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High Road Restaurants Group Holdco Limited

Annual Report and Consolidated Financial Statements
Period from 28 June 2021 to 26 June 2022

Registration number: 10482231

 

High Road Restaurants Group Holdco Limited

Contents

Company Information

1

Strategic Report

2 to 5

Directors' Report

6

Statement of Directors' Responsibilities

7

Independent Auditor's Report

8 to 10

Consolidated Profit and Loss Account

11

Consolidated Balance Sheet

12

Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Notes to the Financial Statements

17 to 35

 

High Road Restaurants Group Holdco Limited

Company Information

Directors

G I Henderson-Londono

G V Lloyd-Jones

G Morrison

Registered office

Nower End
Nower Road
Dorking
Surrey
RH4 3BX

Auditors

PKF Francis Clark
Statutory Auditor
90 Victoria Street
Redcliffe
Bristol
BS1 6DP

 

High Road Restaurants Group Holdco Limited

Strategic Report

period from 28 June 2021 to 26 June 2022

The directors present their strategic report for the period from 28 June 2021 to 26 June 2022.

Principal activity

The principal activity of the group is that of a holding company

Review of the business

High Road Restaurants Group Holdco Ltd was incorporated on 16 of November 2016 to affect the acquisition of the Koh Thai Tapas group of Thai restaurants. On 6 February 2018 it acquired the Buenos Aires steak restaurant group.

The sole purpose of the company is to oversee the running of these restaurants with a view to growing them across the UK and therefore generate significant returns to shareholders.

Buenos Aires, and its sister brand Buenasado (collectively referred to as “BA”), operates nine restaurants in the south of England. Four restaurants are situated within the South West London suburbs; Chiswick, Richmond, Walton on Thames and Wimbledon. A further three are situated further around the M25; Reigate, Horsham and Bluewater (opened during October 2022). It’s other two restaurants are in Reading and Bristol (opened in May 2022).

During September 2020, in response to the financial effects of the coronavirus, Koh Thai (made up of Koh (UK) Limited, Koh Noi Limited, and Koh Noi (Christchurch) Limited) was placed into administration with The Thai Tapas Group Limited going ito liquidationin October 2022.

In September 2020, a new subsidiary, High Road Thai Restaurants Limited (‘HRTR”) was set up and, with funding provided by Santander, it acquired the trademarks and assets of three Koh Thai restaurants; Bournemouth, Lilliput and Southsea, from the Liquidators.

During May 2021, HRTR acquired a further site in Lymington which opened on 28 July 2021.

Following a year of continued strong performance within the Koh Thai business, the company acquired its fifth site at Port Solent Marina. The restaurant reflects a new direction in terms of design whilst retaining all other elements including the menus. The restaurant opened on Good Friday, 15 April 2022. Although it has traded well, footfall at the scheme is lower than previous years, undermining the site’s immediate profitability.

The invasion of Ukraine, supply led inflation and continued increases in interest rates has negatively impacted the mood of the consumer. This was felt earlier on the south coast and as of Summer 2023 was also being felt by some of the regional BA sites.

 

High Road Restaurants Group Holdco Limited

Strategic Report

period from 28 June 2021 to 26 June 2022

During the period ended 26 June 2022, the group generated sales from restaurant activities of £10.75m (2021 - £3.5m) generating an operating profit of £0.3m (2021 – operating loss of £0.6m), and a loss before tax of £0.9m (2021 - £0.9m).

During the period ended 26 June 2022, the group generated positive EBITDA of £829,884 (2021 - negative EBITDA of £143,401).

Non-cash adjustments during the period were as follows:

Notional interest on non-market rate loans: £784,915 (2021 - £1,017,598)

Capitalised interest on market rate loans: £421,063 (2021 - £Nil)

Amortisation of intangible fixed assets: £319,146 (2021 - £318,896)

Write off of goodwill on disposal of subsidiaries: £Nil (2021 - £6,444,172)

Depreciation of tangible fixed assets: £177,900 (2021 - £161,034)

Write off of tangible fixed assets on disposal of subsidiaries: £Nil (2021 - £3,573,165)

It is noted that these financial statements do not include profits, losses, assets or liabilities relating to Koh (UK) Limited, Koh Noi Limited, Koh Noi (Christchurch) Limited, and The Thai Tapas Group Limited as the records for these companies have not been available to management. This has impacted the audit report on page 7.

As at 26 June 2022 the group balance sheet shows a total net liabilities position of £13m (2021 - £9.6m) with a net current liabilities position of £1.4m (2021 - £0.6m). The balance sheet deficit has increased by c£3.7m during the year to 26 June 2022 due to the loss for the year of £1.3m and the release, in accordance with FRS 102, of £2.7m of the Capital Contribution Reserve following the change in terms of loan note borrowings in Febraury 2022 whereby certain of the loan notes ceased to have their interest waived.

The net current liabilities of £1.4m were in line with the directors' expectations and include the impact, as required by FRS 102, of presenting CBILs loan finance of £0.5m as due within one year following breach of covenant to provide 2021 financial statements within 270 days of that year end. Based on discussions with the relevant banks the directors are satisfied that the CBILs loans are not going to be called for repayment outside of the planned repayment schedule which concludes in August 2026.

Other than the KPI’s disclosed in the business review, the directors of each group continue to adopt normal trading KPI’s consistent with those used by other restaurant groups including labour, food and sales like for likes. The board also reports to the bank on a monthly basis regarding cash, cash flow and trading performance.

The board also holds monthly meetings to ensure that its strategic objectives are achieved throughout the group; financial and operational performance meets the board’s demands in order to balance the needs and desires of all stakeholders including staff, suppliers, banks, customers and shareholders; and, the group maintains best practice in all areas of the business thereby ensuring the safety of customers and staff.

 

High Road Restaurants Group Holdco Limited

Strategic Report

period from 28 June 2021 to 26 June 2022

Having considered the trading performance of the group subsequent to the year end, the extension (in October 2023) of loan note repayment terms provided by investors and the forecasts prepared for a period to September 2024 and considered a period of at least 12 months from the date of approval of these financial statements (in light of the principal risks and uncertainties described below in the context of the negative balance sheet position), the directors are satisfied that the going concern basis of preparation remains appropriate.

Principal risks and uncertainties

Staff shortages
Following the UK’s decision to leave the EU, staff recruitment has been a major issue and concern facing the leisure sector. Following the covid outbreak, European nationals left the UK workforce to stay with their families. Brexit and the resulting visa restrictions has ensured that many of them never returned.

The recent closures of certain restaurants, together with the rise in minimum wage, has eased the recruitment issue to some extent, but staff recruitment remains a challenge for the group and the industry as a whole.

Inflation and Cost of Living Crisis
Global inflation fuelled by the war in Ukraine has reached double digits, affecting consumer confidence and their discretionary spending. This is unlikely to improve in the short to medium term. The group has witnessed a general shift towards a pre-1990’s sales pattern of weaker sales Monday to Wednesday; followed by a stronger sales pattern Thursday to Sunday.

As a group we have seen, like all restaurants, a significant increase in supplier costs. This is unprecedented in recent history, certainly the last 40 years. Inflation of above 10% in some cases means that margins have been suppressed. In a small number of areas we have been able to slightly increase menu prices, but for the most part we continue to absorb the increases and weather the storm. The falling level of consumer confidence precludes us from making radical changes to our menu.

Energy
Increasing energy prices have doubled the cost of energy at some of the group’s restaurants. We have implemented buying contracts where possible in order to fix rates and minimise the downside.

Exchange Rates
As stated in last year's accounts, in order to maintain authenticity, both the Koh Thai business and the Buenos Aires business import significant product lines from other parts of the world, including the Far East, South America and Europe. The current levels of sterling exchange rates and import duties are having a negative financial impact on the group. In order to mitigate the potential impact, the Group maintains close relationships with suppliers and have therefore been able to secure the supplies needed ahead of many other restaurants.

 

High Road Restaurants Group Holdco Limited

Strategic Report

period from 28 June 2021 to 26 June 2022

Consumer attitudes
A change in consumer attitudes towards the types of cuisine that they choose continues to be a risk to sales, in particular within our steak restaurants. This is mainly due to the fact that vegetarian and vegan options are greater within the Thai restaurants. However, as results show, meat continues to be a popular choice and revenues and EBITDA continue to be strong within the Buenos Aires group.

Approved and authorised by the Board on 13 October 2023 and signed on its behalf by:
 

.........................................
G V Lloyd-Jones
Director

 

High Road Restaurants Group Holdco Limited

Directors' Report

Period from 28 June 2021 to 26 June 2022

The directors present their report and the for the period from 28 June 2021 to 26 June 2022.

Directors of the group

The directors who held office during the period were as follows:

G I Henderson-Londono

G V Lloyd-Jones

G Morrison

S A Hill (resigned 22 February 2022)

Financial instruments

Objectives and policies

The group holds various borrowings, being loan notes and bank borrowings, and the company holds investments in subsidiaries, all of which are deemed to be basic financial instruments, in order to fund the investment made in subsidiary undertakings and fund development of the trading businesses in the group.

Price risk, credit risk, liquidity risk and cash flow risk

The group has both fixed and variable interest rate debt instruments and does not have exposure to foreign exchange transactions. The directors monitor the group performance and thus price risk, credit risk, liquidity risk and cash flow risk, on an ongoing basis.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 13 October 2023 and signed on its behalf by:
 

.........................................
G V Lloyd-Jones
Director

 

High Road Restaurants Group Holdco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and the company 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 and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group's and the company's transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

 

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

Disclaimer of opinion

We were engaged to audit the financial statements of High Road Restaurants Group Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 28 June 2021 to 26 June 2022, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, 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).

We do not express an opinion on the accompanying financial statements. Because of the significance of the matter described in the ‘basis for disclaimer of opinion’ section of our report, we have not been able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

Basis for disclaimer of opinion

These consolidated financial statements relate to the parent company and its subsidiaries.

Four of those subsidiaries - Koh (UK) Limited, Koh Noi Limited, Koh Noi (Christchurch) Limited and Thai Tapas Restaurants Limited - went into liquidation on 17 September 2020 (during the comparative period), and a fifth - The Thai Tapas Group Limited - went into liquidation on 18 October 2022 (after the year-end).

The records for those companies are held by the liquidators, and have not been made available either to management for the purpose of preparing consolidated figures, or us for the purpose of auditing them. As a result the financial statements do not include profits, losses, assets, liabilities or disclosures relating to any of those five (now-liquidated) entities.

Without those entities’ accounting records, we have not been able to satisfy ourselves about the size of these omissions or their impact on the prior year and current year figures.

Opinions on other matters prescribed by the Companies Act 2006

Because of the significance of the matter described in the ‘basis for disclaimer of opinion’ section of our report, we have been unable to form an opinion on whether, based on the work undertaken in the course of the audit:

the information given in the 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 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

Notwithstanding our disclaimer of opinion on the financial statements, in the light of the knowledge and understanding of the group and parent company and their environment obtained in the course of the audit performed subject to the pervasive limitation described above, we have not identified material misstatements in the strategic report or the directors’ report.

Arising from the limitation of our work referred to above:

we have not obtained all the information and explanations that we considered necessary for the purpose of our audit; and

 

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

we were unable to determine whether adequate accounting records have been kept.

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:

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.

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 7, 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.

Auditor’s responsibilities for the audit of the financial statements

Our responsibility is to conduct an audit of the company’s financial statements in accordance with International Standards on Auditing (UK) and to issue an auditor’s report.

However, because of the matter described in the ‘basis for disclaimer of opinion’ section of our report, we were not able to obtain sufficient appropriate audit evidence to provide a basis for an audit opinion on these financial statements.

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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the group. As part of this, we discussed these with the relevant individuals responsible for compliance. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements. The key laws and regulations identified were the Food Standards Agency regulations and employment legislation. In addition, other laws and regulation such as the Companies Act 2006 and Corporation Tax Acts 2009 & 2010 have been considered.

We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

 

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;

Reviewing legal and professional costs to identify any possible non-compliance or legal costs inrespect of non-compliance;

Reviewing relevant certification records; and

Review of relevant correspondence and paperwork

As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud, of which management confirmed there were none.

We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The fraud incentives were assessed as being the need to meet investor and banking partner's expectations, and also the mitigation of tax liabilities. Based upon our understanding we designed and conducted audit procedures including:

Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates; and

Revenue completeness testing, including cut-off of income at the year end.

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 auditor’s 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.

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor

90 Victoria Street
Redcliffe
Bristol
BS1 6DP

13 October 2023

 

High Road Restaurants Group Holdco Limited

Consolidated Profit and Loss Account

Period from 28 June 2021 to 26 June 2022

Note

2022
£

2021
£

Turnover

3

10,752,588

3,477,468

Cost of sales

 

(3,278,885)

(1,014,157)

Gross profit

 

7,473,703

2,463,311

Administrative expenses

 

(7,317,454)

(4,714,684)

Other operating income

4

176,589

1,628,042

Operating profit/(loss)

5

332,838

(623,331)

Gain on disposal of subsidiaries

 

-

813,878

Interest payable and similar expenses

9

(1,224,231)

(1,065,546)

   

(1,224,231)

(251,668)

Loss before tax

 

(891,393)

(874,999)

Tax on loss

10

(170,784)

102,016

Loss for the financial period

 

(1,062,177)

(772,983)

Profit/(loss) attributable to:

 

Owners of the company

 

(1,218,691)

(772,983)

Minority interests

 

156,514

-

 

(1,062,177)

(772,983)

 

High Road Restaurants Group Holdco Limited

Consolidated Balance Sheet

26 June 2022

Note

2022
£

2021
£

Fixed assets

 

Intangible assets

11

1,774,435

2,093,581

Tangible assets

12

2,118,794

1,360,032

 

3,893,229

3,453,613

Current assets

 

Stocks

14

162,548

137,203

Debtors

15

207,349

470,497

Cash at bank and in hand

 

1,085,773

1,320,320

 

1,455,670

1,928,020

Creditors: Amounts falling due within one year

18

(2,896,041)

(2,558,884)

Net current liabilities

 

(1,440,371)

(630,864)

Total assets less current liabilities

 

2,452,858

2,822,749

Creditors: Amounts falling due after more than one year

18

(15,415,916)

(12,139,239)

Provisions for liabilities

21

(90,027)

-

Net liabilities

 

(13,053,085)

(9,316,490)

Capital and reserves

 

Called up share capital

23

1,200

1,200

Share premium reserve

2,329,198

2,329,198

Capital redemption reserve

427

427

Other reserves

351,405

3,811,844

Profit and loss account

(16,181,329)

(15,459,159)

Equity attributable to owners of the company

 

(13,499,099)

(9,316,490)

Minority interests

 

446,014

-

Shareholders' deficit

 

(13,053,085)

(9,316,490)

Approved and authorised by the Board on 13 October 2023 and signed on its behalf by:
 

.........................................
G V Lloyd-Jones
Director

Company Registration Number: 10482231

 

High Road Restaurants Group Holdco Limited

Balance Sheet

26 June 2022

Note

2022
£

2021
£

Fixed assets

 

Investments

13

1

1

Current assets

 

Debtors

15

-

88,847

Net assets

 

1

88,848

Capital and reserves

 

Called up share capital

23

1,200

1,200

Share premium reserve

2,329,198

2,329,198

Capital redemption reserve

427

427

Profit and loss account

(2,330,824)

(2,241,977)

Shareholders' funds

 

1

88,848

The company made a loss after tax for the financial period of £88,847 (2021 - loss of £-).

Approved and authorised by the Board on 13 October 2023 and signed on its behalf by:
 

.........................................
G V Lloyd-Jones
Director

Company Registration Number: 10482231

 

High Road Restaurants Group Holdco Limited

Consolidated Statement of Changes in Equity

Period from 28 June 2021 to 26 June 2022

Share capital
£

Share premium
£

Capital redemption reserve
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

Non- controlling interests
£

Total equity
£

At 28 June 2021

1,200

2,329,198

427

3,811,844

(15,459,159)

(9,316,490)

-

(9,316,490)

(Loss)/profit for the period

-

-

-

-

(1,218,691)

(1,218,691)

156,514

(1,062,177)

Transfers

-

-

-

(784,915)

784,915

-

-

-

Decrease in ownership interests in subsidiaries that do not result in a loss of control

-

-

-

-

(288,394)

(288,394)

289,500

1,106

Other movements on reserves

-

-

-

(2,675,524)

-

(2,675,524)

-

(2,675,524)

At 26 June 2022

1,200

2,329,198

427

351,405

(16,181,329)

(13,499,099)

446,014

(13,053,085)

Share capital
£

Share premium
£

Capital redemption reserve
£

Other reserves
£

Profit and loss account
£

Total
£

Total equity
£

At 29 June 2020

1,200

2,329,198

427

4,829,442

(15,703,774)

(8,543,507)

(8,543,507)

Loss for the period

-

-

-

-

(772,983)

(772,983)

(772,983)

Transfers

-

-

-

(1,017,598)

1,017,598

-

-

At 27 June 2021

1,200

2,329,198

427

3,811,844

(15,459,159)

(9,316,490)

(9,316,490)

 

High Road Restaurants Group Holdco Limited

Statement of Changes in Equity

Period from 28 June 2021 to 26 June 2022

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 28 June 2021

1,200

2,329,198

427

(2,241,977)

88,848

Loss for the period

-

-

-

(88,847)

(88,847)

At 26 June 2022

1,200

2,329,198

427

(2,330,824)

1

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 29 June 2020

1,200

2,329,198

427

(2,241,977)

88,848

At 27 June 2021

1,200

2,329,198

427

(2,241,977)

88,848

 

High Road Restaurants Group Holdco Limited

Consolidated Statement of Cash Flows

Period from 28 June 2021 to 26 June 2022

Note

2022
£

2021
£

Cash flows from operating activities

Loss for the period

 

(1,062,177)

(772,983)

Adjustments to cash flows from non-cash items

 

Depreciation and amortisation

5

497,046

479,929

Profit on disposal of tangible assets

(6,800)

-

Finance costs

9

1,224,231

1,065,546

Tax expense

10

170,784

(102,016)

 

823,084

670,476

Working capital adjustments

 

(Increase)/decrease in stocks

14

(25,345)

59,459

Decrease in trade debtors

15

263,148

215,158

Increase/(decrease) in trade creditors

18

121,899

(564,136)

Cash generated from operations

 

1,182,786

380,957

Income taxes paid

10

-

(809)

Net cash flow from operating activities

 

1,182,786

380,148

Cash flows from investing activities

 

Acquisitions of tangible assets

(963,862)

(355,743)

Acquisition of intangible assets

11

-

(10,000)

Net cash flows from investing activities

 

(963,862)

(365,743)

Cash flows from financing activities

 

Interest paid

9

(18,253)

(47,947)

Net bank borrowing (repayments)/draw downs

 

(435,218)

383,414

Net cash flows from financing activities

 

(453,471)

335,467

Net (decrease)/increase in cash and cash equivalents

 

(234,547)

349,872

Cash and cash equivalents at 28 June

 

1,320,320

970,448

Cash and cash equivalents at 26 June

 

1,085,773

1,320,320

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

1

General information

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

The address of its registered office is:
Nower End
Nower Road
Dorking
Surrey
RH4 3BX

These financial statements were authorised for issue by the Board on 13 October 2023.

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 were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. There are no material departures from FRS 102.

Basis of preparation

These financial statements have been prepared using the historical cost convention.

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its individual financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement and remuneration of key management personnel. Equivalent information is presented in relation to these group accounts.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 26 June 2022.

As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Going concern

Notwithstanding the net liabilities of £13,053,085 (2021 - £9,316,490), net current liabilities of £1,440,371 (2021 - £630,864) and loss for the year of £1,062,177 (2021 - £772,983) the directors are satisfied that the going concern basis of preparation remains appropriate. In making their assessment the directors have made all necessary enquiries and have considered, in particular, the following key matters:

The directors have prepared detailed forecasts and cash flow analysis models to September 2024, and have also considered the period of at least 12 months from the date of approval of these financial statements, for each of the group’s trading subsidiaries and the group as a whole. These forecasts have been prepared in light of reasonably anticipated financial performance, based upon the experience in the current and previous years and recent fixing of energy costs in part of the group, and whilst they acknowledge that there can be no certainty in respect of both consumer confidence and supply chain and cost inflation assumptions therein, they are satisfied that sufficient cash will be generated in order to meet liabilities as they fall due.

The directors have considered the financial performance for the financial year to June 2023 as reported in the unaudited June 2023 management accounts and note both positive earnings before interest tax and depreciation and profit before tax on a consolidated basis, and an unaudited cash balance as at August 2023 of £1.8m (June 2022 - £1m)

The majority of creditors relate to loan note balances due to key group management personnel and the institutional investor. Fundamental to the going concern assumption is that the terms of the loan notes held by the institutional investor have been formally varied subsequent to the year end extending any repayment commencement to February 2025 at the earliest, with the expectation of both management and investors being that the loan notes will not be called for repayment at that date unless the company is in a position to do so. Additionally those members of management who also hold loan notes have provided written confirmation regarding their waiving of interest payable to them and that they will not seek repayment until such time as the company is in a position to do so.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Key judgements and sources of estimation uncertainty

In applying the group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making judegments, estimates and assumptions, the actual results and outcomes may differ.

The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively.

The key judgements that have a significant effect on the financial statements are in respect of going concern (as described in the above accounting policy) and the assessment of control of subsidiary companies.

During the period the company’s proportion of the share ownership of certain of its indirectly owned subsidiaries reduced from 100% to less than 50%. These subsidiaries remain operationally controlled by the High Road Restaurants Holdco Group Limited group with the minority shareholders being key management personnel, and therefore continue to be accounted for as subsidiaries of the company.

Certain of the long term loan note liabilities are held at a below market rate of interest and are measured at the present value of the future payments discounted at an estimated market rate of interest for a similar debt instrument. The carrying amount of those loan notes at a below market rate of interest as the period end is £1,609,994 (2021 - £11,188,581).

The useful economic lives of the goodwill and brand are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimate used to calculate amortisation, that charge is adjusted prospectively. The annual impairment assessment in respect of goodwill and brand requires estimates of the value in use of cash generating units to which goodwill has been allocated. As a result, estimates of future cashflows are required. The directors do not believe that any reasonably possible changes to the key assumptions would produce any further impairment for the forthcoming year.

The carrying amount of goodwill and brand at the period end is £1,774,435 (2021 - £2,093,581)

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of food and beverages in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.

The group recognises revenue at the point of sale.

Government grants

Government revenue grants are accounted for under the accruals method. These are credited to the profit and loss account when the company is entitled to the income.

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.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

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 group 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 consolidated 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 over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Leasehold property

over the life of the lease

Plant and machinery

15% straight line

Furniture and fittings

15% straight line

Office equipment

15% straight line

Computer equipment

25% straight line

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight line basis to the Consolidated Profit and Loss Account over its useful economic life.

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Brand

10 years straight line

Goodwill

between 5 - 10 years

Investments

Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less
costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Defined contribution pension obligation

The group operates defined contribution pension schemes. Contributions are recognised in the profit and loss account in the period in which they become payable in accordance with the rules of the scheme.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Financial instruments

Classification
The group holds the following financial instruments:

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

All financial instruments are classified as basic.

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

Financial instruments are recognised when the group 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 group’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.

Other borrowings, being loan notes, are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At inception the discount is recognised as a capital contribution within equity. As the discount unwinds it is charged against profit. An equivalent transfer is made between the capital contribution reserve and the profit and loss reserve.

 

3

Turnover

The analysis of the group's Turnover for the period from continuing operations is as follows:

2022
£

2021
£

Restaurant sales

10,752,588

3,477,468

All turnover arose within the United Kingdom.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

4

Other operating income

The analysis of the group's other operating income for the period is as follows:

2022
£

2021
£

Government grants

176,589

1,626,347

Other operating income

-

1,695

176,589

1,628,042

5

Operating profit

Arrived at after charging/(crediting)

2022
£

2021
£

Depreciation expense

177,900

161,034

Amortisation expense

319,146

318,896

Profit on disposal of property, plant and equipment

(6,800)

-

6

Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

2022
£

2021
£

Wages and salaries

3,786,534

2,528,463

Social security costs

412,409

201,388

Pension costs, defined contribution scheme

52,990

39,794

4,251,933

2,769,645

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

2022
No.

2021
No.

Directors

4

4

Restaurant staff

208

172

212

176

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

7

Directors' remuneration

The directors' remuneration for the period was as follows:

2022
£

2021
£

Remuneration

240,000

155,829

Contributions paid to money purchase schemes

2,202

-

242,202

155,829

In respect of the highest paid director:

2022
£

2021
£

Remuneration

144,000

-

Company contributions to money purchase pension schemes

1,321

-

8

Auditor's remuneration

2022
£

2021
£

Audit of these financial statements

5,000

14,900


 

9

Interest payable and similar expenses

2022
£

2021
£

Interest on bank overdrafts and borrowings

18,253

47,948

Interest expense on other finance liabilities

1,205,978

1,017,598

1,224,231

1,065,546

The interest expense on other finance liabilities includes £784,915 (2021 - £1,017,598) charged to the profit and loss account in respect of the unwinding of discount.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

10

Taxation

Tax charged/(credited) in the profit and loss account

28 June 2021 to 26 June 2022
 £

29 June 2020 to 27 June 2021
 £

Current taxation

UK corporation tax

80,000

(42,564)

Deferred taxation

Arising from origination and reversal of timing differences

33,000

(20,205)

Arising from changes in tax rates and laws

-

18,537

Arising from previously unrecognised tax loss, tax credit or temporary difference of prior periods

57,784

(57,784)

Total deferred taxation

90,784

(59,452)

Tax expense/(receipt) in the income statement

170,784

(102,016)

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2021 - higher than the standard rate of corporation tax in the UK) of 19% (2021 - 19%).

The differences are reconciled below:

2022
£

2021
£

Loss before tax

(891,393)

(874,999)

Corporation tax at standard rate

(169,365)

(166,250)

Expenses not deductible for tax purposes

314,974

107,395

Effect of differences in tax rates

(834)

(182)

Deferred tax expense/(credit) from movement deferred tax not recognised

96,370

(15,200)

Decrease in current tax from adjustment for prior periods

-

(42,564)

Fixed asset differences

(9,004)

14,785

Other short term timing differences

(61,357)

-

Total tax charge/(credit)

170,784

(102,016)

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Deferred tax

Group

Deferred tax assets and liabilities

2022

Asset
£

Liability
£

Fixed asset timing differences

-

102,028

Losses and other deductions

7,437

-

Other short term timing differences

4,564

-

12,001

102,028

2021

Asset
£

Liability
£

Fixed asset timing differences

-

72,446

Losses and other deductions

65,222

-

Other short term timing differences

7,981

-

73,203

72,446

There are £581,000 of unused tax losses (2021 - £261,000) for which no deferred tax asset is recognised in the balance sheet.

11

Intangible assets

Group

Goodwill
 £

Brand
 £

Total
£

Cost or valuation

At 28 June 2021

7,763,252

440,110

8,203,362

At 26 June 2022

7,763,252

440,110

8,203,362

Amortisation

At 28 June 2021

5,951,950

157,831

6,109,781

Amortisation charge

275,135

44,011

319,146

At 26 June 2022

6,227,085

201,842

6,428,927

Carrying amount

At 26 June 2022

1,536,167

238,268

1,774,435

At 27 June 2021

1,811,302

282,279

2,093,581

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

12

Tangible assets

Group

Land and buildings
£

Furniture, fittings and equipment
 £

Plant and machinery
£

Total
£

Cost or valuation

At 28 June 2021

1,310,578

409,178

300,710

2,020,466

Additions

589,323

134,623

239,916

963,862

Disposals

(34,000)

-

-

(34,000)

At 26 June 2022

1,865,901

543,801

540,626

2,950,328

Depreciation

At 28 June 2021

301,724

191,990

166,720

660,434

Charge for the period

111,746

38,774

27,380

177,900

Eliminated on disposal

(6,800)

-

-

(6,800)

At 26 June 2022

406,670

230,764

194,100

831,534

Carrying amount

At 26 June 2022

1,459,231

313,037

346,526

2,118,794

At 27 June 2021

1,008,854

217,188

133,990

1,360,032

Included within the net book value of land and buildings above is £1,459,231 (2021 - £1,008,854) in respect of short leasehold land and buildings.
 

13

Investments

Company

Subsidiaries

£

Cost and net book value

At 28 June 2021

1

At 26 June 2022

1

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Details of undertakings

Details of the investments 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

     

2022

2021

Subsidiary undertakings

High Road Restaurants Group Bidco Limited

see below

Ordinary

100%

100%

Buenos Aires Restaurant Holdings Limited*

see below

Ordinary

48%

100%

Buenos Aires Restaurant Limited*

see below

48%

100%

High Road Thai Restaurants Limited*

see below

Ordinary

46%

100%

Buenasado (Reading) Limited*

see below

Ordinary

48%

100%

The Thai Tapas Group Ltd*

see below

Ordinary

100%

100%

Thai Tapas Restaurants Limited*

see below

Ordinary

100%

100%

Koh (UK) Limited*

see below

Ordinary

100%

100%

Koh Noi Limited*

see below

Ordinary

100%

100%

Koh Noi (Christchurch) Limited*

see below

Ordinary

100%

100%

Koh Thai Tapas Winchester Limited*

see below

Ordinary

0%

100%

* Held indirectly

At the period end the registered office of all subsidiaries not in liquidation was Nower End, Nower Road, Dorking, RH4 3BX.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

During the prior period, the following subsidiaries were put into liquidation and their registered office was transferred to Office D Beresford House, Town Quay, Southampton, SO14 2AQ; Koh (UK) Limited, Koh Noi Limited, Koh Noi (Christchurch) Limited, and Thai Tapas Restaurants Limited.

During the period, Koh Thai Tapas Winchester Limited, registered office: Nower End, Nower Road Dorking, RH4 3BX, was dissolved.

After the period end, The Thai Tapas Group Limited was put into liquidation and its registered office was transferred to The Old Town Hall, 71 Christchurch Road, Ringwood, BH24 1DH.

During the period the company’s proportion of the indirect share ownership of Buenos Aires Restaurant Holdings Limited, Buenos Aires Restaurant Limited, High Road Thai Restaurants Limited and Buenasado (Reading) Limited reduced from 100% to 46% - 48%. These subsidiaries remain operationally controlled by the High Road Restaurants Holdco Group Limited group and the minority shareholders are key management of the group, and therefore continue to be accounted for as subsidiaries of the company.

Subsidiary undertakings

High Road Restaurants Group Bidco Limited

The principal activity of High Road Restaurants Group Bidco Limited is an intermediate holding company.

Buenos Aires Restaurant Holdings Limited*

The principal activity of Buenos Aires Restaurant Holdings Limited* is an intermediate holding company.

Buenos Aires Restaurant Limited*

The principal activity of Buenos Aires Restaurant Limited* is the running a chain of restaurants.

High Road Thai Restaurants Limited*

The principal activity of High Road Thai Restaurants Limited* is the running a chain of restaurants.

Buenasado (Reading) Limited*

The principal activity of Buenasado (Reading) Limited* is a dormant company.

The Thai Tapas Group Ltd*

The principal activity of The Thai Tapas Group Ltd* is a holding company. See futher disclosure above.

14

Stocks

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Consumables

162,548

137,203

-

-

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

15

Debtors

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Trade debtors

33,887

177,333

-

-

Other debtors

105,818

242,821

-

88,847

Prepayments

67,644

50,343

-

-

207,349

470,497

-

88,847

16

Cash and cash equivalents

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Cash at bank

1,085,773

1,320,320

-

-

17

Analysis of net debt

At 28 June 2021

Cash flow

Non- cash movements

At 26 June 2022

£

£

£

£

Cash at bank and on hand

1,320,320

(234,547)

-

1,085,773

Cash and cash equivalents

1,320,320

(234,547)

-

1,085,773

Bank loans

(1,395,294)

435,218

-

(960,076)

Loan notes

(11,188,581)

-

(3,881,502)

(15,070,083)

Net debt

(11,263,555)

200,671

(3,881,502)

(14,944,386)

Non-cash movements consist of the release of Capital Contribution Reserve discount, in accordance with FRS 102, due to the change in terms on some of the issued loan notes meaning they are no longer on non-market rate terms, and the capitalisation of interest.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

18

Creditors

   

Group

Company

Note

2022
£

2021
£

2022
£

2021
£

Due within one year

 

Loans and borrowings

19

614,243

444,636

-

-

Trade creditors

 

443,129

448,031

-

-

Corporation tax

 

80,000

-

-

-

Social security and other taxes

 

526,027

502,040

-

-

Other creditors

 

545,488

478,127

-

-

Accrued expenses

 

687,154

686,050

-

-

 

2,896,041

2,558,884

-

-

Due after one year

 

Loans and borrowings

19

15,415,916

12,139,239

-

-

19

Loans and borrowings

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Non-current loans and borrowings

Bank borrowings

345,833

950,658

-

-

Other borrowings

15,070,083

11,188,581

-

-

15,415,916

12,139,239

-

-

 

Group

Company

2022
£

2021
£

2022
£

2021
£

Current loans and borrowings

Bank borrowings

614,243

444,636

-

-

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

Group

Bank borrowings

The CBILs loans are denominated in sterling with a nominal interest rate of base rate plus 3.8% - 4.5%, and the final instalment is due on 19 August 2026. The carrying amount at period end is £474,243 (2021 - £764,632).

The CBILs loans are secured by a fixed and floating charge over the assets of certain of the subsidiaries of the group.

As at 26 June 2022, the CBILs loans have been presented as Due within one year following a breach of the covenant to provide the 2021 annual statutory financial statements of the relevant subsidiaries within 270 days, making the respective liability repayable on demand.

The remaining CBILs loans are denominated in sterling with a nominal interest rate of base rate plus 4.42%, and the final instalment is due on 1 May 2026. The carrying amount at period end is £485,833 (2021 - £630,662).

The remaining CBILs loans are secured by a fixed and floating charge over the assets of certain of the subsidiaries of the group.

Other borrowings

The loan notes are denominated in sterling with a nominal interest rate of 10%, and the final instalment is due on 2 February 2025. The carrying amount at year end is £15,070,083 (2021 - £11,490,063).

The loan notes are secured by a charge over capital in High Road Restaurants Group Bidco Limited made between the parent, High Road Restaurants Group Holdco Limited and certain of the loan note holders.

The loan notes are repayable in equal instalments on 2 February 2024 and 2 February 2025.

The loan notes are presented in accordance with the requirements of FRS 102 for non-market-rate loans. They are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. The movement on the loans each year is the unwinding of this discount. From 25 February 2022 certain of the loan notes were no longer having their interest waived and therefore an adjustment was made to the loans and capital contribution reserve of £2,675,524 due to the change in loan note terms. At the end of the period, the undiscounted loan note liability was £15,421,488 (2021- £15,000,425)

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

20

Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

2022
£

2021
£

Not later than one year

767,934

712,400

Later than one year and not later than five years

3,141,874

2,849,600

Later than five years

4,900,422

4,945,942

8,810,230

8,507,942

The amount of non-cancellable operating lease payments recognised as an expense during the period was £688,256 (2021 - £482,535).

21

Deferred tax

Group

Deferred tax
£

Total
£

At 28 June 2021

757

757

Decrease in existing provisions

(90,784)

(90,784)

At 26 June 2022

(90,027)

(90,027)

22

Pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £52,990 (2021 - £39,794). Contributions totalling £25,096 (2021 - £18,928) were payable to the scheme at the end of the period and are included in creditors.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

23

Share capital

Allotted, called up and fully paid shares

 

26 June 2022

27 June 2021

 

No.

£

No.

£

Ordinary A1 shares of £0 (2021 - £0.01) each

-

-

57,500

575

Ordinary A2 shares of £0 (2021 - £0.01) each

-

-

42,500

425

T shares of £0 (2021 - £0.01) each

-

-

20,000

200

Ordinary of £0.01 (2021 - £0) each

120,000

1,200

-

-

 

120,000

1,200

120,000

1,200

Share redesignation

During the period the company redesignated its existing issued share capital as Ordinary shares of £0.01p each. Each share now has the right to vote and to dividends, unless not fully paid up.

24

Non adjusting events after the financial period

Subsequent to the balance sheet date, in October 2023, there has been a change of terms in respect of £15,421,428 (being the undiscounted nominal value) of the loan notes held by the ultimate controlling party, extending the repayment terms, with 50% of the capital becoming due in February 2025 and 50% due in February 2026. See note 19, which shows the loan note principal, including £421,488 of interest added to the balance, as the undiscounted amount outstanding at the balance sheet date.

 

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 28 June 2021 to 26 June 2022

25

Related party transactions

Group

Key management compensation

2022
£

2021
£

Salaries and other short term employee benefits

466,963

155,829

Summary of transactions with all subsidiaries

During the period, the group undertook a restructure which led to the indirectly held subsidiaries being less than 100% owned from 25 February 2022. Transactions between non-wholly owned group companies since that date, and balances outstanding at the period end, are disclosed below:

Buenos Aires Restaurant Limited (BAR) (48% owned post restructure) recharged payroll costs of £443,184 to fellow group company High Road Restaurants Group Bidco Limited (HRRGB). At the period end, HRRGB owed BAR £1,076,216.

At the period end, Buenos Aires Restaurant Holdings Limited (BARH) (48% owned post restructure) owed HRRGB £629,000.

At the period end, High Road Thai Restaurants Limited (HRTR) (46% owned post restructure) owed HRRGB £251,985 and was owed £87,516 by BAR.

During the period, HRRGB recharged restructure costs of £57,135 to each of BAR and HRTR.

 For the period to 25 February 20222, the group took advantage of the exemption provided in FRS 102 paragraph 33.1A to not disclose transactions enteres into between two or more member of a group, provided that any subsidiary which is party to the transaction is wholly owned by such a member.
 

26

Parent and ultimate parent undertaking

The ultimate parent entity and controlling party is The Fourth Alcuin Fund LP, incorporated in England & Wales.