES

The UK corporation tax rate will rise from 19% to 25% in 2023 and this was substantively enacted on 15 June 2021. Accordingly, this rate will be used to measure any deferred tax assets and liabilities in future reporting periods.
A deferred tax asset has not been recognised in respect of tax losses carried forward in the parent company and group of £1,169,000 (2020: £1,169,000) on the grounds that it is unlikely that sufficient taxable profits will be recognised in the near future in order to utilise the losses.

12.	DIVIDENDS
		2021	2020
		£	£

Interim dividend paid

2,825,000

2,800,000

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 £67,134 (2020: £2,793,802).

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

14.	TANGIBLE FIXED ASSETS
	Group

	Short-term leasehold property	Fixtures and fittings	Total
	£	£	£
COST
At 1 June 2020	86,332	149,919	236,251
At 31 May 2021	86,332	149,919	236,251
DEPRECIATION
At 1 June 2020	86,332	127,337	213,669
Charge for the year on owned assets	-	7,250	7,250
At 31 May 2021	86,332	134,587	220,919
NET BOOK VALUE
At 31 May 2021	-	15,332	15,332
At 31 May 2020	-	22,582	22,582

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

14.TANGIBLE FIXED ASSETS (CONTINUED)

	Company

	Short-term leasehold property	Fixtures and fittings	Total
	£	£	£
COST
At 1 June 2020	86,332	138,107	224,439
At 31 May 2021	86,332	138,107	224,439
DEPRECIATION
At 1 June 2020	86,332	115,525	201,857
Charge for the year on owned assets	-	7,250	7,250
At 31 May 2021	86,332	122,775	209,107
NET BOOK VALUE
At 31 May 2021	-	15,332	15,332
At 31 May 2020	-	22,582	22,582

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

15.	FIXED ASSET INVESTMENTS

	Company

		Investments in subsidiary companies
		£
	COST
	At 1 June 2020	30,001
	At 31 May 2021	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%

All subsidiaries are held directly and have the registered office of Churchfields, Westbury Hill, Bristol, BS9 3AA

16.	INVESTMENT PROPERTY
	Group

	Freehold investment property	Long term leasehold investment property	Total
	£	£	£
VALUATION
At 1 June 2020	15,100,000	72,050,000	87,150,000
Surplus on revaluation	-	(21,750,000)	(21,750,000)
AT 31 MAY 2021	15,100,000	50,300,000	65,400,000

The 31 May 2021 valuations of the long term leasehold investment property were made by Cushman & Wakefield, independent valuers on an open market existing use basis. The freehold investment property was valued by the Directors on 31 May 2021 an open market existing use basis.

If investment property was included in the Statement of financial position at historic cost, then the carrying amount would be £43,689,826 (2020: £43,689,826).

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

17.	DEBTORS
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

DUE AFTER MORE THAN ONE YEAR
Prepayments and accrued income	55,425	-	-	-
	55,425	-	-	-

Group	Group	Company	Company
2021	2020	2021	2020
£	£	£	£

DUE WITHIN ONE YEAR
Trade debtors	-	909	-	909
Amounts owed by group undertakings	-	-	4,248,943	4,308,781
Other debtors	426,273	361,697	426,271	361,697
Prepayments and accrued income	1,760,138	212,572	54,414	55,295
	2,186,411	575,178	4,729,628	4,726,682

18.	CASH AND CASH EQUIVALENTS
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

	Cash at bank and in hand	5,864,108	7,329,241	5,854,755	7,329,241

19.	CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£

Other loans	-	1,700,000	-	-
Trade creditors	14,354	3,561	14,354	1,764
Amounts owed to group undertakings	-	-	6,890,348	5,669,017
Corporation tax	765,890	-	-	-
Other taxation and social security	181,772	163,020	181,772	146,130
Other creditors	7,315	-	-	-
Accruals and deferred income	717,322	198,772	35,000	25,487
	1,686,653	2,065,353	7,121,474	5,842,398

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

20.	CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR
		Group	Group
		2021	2020
		£	£

Bank loans	5,000,000	-
Other loans	5,000,000	10,000,000
	10,000,000	10,000,000

The bank loan of £5m is a revolving facility secured by a debenture over the underlease of the principal investment property in John Baylis Limited, a subsidairy undertaking. Interest is charged at 2.2% above LIBOR per annum and the facility expires 1 November 2024.
The other loan of £5m is secured by a fixed charge over investment property in Baylis Ventures Limited, a subsidiary undertaking, in favour of J. T. Baylis Discretionary Settlement, the ultimate controlling party. The loan is repayable in February 2024.

21.	DEFERRED TAXATION
	Group

		2021
		£

	At beginning of year	(5,582,444)
	Charged to profit or loss	3,657,437
	AT END OF YEAR	(1,925,007)

		Group	Group
		2021	2020
		£	£

Accelerated capital allowances	1,501,700	1,128,228
Revaluation gains	423,307	4,454,216
	1,925,007	5,582,444

22.	SHARE CAPITAL
		2021	2020
		£	£

ALLOTTED, CALLED UP AND FULLY PAID

50,000 (2020: 50,000) Ordinary shares of £1 each	50,000	50,000

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

23.

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.

24.	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 £8,500 (2020: £6,000). Contributions totalling £Nil (2020: £Nil) were payable to the fund at the reporting date and are included in creditors.

25.	COMMITMENTS UNDER OPERATING LEASES
	At 31 May 2021 the Group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2021	2020	2021	2020
		£	£	£	£


Not later than 1 year	-	31,140	-	31,140
	-	31,140	-	31,140

At 31 May 2021 the group had further commitments under two non-cancellable operating leases for land and buildings. The leases are due to expire in 474 and 476 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 £2,011,004 (2020: £2,131,959).

26.

RELATED PARTY TRANSACTIONS

All directors and certain senior employees who have authority and responsibility for planning, directing and controlling the actitivies 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 £231,479 (2020: £159,358). Additionally, fees of £4,350 (2020: £90,775) were charged to the group by members of key management personnel or companies that they control during the year, of which £Nil (2020: £1,800) was owed by the group at the year end.
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"). At the year end, loans outstanding from the Settlement to the group stood at £5,000,000 (2020: £11,700,000), including £5,000,000 (2020: £10,000,000) due after more than one year. Interest of £266,637 (2020: £347,730) on the loans has been included in these financial statements, including interest accrued of £12,740 (2020: £29,089).

J.T. BAYLIS & COMPANY LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 MAY 2021

27.	CONTROLLING PARTY

The company is controlled by The J.T. Baylis Discretionary Settlement.