Company registration number 13529408 (England and Wales)
GENERATE TOPCO LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
GENERATE TOPCO LIMITED
COMPANY INFORMATION
Directors
Mr R Wade
Mr S P Champion
Mr J S Leslie
Mr S M Aston
Mr L G Dean
Mr P Thandi
(Appointed 25 September 2023)
Company number
13529408
Registered office
Boxpark
3rd Floor
60 Worship Road
London
EC2A 2EZ
Auditor
Carpenter Box
Amelia House
Crescent Road
Worthing
West Sussex
BN11 1RL
GENERATE TOPCO LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 10
Group statement of comprehensive income
11
Group balance sheet
12
Company balance sheet
13
Group statement of changes in equity
14
Company statement of changes in equity
15
Group statement of cash flows
16
Notes to the financial statements
17 - 33
GENERATE TOPCO LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 1 -

The directors present the strategic report for the year ended 30 April 2023.

Generate Topco Limited (“the Group”) is the ultimate parent company of the Boxpark business through its ownership of 100% of the share capital of Boxpark Limited.

 

The Group develops and manages food, beverage, retail, and leisure units through Boxpark Limited and its subsidiaries Boxpark Croydon Limited and Boxpark Trading Limited, trading out of three locations in Shoreditch, Croydon and Wembley. Boxpark Limited provides the management and head office function to the group.

 

The Group also includes a holding company for its investment in BPQW LLP, a business which develops and manages food, beverage, and leisure units at Boxpark Wembley. This is a 50% joint venture with an unconnected third party. The Group has a strong proven track record of economic regeneration in areas where it has established sites and maintains regular dialogue with local authorities, developers, and other similar stakeholders in redevelopment locations. Boxpark brings communities together by providing the best street food, drinks and entertainment under one roof.

 

With a pipeline of sites and Agreements for Lease agreed, the Group plans to open an average of 2-3 new sites per annum over the next five years in London and other major UK cities. With Boxpark Liverpool and Boxhall City (in London) set to open in first, the Group has also announced its plans to open Boxhall in Bristol and another Boxpark in Birmingham. The Group’s management is in active discussions on several sites throughout the UK and is confident of securing further sites for 2024/25 openings and beyond. The group is frequently asked to look at shorter tenures and has a specific product designed for this market opportunity.

Business Review

Generate Topco Limited was incorporated on 26th July 2021 and purchased Boxpark Limited and its subsidiaries in September 2021. The Group’s year end synchronizes with the original year end (April) of Boxpark Limited and its subsidiaries. We believe that the report and accounts of Boxpark Limited give a better overview of Boxpark’s activities given these accounts prior year comparatives are on a full year basis. For greater clarity on business performance the Boxpark Limited accounts included more commentary on performance.

 

One of the Group’s competitive advantages is its focus on events, both large and small, to drive footfall to its sites, with the Group hosting c.600 events per site each year, almost entirely arranged by the Group’s own team. High profile events are partly funded by the Group’s supportive drinks supply partners, as well as major brands wishing to partner with these events. One example of this is the brand sponsorship achieved during high profile sports events such as the Men’s World Cup football championships. The Group has also passionately championed female sport, demonstrating this with the Group’s award-winning campaign (# WOMXNWHOPLAY) around the Women’s Euro Football Championships in Summer 2022. This is culminated in the recent Women’s World Cup football championship screenings where the Group attracted 40% more press coverage, and 90% greater potential broadcast reach (1.9bn) than for the previous equivalent men’s competition.

 

The Group continues to invest heavily in technology to improve the customer experience and drive revenues, as well as to achieve high levels of cyber security and compliance standards. A focus of the Group remains the growth of the Boxpark “Black Card”, which is partly a loyalty reward system for customers spending at sites, but also provides priority access to popular events and exclusive access to the Group’s “Black Card Sessions” featuring upcoming music artists. The Black Card gives the business a substantial amount of information about customer preferences and buying patterns, thus enabling the marketing team to focus on more bespoke customer offerings rather than a less targeted approach to marketing. The Board is pleased that the number of signed up “Black Card” customers has risen by 26% to 1.3m customers in the year to April 2023.

 

Ahead of the Group’s expansion the Group has continued to invest in people, with the number of people employed by the business rising by 9% during the year. This included a strengthening of the management team during the year, with the recruitment of a Head of People & Culture helping to drive a broadening of welfare, benefits and training for the Group’s team. The Group already had a balance of senior females within the business and this was bolstered by the promotion of Bhavna Hirani as the Group’s first female Finance Director, as well as promotion and recruitment of other females into key roles.

 

In terms of a further strengthening of the Board, the Group announced that Paul Thandi has been appointed Non-Executive Chairman from 1st September 2023, who is also Chairman of Student Energy Group and Non-Executive

GENERATE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 2 -

Director of Metrobank. Having been the CEO of the NEC Group for the past sixteen years, Paul will also step into the position of Chairman of the NEC Group from September 2023. With a wealth of brand building, destination development and leadership experience, Paul will be focusing on the Group’s expansion as it embarks on its growth strategy across the UK, as well as supporting the senior management team to explore potential new offerings and concepts. John Leslie will stay on as a Non-Executive Director and member of the BOXPARK Board, continuing to chair the Remuneration and Audit committees.

 

The Group had to manage significant cost inflation and volatility during the year. Volatility was caused because the Group’s utility contracts expired in December 2022, a time when supplier prices were spiking. The Group agilely mitigated this situation, partly through price negotiation but also a c.20% reduction in electricity usage and is now fixed into longer term supply contracts. More generally the Group has had to manage material cost inflation in most aspects of the supply chain.

 

Considering all stakeholders

The Group embraces its responsibilities under section 172 of the Companies Act 2006 by considering the diverse interests of its stakeholders. Our dedication to employees, customers, suppliers, community, and the environment is woven into the fabric of our decision-making processes and operations. We strive to maintain a balance that promotes long-term success and responsible business conduct while upholding high standards of ethics and fairness among all stakeholders.

 

We illustrate below how we focus and promote these areas:

 

Employees

 

 

Customers

 

“Being Special” to the customer is at the heart of everything that Boxpark does. Feedback and reviews with all customers is regularly considered by the management team. Understanding our customer views includes the following actions:

 

GENERATE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 3 -

Suppliers

 

 

Community & Environment

 

 

Principal Risks and Uncertainties

Economic risk:

Much of the current wider economic risk is related to prevailing weak UK consumer demand. Spending on eating out and leisure activities will continue to be affected by consumer confidence with the increasing cost of living uncertainty in the UK. We have seen this in the reduced capacity in the hospitality market from the industry’s economic pressures faced. Boxpark’s customer base is younger than the sector average and so anything that disproportionately impacts younger people will impact the Group accordingly. Evidenced by trading results, management believes that the affordability of the food and leisure at Boxpark along with consistency of its strong events programme will enable the Group to overcome these pressures, but it remains a possible challenge to the business.

 

Inflationery cost pressures:

The Group has faced significant cost pressures from high UK inflation in the past year in many aspects of the Group's supply chain. Whilst staff costs pressures are significant, the Group is pleased to have reported low staff churn amongst its salaried staff. With the Group set to double the number of its sites in the next twelve months, the ability to recruit strong site management and staff remains a risk. Whilst the Group has mitigated these cost pressures by careful control of resources, as well as some price rises, the weak consumer environment may make it challenging to pass future costs rises through to the consumer without negatively impacting overall demand.

 

Construction cost inflation:

The general cost inflation felt in the UK economy has significantly impacted construction labour costs and raw materials. If this continues it represents a risk on returns that can be achieved from new sites. Most of the projects are structured in such a way that the Group can re-asses whether it is still valid to proceed with these

GENERATE TOPCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 4 -

projects, and given the short construction periods this represents a limited risk to the business.

 

Security of Tenure:

The intention of the Group is to enter into long term leases on new sites, the existing sites all have tenures of less than ten years. The significance of each site to the Group will reduce as the roll-out program progresses.

 

Financing Risks:

The Group has three sites under development and plans to sign further sites for 2024 in the next six months. Whilst the Group has financing facilities in place, it may need to rely on its shareholders to support expansion if it cannot secure further financing in the short-term due to the unstable market of lending facilities we are seeing.

 

Future Developments

The Group continues to grow organically through the opening of new sites nationally under the Boxpark and Boxhall brands. Other channels for growth are also being actively considered.

 

Key Performance Indicators

The directors use a variety of financial key performance indicators to monitor performance, as well as using a number of non-financial measures.

 

The most important measure is footfall to site as there is a close correlation between food and beverage revenues and customer footfall. Bar revenues are reported to the board on a weekly basis, and food and advertising revenues are reported monthly – the former is derived from access to food tenants’ point-of-sale systems, and acts as an indicator of the sustainability of rental income. The Group has offered food tenants different rent offers, with some being entirely linked to the tenant’s own income. The directors also review site occupancy levels each month, as well as rental collection levels. Analysis is undertaken to see what events or initiatives have been successful in driving footfall and spend per head, enabling management to adapt the customer offering.

On behalf of the board

Mr S P Champion
Director
23 October 2023
GENERATE TOPCO LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 APRIL 2023
- 5 -

The directors present their annual report and financial statements for the year ended 30 April 2023.

Principal activities

The principal activity of the company continued to be that of a holding company, providing the management and head office function to the group.

 

The group trades in the areas of developing and managing food and beverage retail units and the retail sale of food and beverages through the subsidiaries Boxpark Limited, Boxpark Croydon Limited and Boxpark Trading Limited, trading out of 3 locations being Shoreditch, Croydon and Wembley.

 

Separately the group contains a holding company for its investment in BPQW LLP, a 50% joint venture with an unconnected third party, which operates in the developing and managing of retail units at Wembley.

Results and dividends

The results for the year are set out on page 11.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Mr R Wade
Mr S P Champion
Mr J S Leslie
Mr S M Aston
Mr L G Dean
Mr P Thandi
(Appointed 25 September 2023)
Financial instruments
Liquidity risk

The group manages its cash and borrowing requirements in order to maximise interest income and minimise interest expense, whilst ensuring the group has sufficient liquid resources to meet the operating needs of the business.

Interest rate risk

The group is exposed to fair value interest rate risk on its fixed rate borrowings and cash flow interest rate risk on floating rate deposits, bank overdrafts and loans. The group manages its cash and borrowing requirements centrally in order to ensure the group has sufficient liquid resources to service its debt.

Credit risk

Investments of cash surpluses and borrowings are made through banks and companies which must fulfil credit rating criteria approved by the Board.

 

All customers who wish to trade on credit terms are subject to credit verification procedures. Trade debtors are monitored on an ongoing basis and provision is made for doubtful debts where necessary.

Future developments

The directors believe that there are currently no major future developments requiring disclosure other than the items mentioned in the Strategic Report.

Auditor

The auditor, Carpenter Box, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

GENERATE TOPCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 6 -
Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

Medium-sized companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the medium-sized companies exemption.

On behalf of the board
Mr S P Champion
Director
23 October 2023
GENERATE TOPCO LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 30 APRIL 2023
- 7 -

The directors are responsible 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 company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

GENERATE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF GENERATE TOPCO LIMITED
- 8 -
Opinion

We have audited the financial statements of Generate Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30 April 2023 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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:

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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

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 and 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 auditor's 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.

Opinions on other matters prescribed by the Companies Act 2006

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

GENERATE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GENERATE TOPCO LIMITED
- 9 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in the 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:

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 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 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 auditor's 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 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.

 

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

 

•    Obtaining an understanding of the legal and regulatory framework that the group operates in, focusing on     those laws and regulations that had a direct effect on the financial statements and operations;

•    Obtaining an understanding of the group’s policies and procedures on fraud risks, including knowledge of     any actual, suspected or alleged fraud;

•    Discussing among the engagement team how and where fraud might occur in the financial statements and     any potential indicators of fraud through our knowledge and understanding of the group and our sector-    specific     experience.

 

As a result of these procedures, we considered the opportunities and incentives that may exist within the group for fraud. We are also required to perform specific procedures to respond to the risk of management override. As a result of performing the above, we identified the following areas as those most likely to have an impact on the financial statements: employment law, and compliance with the UK Companies Act.

 

In addition to the above, our procedures to respond to risks identified included the following:

 

•    Making enquiries of management, about any known or suspected instances of non-compliance with laws     and regulations and fraud;

    Auditing the risk of management override of controls, including through testing journal entries and other     adjustments for appropriateness; and

    Challenging assumptions andjudgements made by management in their significant accounting estimates.

GENERATE TOPCO LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF GENERATE TOPCO LIMITED
- 10 -

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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.

Christopher Reeves ACA FCCA (Senior Statutory Auditor)
For and on behalf of Carpenter Box
25 October 2023
Chartered Accountants
Statutory Auditor
Worthing
Carpenter Box is a trading name of Carpenter Box Limited
GENERATE TOPCO LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 APRIL 2023
- 11 -
Year
Period
ended
ended
30 April
30 April
2023
2022
Notes
£
£
Turnover
3
20,538,150
12,411,646
Cost of sales
(11,740,835)
(6,852,342)
Gross profit
8,797,315
5,559,304
Administrative expenses
(7,422,992)
(4,815,139)
Other operating income
20,500
54,810
Exceptional item
4
(1,208,216)
(1,125,545)
Operating profit/(loss)
5
186,607
(326,570)
Interest receivable and similar income
7,807
12,586
Interest payable and similar expenses
9
(2,213,034)
(925,695)
Loss before taxation
(2,018,620)
(1,239,679)
Tax on loss
10
(451,730)
403,703
Loss for the financial year
(2,470,350)
(835,976)
Total comprehensive income for the year is all attributable to the owners of the parent company.
GENERATE TOPCO LIMITED
GROUP BALANCE SHEET
AS AT 30 APRIL 2023
30 April 2023
- 12 -
2023
2022
Notes
£
£
£
£
Fixed assets
Goodwill
11
21,909,576
24,538,725
Tangible assets
12
3,723,357
3,004,051
25,632,933
27,542,776
Current assets
Stocks
16
191,699
203,413
Debtors
17
2,288,849
2,611,923
Cash at bank and in hand
3,283,380
7,301,878
5,763,928
10,117,214
Creditors: amounts falling due within one year
18
(3,225,782)
(19,329,279)
Net current assets/(liabilities)
2,538,146
(9,212,065)
Total assets less current liabilities
28,171,079
18,330,711
Creditors: amounts falling due after more than one year
19
(26,434,685)
(14,237,866)
Provisions for liabilities
Provisions
21
730,000
608,000
Deferred tax liability
22
159,500
167,651
(889,500)
(775,651)
Net assets
846,894
3,317,194
Capital and reserves
Called up share capital
24
114,215
114,165
Share premium account
4,039,005
4,039,005
Profit and loss reserves
(3,306,326)
(835,976)
Total equity
846,894
3,317,194
The financial statements were approved by the board of directors and authorised for issue on 23 October 2023 and are signed on its behalf by:
Mr S P Champion
Director
GENERATE TOPCO LIMITED
COMPANY BALANCE SHEET
AS AT 30 APRIL 2023
30 April 2023
- 13 -
2023
2022
Notes
£
£
£
£
Fixed assets
Investments
13
31,774,659
31,774,659
Current assets
Debtors
17
358,557
99,531
Creditors: amounts falling due within one year
18
(5,428,680)
(16,317,877)
Net current liabilities
(5,070,123)
(16,218,346)
Total assets less current liabilities
26,704,536
15,556,313
Creditors: amounts falling due after more than one year
19
(26,075,573)
(12,795,975)
Net assets
628,963
2,760,338
Capital and reserves
Called up share capital
24
114,215
114,165
Share premium account
4,039,005
4,039,005
Profit and loss reserves
(3,524,257)
(1,392,832)
Total equity
628,963
2,760,338

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,131,425 (2022 - £1,392,832 loss).

The financial statements were approved by the board of directors and authorised for issue on 23 October 2023 and are signed on its behalf by:
Mr S P Champion
Director
Company Registration No. 13529408
GENERATE TOPCO LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 14 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 26 July 2021
-
0
-
0
-
0
-
Period ended 30 April 2022:
Loss and total comprehensive income
-
-
(835,976)
(835,976)
Issue of share capital
114,165
4,039,005
-
4,153,170
Balance at 30 April 2022
114,165
4,039,005
(835,976)
3,317,194
Year ended 30 April 2023:
Loss and total comprehensive income
-
-
(2,470,350)
(2,470,350)
Issue of share capital
24
50
-
0
-
50
Balance at 30 April 2023
114,215
4,039,005
(3,306,326)
846,894
GENERATE TOPCO LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 APRIL 2023
- 15 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 26 July 2021
-
0
-
0
-
0
-
Period ended 30 April 2022:
Loss and total comprehensive income for the period
-
-
(1,392,832)
(1,392,832)
Issue of share capital
114,165
4,039,005
-
4,153,170
Balance at 30 April 2022
114,165
4,039,005
(1,392,832)
2,760,338
Year ended 30 April 2023:
Profit and total comprehensive income
-
-
(2,131,425)
(2,131,425)
Issue of share capital
24
50
-
0
-
50
Balance at 30 April 2023
114,215
4,039,005
(3,524,257)
628,963
GENERATE TOPCO LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 APRIL 2023
- 16 -
2023
2022
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(12,473,173)
2,375,052
Interest paid
(705,864)
(152,028)
Income taxes refunded
70,232
1
Net cash (outflow)/inflow from operating activities
(13,108,805)
2,223,025
Investing activities
Purchase of business
-
(9,539,226)
Purchase of tangible fixed assets
(1,321,017)
(382,886)
Proceeds on disposal of tangible fixed assets
733
39,380
Interest received
7,807
12,586
Net cash used in investing activities
(1,312,477)
(9,870,146)
Financing activities
Proceeds from issue of shares
50
4,153,170
Proceeds from borrowings
12,000,000
12,022,308
Repayment of bank loans
(1,597,266)
(1,185,993)
Payment of finance leases obligations
-
(40,486)
Net cash generated from financing activities
10,402,784
14,948,999
Net (decrease)/increase in cash and cash equivalents
(4,018,498)
7,301,878
Cash and cash equivalents at beginning of year
7,301,878
-
0
Cash and cash equivalents at end of year
3,283,380
7,301,878
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 APRIL 2023
- 17 -
1
Accounting policies
Company information

Generate Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Boxpark, 3rd Floor, 60 Worship Road, London, EC2A 2EZ.

 

The group consists of Generate Topco Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £1.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

 

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.

 

The parent company was incorporated on 26 July 2021, and subsidiaries acquired during the comparative period were consolidated using the purchase method, with their results incorporated from the date that control passed to the parent company, being 2 September 2022. Therefore group performance in the current and comparative periods is not entirely comparable, as the comparative figures show less than a full year's worth of group trade.

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 18 -
1.3
Basis of consolidation

The consolidated financial statements incorporate those of Generate Topco Limited and all of its non-dormant subsidiaries. Subsidiaries acquired during the year are consolidated using the purchase method. All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

 

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other ventures under a contractual arrangement are treated as joint ventures. In the group financial statements, joint ventures are accounted for using the equity method. The joint venture has a different year end to the rest of the group, being 31 December 2022, and is detailed management accounts have been used to determine the result for this entity, up to the year end date, to be included in the consolidated accounts.

1.4
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. The directors have considered relevant information, including the groups principal risks and uncertainties and the impact of subsequent events in making their assessment. 

 

At the reporting date, the company has net current liabilities of £5,070,123 however this is largely due to amounts payable to a fellow group company of £4,964,491. The directors of the fellow group company, who are also directors of Generate Topco Limited, have confirmed that payment of the liability will not be demanded until Generate Topco Limited has adequate resources to make such a payment. The directors of the fellow group company have also confirmed the availability of financial support to be made to Generate Topco Limited as required, for the foreseeable future and for at least 12 months from the date of the approval of the financial statements.

 

Based on these assessments and having regard to the resources available to the group, the directors have concluded that there is no material uncertainty and that they can continue to adopt the going concern basis in preparing the annual report and financial statements.

1.5
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT. Turnover is recognised when the company has transferred risks and rewards of ownership to the buyer.

Rental income from outlets leased out under operating leases is recognised in the group statement of comprehensive income on a straight-line basis over the life of the lease. Contingent rents, which comprise turnover rents, are recognised as income in the periods in which they are earned.

 

Lease incentives are recognised as an integral part of the net consideration for use of the property and amortised on a straight-line basis over the life of the lease.

1.6
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 19 -
1.7
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Site plant and equipment
Staight line over the remaining life of the site, unless the site is still under development where nil depreciation will be applied until such a point where it is complete and operational.
Fixtures and fittings
20% or 25% diminishing balance per annum / over the term of the lease on a straight line basis
Computers
33% straight line per annum

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

1.8
Fixed asset investments

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

Entities in which the group has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.

1.9
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss.

 

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset is estimated to be less that its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, on a first in first out basis.

1.11
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include deposits held at call with banks.

1.12
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
1
Accounting policies
(Continued)
- 20 -
Basic financial assets

Basic financial assets, which include trade and other debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost.

Basic financial liabilities

Basic financial liabilities, including trade and other creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

1.13
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.14
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

1.15
Provisions

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation. The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation.

1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the lease asset are consumed.

 

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

1.19
Government grants

Grants are credited to deferred revenue. Grants towards capital expenditure are released to the profit and loss account over the expected useful life of the assets. Grants towards revenue expenditure are released to the profit and loss account as the related expenditure is incurred.

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 21 -
2
Judgements and key sources of estimation uncertainty

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

 

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

Critical judgements

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

Going concern

As detailed in note 1.3 the directors have concluded that there is no material uncertainty relating to going concern for the group or company. Therefore they have continued to adopt the going concern basis in preparing the annual report and accounts.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Investment in subsidiaries and goodwill

The directors believe that no impairment is required to the carrying value of the investment in subsidiaries in the company of £31,774,659 (2022 - £31,774,659). As a result of this they also believe there is no impairment required to the carrying value of goodwill in the group, created from the purchase of these subsidiaries during the prior year, of £21,909,576 (2022 - £24,538,725).

Dismantling provision

The group has recognised a provision for dismantling and restoring the Shoreditch and Croydon sites at the end of the respective leases. This is based on cost estimates per square foot provided by an external expert. The value of the provision at the reporting date was £730,000 (2022 - £608,000).

Residual values of tangible fixed assets

The group has estimated the residual value of the development assets at the Shoreditch and Croydon sites, being the capital construction costs which are being appropriately depreciated over the term of the lease. The estimate is calculated based on the scrap value of the steel used to construct the sites, as well as the resale value of the containers used to accommodate tenants. The residual value of development assets owned by the group at the reporting date was £339,615 (2022 - £339,615).

3
Turnover and other revenue
2023
2022
£
£
Turnover analysed by class of business
Sales of goods
14,116,550
8,467,340
Sales of services
6,421,600
3,944,306
20,538,150
12,411,646
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
3
Turnover and other revenue
(Continued)
- 22 -
2023
2022
£
£
Other revenue
Interest income
7,807
12,586
Grants received
20,500
54,810
4
Exceptional item
2023
2022
£
£
Expenditure
Fees relating to company acquisition
179,253
1,125,545
Terminated site fees
38,394
-
Refinancing fees
821,869
-
Other exceptional costs
168,700
-
1,208,216
1,125,545
5
Operating profit/(loss)
2023
2022
£
£
Operating profit/(loss) for the year is stated after charging/(crediting):
Government grants
(20,500)
(54,810)
Depreciation of owned tangible fixed assets
722,978
447,211
Depreciation of tangible fixed assets held under finance leases
-
14,656
Profit on disposal of tangible fixed assets
-
(175)
Amortisation of intangible assets
2,629,149
1,752,766
Operating lease charges
985,012
605,713
6
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
9,000
10,000
Audit of the financial statements of the company's subsidiaries
42,550
32,000
51,550
42,000
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 23 -
7
Employees

The average monthly number of persons (including directors) employed by the group and company during the year was:

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Bar and administration staff
219
200
-
-
Head office staff
27
25
-
-
Total
246
225
-
0
-
0

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
4,496,752
2,829,350
-
0
-
0
Social security costs
446,377
256,553
-
-
Pension costs
69,345
37,192
-
0
-
0
5,012,474
3,123,095
-
0
-
0
8
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
293,053
302,124
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
176,075
89,795
9
Interest payable and similar expenses
2023
2022
£
£
Other interest on financial liabilities
2,181,535
773,667
Interest on finance leases and hire purchase contracts
-
(206)
Other interest
31,499
152,234
Total finance costs
2,213,034
925,695
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 24 -
10
Taxation
2023
2022
£
£
Current tax
Adjustments in respect of prior periods
-
0
(71,127)
Deferred tax
Origination and reversal of timing differences
451,730
(149,204)
Changes in tax rates
-
0
(183,372)
Total deferred tax
451,730
(332,576)
Total tax charge/(credit)
451,730
(403,703)

The actual charge/(credit) for the year can be reconciled to the expected credit for the year based on the profit or loss and the standard rate of tax as follows:

2023
2022
£
£
Loss before taxation
(2,018,620)
(1,239,679)
Expected tax credit based on the standard rate of corporation tax in the UK of 19.00% (2022: 19.00%)
(383,538)
(235,539)
Tax effect of expenses that are not deductible in determining taxable profit
192,671
116,803
Tax effect of utilisation of tax losses not previously recognised
-
0
(54,306)
Unutilised tax losses carried forward
(4,650)
(34,323)
Adjustments in respect of prior years
-
0
(71,127)
Group relief
-
0
(48,311)
Permanent capital allowances in excess of depreciation
(15,773)
(9,876)
Depreciation on assets not qualifying for tax allowances
2,933
2,083
Amortisation on assets not qualifying for tax allowances
499,538
333,026
Other permanent differences
-
0
309,059
Share based payment charge
-
0
(541,500)
Deferred tax adjustments in respect of prior years
63,549
-
0
Effect of change in local deferred tax rate
97,031
(169,637)
Rounding differences on deferred tax
(31)
(55)
Taxation charge/(credit)
451,730
(403,703)
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 25 -
11
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 May 2022 and 30 April 2023
26,291,491
Amortisation and impairment
At 1 May 2022
1,752,766
Amortisation charged for the year
2,629,149
At 30 April 2023
4,381,915
Carrying amount
At 30 April 2023
21,909,576
At 30 April 2022
24,538,725
The company had no intangible fixed assets at 30 April 2023 or 30 April 2022.
12
Tangible fixed assets
Group
Site plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
Cost
At 1 May 2022
2,216,368
1,164,378
83,306
3,464,052
Additions
1,058,134
243,765
141,118
1,443,017
Disposals
-
0
-
0
(733)
(733)
At 30 April 2023
3,274,502
1,408,143
223,691
4,906,336
Depreciation and impairment
At 1 May 2022
200,450
243,441
16,110
460,001
Depreciation charged in the year
300,037
374,932
48,009
722,978
At 30 April 2023
500,487
618,373
64,119
1,182,979
Carrying amount
At 30 April 2023
2,774,015
789,770
159,572
3,723,357
At 30 April 2022
2,015,918
920,937
67,196
3,004,051
The company had no tangible fixed assets at 30 April 2023 or 30 April 2022.
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 26 -
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
0
31,774,659
31,774,659
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 May 2022 and 30 April 2023
31,774,659
Carrying amount
At 30 April 2023
31,774,659
At 30 April 2022
31,774,659
14
Subsidiaries

Details of the company's subsidiaries at 30 April 2023 are as follows:

Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Boxpark Limited
(a)
Developing and managing food and beverage retail units
Ordinary
100.00
-
Boxpark Trading Limited
(a)
Bar trading
Ordinary
-
100.00
Boxpark Croydon Limited
(a)
Rental of units for trade
Ordinary
-
100.00
Boxpark 2 Limited
(a)
SPV for Joint Venture
Ordinary
-
100.00
Boxpark Trading 2 Limited
(a)
Dormant
Ordinary
-
100.00
Boxpark Brands Limited
(a)
Dormant
Ordinary
-
100.00
Boxpark L Limited
(a)
Dormant
Ordinary
-
100.00
Boxpark TB Limited
(a)
Dormant
Ordinary
-
100.00

Registered office addresses:

(a)
Boxpark 3rd Floor, 60 Worship Street, London, EC2A 2EZ
15
Joint ventures

Details of joint ventures at 30 April 2023 are as follows:

Name of undertaking
Registered office
Nature of business
Interest
% Held
held
Direct
Indirect
BPQW LLP
Boxpark 3rd Floor, 60 Worship Street, London, EC2A 2EZ
Rental of units for trade
50%
-
50.00
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 27 -
16
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Finished goods and goods for resale
191,699
203,413
-
0
-
0
17
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
Trade debtors
722,298
532,665
-
0
-
0
Corporation tax recoverable
-
0
70,232
-
0
-
0
Amounts owed by undertakings in which the company has a participating interest
82,679
313,459
-
-
Other debtors
446,595
256,873
24,130
11,531
Prepayments and accrued income
682,063
616,897
81,527
88,000
1,933,635
1,790,126
105,657
99,531
Deferred tax asset (note 22)
304,181
764,062
252,900
-
0
2,237,816
2,554,188
358,557
99,531
Amounts falling due after more than one year:
Prepayments and accrued income
51,033
57,735
-
0
-
0
Total debtors
2,288,849
2,611,923
358,557
99,531

Amounts owed by group undertakings and participating interests have no terms and are therefore repayable on demand. Whilst the classification as current assets reflects the contractual nature of the loans, the company does not seek repayment of these loans until the entities are financially able to do so. This may be more than 12 months from the reporting date, as part of the company's ongoing financial support to the rest of the group.

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 28 -
18
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans
20
-
0
369,232
-
0
-
0
Trade creditors
1,071,804
905,159
236,618
-
0
Amounts owed to group undertakings
-
0
-
0
4,964,491
904,194
Other taxation and social security
503,127
744,076
-
-
Deferred income
457,926
445,421
-
0
-
0
Other creditors
257,360
15,795,248
-
0
15,401,183
Accruals
935,565
1,070,143
227,571
12,500
3,225,782
19,329,279
5,428,680
16,317,877

Amounts owed to group undertakings and participating interests have no terms and are therefore repayable on demand. Whilst the classification as current liabilities reflects the contractual nature of the loans, the creditor company will not seek repayment of these loans until Generate Topco Limited is financially able to do so. This may be more than 12 months from the reporting date, as part of the ongoing financial support companies of the group provide each other.

19
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
20
-
0
1,228,033
-
0
-
0
Other borrowings
20
26,075,573
12,795,975
26,075,573
12,795,975
Other creditors
359,112
213,858
-
0
-
0
26,434,685
14,237,866
26,075,573
12,795,975
Amounts included above which fall due after five years are as follows:
Payable other than by instalments
14,075,573
12,795,975
14,075,573
12,795,975
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 29 -
20
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
-
0
1,597,265
-
0
-
0
Loans from group undertakings
13,482,301
12,256,637
13,482,301
12,256,637
Other loans
12,593,272
539,338
12,593,272
539,338
26,075,573
14,393,240
26,075,573
12,795,975
Payable within one year
-
0
369,232
-
0
-
0
Payable after one year
26,075,573
14,024,008
26,075,573
12,795,975

The bank loan was secured by a charge over the share capital of a subsidiary company and interest was charged at a fixed rate of 10.9% per annum on this balance. The loan has been repaid in full within the year.

 

The loan payable to group undertakings is secured by fixed and floating charges over all assets belonging to the group, and interest is charged at a fixed rate of 10% per annum. The loan is due for repayment in full on 2 September 2028.

 

Other loans include a loan of £12,000,000 which is secured by fixed and floating charges over all assets belonging to the group, and interest is charged at a variable rate of 8.5% above the Sterling Overnight Index Average ("SONIA") per annum. This loan is due for repayment in full on 2 September 2027. Other loans also includes a number of secured and unsecured loan notes, on which interest is charged at a fixed rate of 10% per annum, and which are due for repayment in full on 2 September 2028.

21
Provisions for liabilities
Group
Group
Company
2023
2023
2023
2022
Notes
£
£
£
£
Dismantling provision
730,000
730,000
-
-
730,000
730,000
-
-
Deferred tax liabilities
22
159,500
159,500
-
0
-
0
889,500
889,500
-
0
-
0
Movements on provisions apart from deferred tax liabilities:
Dismantling provision
Group
£
At 1 May 2022
608,000
Additional provisions in year
122,000
At 30 April 2023
730,000
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 30 -
22
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
160,700
168,426
-
5,300
Tax losses
-
-
304,181
758,062
Retirement benefit obligations
(1,200)
(775)
-
700
159,500
167,651
304,181
764,062
Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Company
£
£
£
£
Tax losses
-
-
252,900
-
Group
Company
2023
2023
Movements in the year:
£
£
Asset at 1 May 2022
(596,411)
-
Charge/(credit) to profit or loss
451,730
(252,900)
Asset at 30 April 2023
(144,681)
(252,900)

The deferred tax asset set out above relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above relates to accelerated capital allowances that are expected to mature in a future period.

23
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
69,345
37,192

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 31 -
24
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A1 of 5p each
535,000
535,000
26,750
26,750
Ordinary A2 of £1 each
1,880
1,880
1,880
1,880
Ordinary A3 of 1p each
36,300
36,300
363
363
Ordinary B of 30p each
279,322
279,322
83,797
83,797
Ordinary C1 of 1p each
13,801
13,801
138
138
Ordinary C2 of 1p each
128,655
123,655
1,287
1,237
994,958
989,958
114,215
114,165

On 3 November 2022, 5,000 £0.01 C Ordinary shares were allotted at par value.

 

All of the share classes have the following rights: entitled to receive notice of, attend and to vote at any general meeting. Entitled to pro-rata share of dividends and distributions in proportion to number of shares held, subject to the articles of association. Entitled to pro-rata share of capital distributions in proportion to number of shares held, subject to the articles of association. No right to redeem shares.

25
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
468,875
714,833
-
-
Between two and five years
695,000
703,875
-
-
1,163,875
1,418,708
-
-
Lessor

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Group
Company
2023
2022
2023
2022
£
£
£
£
Within one year
1,969,911
1,861,131
-
-
Between two and five years
2,671,827
1,829,375
-
-
4,641,738
3,690,506
-
-
GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 32 -
26
Financial commitments, guarantees and contingent liabilities

The group has the following fixed charges:

Over all the assets of the parent company, including a negative pledge.

There are a number of fixed and floating debentures over various property and undertakings of the group, including negative pledges.

The following fixed charges were outstanding at the reporting date, but have been satisfied since the year-end:

In the parent company, over the shares of a subsidiary company, including negative pledge.

Rights to, title and interest in any of the container boxes and all related property rights held within the parent company.

Over the assignment of material contracts and insurance policies of the company, including negative pledge, in a subsidiary company.

Over the bank accounts of the company, including negative pledge, in a subsidiary company.

 

27
Related party transactions

During the year, the group and company incurred costs of £213,058 (2022 - £50,000) from LDC (Managers) Limited, a connected company under common control of a shareholder of the group. At the balance sheet date, £221,050 (2022 - £nil) is due to LDC (Managers) Limited and is shown within trade creditors.

During the year, the group and company incurred interest charges of £1,225,664 (2022 - £759,149) on a loan from the immediate parent company, LDC X LP. At the balance sheet date the group and company owed £13,482,301 (2022 - £12,256,637) to LDC X LP, being a loan note of £11,497,488 (2022 - £11,497,488) and accrued interest payable of £1,984,813 (2022 - £759,149). This amount is included within creditors falling due after more than one year.

During the year, the group charged management fees of £200,000 (2022 - £216,667) and incurred costs of £786,130 (2022 - £586,915) from, BPQW LLP. At the balance sheet date, £82,679 (2022 - £313,459) is owed from BPQW LLP and is shown within debtors due within one year.

During the year the group recharged costs of £805 (2022 - £59,390) to, and incurred costs of £58,310 (2022 - £52,601) from Brands Inc Limited. At the balance sheet date, £Nil (2022 - £Nil) is owed to the group. This company is a connected company as it is under the control of a shareholder of the group.

During the year, the group incurred costs of £5,700 (2022 - £nil) from Bechouse Limited, a company in which one of the group's directors is both a director and a shareholder.

28
Controlling party

The ultimate controlling party is Lloyds Banking Group PLC. Their registered address is: The Mound, Edinburgh, EH1 1YZ

GENERATE TOPCO LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 30 APRIL 2023
- 33 -
29
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the year after tax
(2,470,350)
(835,976)
Adjustments for:
Taxation charged/(credited)
451,730
(403,703)
Finance costs
2,213,034
925,695
Investment income
(7,807)
(12,586)
Gain on disposal of tangible fixed assets
-
(176)
Amortisation and impairment of intangible assets
2,629,149
1,752,766
Depreciation and impairment of tangible fixed assets
722,978
461,867
Movements in working capital:
Decrease/(increase) in stocks
11,714
(17,270)
(Increase)/decrease in debtors
(207,039)
540,291
(Decrease)/increase in creditors
(15,829,088)
471,274
Increase/(decrease) in deferred income
12,505
(507,130)
Cash (absorbed by)/generated from operations
(12,473,174)
2,375,052
30
Analysis of changes in net debt - group
1 May 2022
Cash flows
Other non-cash changes
30 April 2023
£
£
£
£
Cash at bank and in hand
7,301,878
(4,018,498)
-
3,283,380
Borrowings excluding overdrafts
(14,393,240)
(10,402,735)
(1,279,598)
(26,075,573)
(7,091,362)
(14,421,233)
(1,279,598)
(22,792,193)

Non-cash movements shown above of £1,279,598 relate to interest charges accrued on borrowings.

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