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Registered number: 12158108












GOTHAM NEWCO 2 LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

 

GOTHAM NEWCO 2 LIMITED

CONTENTS



Page
Company information
 
1
Strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Profit and loss account
 
10
Balance sheet
 
11
Statement of changes in equity
 
12
Statement of cash flows
 
13
Notes to the financial statements
 
14 - 26

 

GOTHAM NEWCO 2 LIMITED
 
COMPANY INFORMATION


Directors
F G Callingham 
P A Callingham 




Registered number
12158108



Registered office
C/O Starboard Hotels Limited
Park House

10 Penn Road

Beaconsfield

HP9 2LH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

GOTHAM NEWCO 2 LIMITED
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2023

Introduction

The directors present their strategic report for the year ended 31 January 2023. The principal activity of the company during the year was that of a pizza delivery company.

Business review

The company operates from 27 sites in Northern England, under the Pizza Hut franchise, as a pizza takeaway and delivery service.
Gotham Newco 2 Limited is under a franchise agreement with Yum! III (UK) Limited.
The Quick Services and Casual Dining industry remains a highly competitive environment, with multiple branded and local players operating in the same categories. The sector continues to be highly value driven and an expanding aggregator presence has introduced an independent platform to open up new sales opportunities. The directors believe that the industry will continue to remain competitive, whilst still offering considerable potential for growth.
The company ensures that a very strong customer focus is maintained throughout all its activities. The company reviews its financial, operational and customer measures, to monitor, manage and reward store level performance and how that translates to the ultimate customer journey. The company has robust systems in place that provide a variety of KPIs, enabling accurate diagnosis of performance and trends. In the Pizza delivery segment, speed of service is of particular importance and the company aims to maximise performance against this metric.

Principal risks and uncertainties

Interest rate risk

The company and group finances it operations through generated cashflows and retained profits. As a result the exposure to interest rate risk is considerably reduced.

Liquidity risk

The company made loss throughout the accounting year. Any potential funding requirements would be financed by the parent company and its shareholders. 

Credit risk

As all sales are paid for on receipt, aside from minimal credit card cashbacks, credit risk is mitigated.

Other risks

The directors of the company are committed to ensuring that they consider the societal aspects of their operations and seek to mitigate any such risks the company may face. The company is a franchise of Pizza Hut and they are obliged through the franchise to offer a choice for their customers and produce a wide range of freshly prepared, high quality food and drinks, which can all be enjoyed as a treat and as part of a balanced diet. Nutritional information for all menus is available from the Pizza Hut website. Pizza Hut has signed up to the Alliance of out of home dining companies’ Code of Practice which sets out commitments on sugar reductions.

Page 2

 

GOTHAM NEWCO 2 LIMITED

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023

Going concern and future developments

The company has made significant losses in the year to 31 January 2023 and subsequent to the year end. The company is mitigating as far as it can the affects of rising costs and restricted demand due to the cost of living crisis. The company is wholly reliant on the support of Starboard Hotels Limited who during the year ended 31 January 2023 provided working capital and financing in the amount of £850,000 and has continued to provide support subsequent to the year end. The directors have received a letter of support from Starboard Hotels Limited which is why they have prepared the accounts on a going concern basis. The letter provides that Starboard Hotels Limited will support the company for 12 months from the date the accounts are approved.

Financial key performance indicators

This was the third accounting period for the company.

The company has had a very difficult trading year, resulting in a loss before tax of £1,590,597 (2022: profit before tax £1,069,039) and negative EBITDA of £1,325,539 (2022: positive EBITDA £1,154,675) on revenue of £12,236,356 (2022: £15,943,328), earned from its 27 (2022: 27) sites. Revenue per store amounted to £453,198 (2022: £590,494) over the year.
As at 31 January 2023 the company’s net liabilities amounted to £240,750 (2022: net assets £1,249,313).
The company was exposed in the year to significant macroeconomic pressures caused by the cost of living crisis, inflationary pressures and contraction in the general hospitality sector, as well as the crisis in Ukraine and the increase in VAT as the Covid-19 relief ceased.

Environmental considerations

We promote the principles of reduce, reuse and recycle to all of our sites. We commit to lessen our impact on the environment and are actively looking at ways to divert waste from landfill.

Corporate social responsibility
 
The company actively monitors adherence to governance and regulatory requirements. It has a number of internal policies and standards to ensure compliance and, where appropriate, provides training to relevant members of staff where needed. The recommended codes of conduct are regarded as minimum standards for serving to protect welfare of the communities, customers and staff with whom we operate. The impact of the company's activities on the environment is monitored. 
 
The company has zero tolerance to slavery and human trafficking and our statement is made in accordance with the Modern Slavery Act 2015, which is reviewed by the board annually.

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



F G Callingham
Director

Date: 13 November 2023
Page 3

 

GOTHAM NEWCO 2 LIMITED

DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2023

The directors present their report and the financial statements for the year ended 31 January 2023.

Dividends

The loss for the year, after taxation, amounted to £1,490,063 (2022 - profit £954,605).

Directors

The directors who served during the year were:

F G Callingham 
P A Callingham 

Matters covered in the strategic report

As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008', in the strategic report.

Employee involvement

During the year, the policy of providing employees with information about the company has been in place and employees are able to present their suggestions and views on the company's performance. Discussions are held between local management and employees and these allow for an exchange of information and ideas.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. 

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company's auditor is aware of that information.

Auditor

The auditor, Blick Rothenberg Audit LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.


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




F G Callingham
Director

Date: 13 November 2023
Page 4

 

GOTHAM NEWCO 2 LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2023

The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period.

 In preparing these financial statements, the directors are required to:

select suitable accounting policies for the company's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;


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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 

GOTHAM NEWCO 2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED
 FOR THE YEAR ENDED 31 JANUARY 2023

Opinion


We have audited the financial statements of Gotham Newco 2 Limited (the 'company') for the year ended 31 January 2023, which comprise the profit and loss account, the balance sheet, the statement of cash flows, the statement of changes in equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the company's affairs as at 31 January 2023 and of its loss for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.


Page 6

 

GOTHAM NEWCO 2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023

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 ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the 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
 

In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 5, 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 company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

GOTHAM NEWCO 2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023

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:

the engagement partner ensured that the engagement team collectively had the appropriate competence,
capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and 
identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
 
making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
To address the risk of fraud through management bias and override of controls, we:
 
performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and 
investigated the rationale behind significant or unusual transactions.
 
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
 
agreeing financial statement disclosures to underlying supporting documentation;
reading the minutes of meetings of those charged with governance;
enquiring of management as to actual and potential litigation and claims.
 



 
Page 8

 

GOTHAM NEWCO 2 LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2023

Auditor's responsibilities for the audit of the financial statements (continued)

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
 
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our 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 2006Our 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.





Andrew Sanford (senior statutory auditor)
  
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
  
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
17 November 2023
Page 9

 

GOTHAM NEWCO 2 LIMITED
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2023

2023
2022
Note
£
£

  

Turnover
 4 
12,236,356
15,943,328

Cost of sales
  
(10,593,180)
(11,496,269)

Gross profit
  
1,643,176
4,447,059

Administrative expenses
  
(3,233,773)
(3,378,020)

Operating (loss)/profit
 5 
(1,590,597)
1,069,039

Tax on (loss)/profit
 7 
100,534
(114,434)

(Loss)/profit for the financial year
  
(1,490,063)
954,605

There are no items of other comprehensive income for either the year or the prior year other than the (loss)/profit for the year. Accordingly, no statement of other comprehensive income has been presented.

Page 10


 
REGISTERED NUMBER:12158108
GOTHAM NEWCO 2 LIMITED

BALANCE SHEET
AS AT 31 JANUARY 2023

2023
2022
Note
£
£

Fixed assets
  

Tangible assets
 8 
1,187,700
592,014

  
1,187,700
592,014

Current assets
  

Stocks
 9 
112,545
95,565

Debtors: amounts falling due after more than one year
 10 
165,480
162,480

Debtors: amounts falling due within one year
 10 
426,457
364,788

Cash at bank and in hand
  
47,017
1,616,218

  
751,499
2,239,051

Creditors: amounts falling due within one year
 11 
(2,116,503)
(1,473,073)

Net current (liabilities)/assets
  
 
 
(1,365,004)
 
 
765,978

Total assets less current liabilities
  
(177,304)
1,357,992

Creditors: amounts falling due after more than one year
 12 
(19,293)
(31,521)

Provisions for liabilities
  

Deferred tax
 14 
-
(77,158)

Other provisions
  
(44,153)
-

  
 
 
(44,153)
 
 
(77,158)

Net (liabilities)/assets
  
(240,750)
1,249,313


Capital and reserves
  

Called up share capital 
 16 
2
2

Share premium account
 17 
289,999
289,999

Profit and loss account
 17 
(530,751)
959,312

Total (deficit)/equity
  
(240,750)
1,249,313


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




F G Callingham
Director

Date: 13 November 2023

The notes on pages 14 to 26 form part of these financial statements.
Page 11

 

GOTHAM NEWCO 2 LIMITED

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2023


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 February 2021
2
289,999
4,707
294,708


Comprehensive income for the year

Profit for the year
-
-
954,605
954,605
Total comprehensive income for the year
-
-
954,605
954,605



At 31 January 2022 and 1 February 2022
2
289,999
959,312
1,249,313


Comprehensive income for the year

Loss for the financial year
-
-
(1,490,063)
(1,490,063)
Total comprehensive income for the year
-
-
(1,490,063)
(1,490,063)


At 31 January 2023
2
289,999
(530,751)
(240,750)


The notes on pages 14 to 26 form part of these financial statements.
Page 12

 

GOTHAM NEWCO 2 LIMITED

STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2023

2023
2022
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(1,490,063)
954,605

Adjustments for:

Depreciation of tangible assets
265,058
85,636

Taxation charge
(100,534)
114,434

Increase in stocks
(16,980)
(14,911)

(Increase)/decrease in debtors
(17,806)
108,793

(Increase)/decrease in amounts owed by groups
(46,863)
-

Increase in creditors
712,021
751,685

Decrease in amounts owed to groups
(45,215)
(26,103)

Increase in provisions
44,153
-

Corporation tax paid
-
(110,894)

Net cash (used in)/generated from operating activities

(696,229)
1,863,245


Cash flows from investing activities

Purchase of tangible fixed assets
(860,744)
(394,519)

Net cash used in investing activities

(860,744)
(394,519)

Cash flows from financing activities

Repayment of finance leases
(12,228)
(11,277)

Net cash used in financing activities
(12,228)
(11,277)

Net (decrease)/increase in cash and cash equivalents
(1,569,201)
1,457,449

Cash and cash equivalents at beginning of year
1,616,218
158,769

Cash and cash equivalents at the end of year
47,017
1,616,218


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
47,017
1,616,218

47,017
1,616,218


Page 13

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

1.


General information

The company operates from 27 leased premises providing pizza delivery stores under the Pizza Hut brand. All the stores are located in the North of England.

Gotham Newco 2 Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is Park House, 10 Penn Road, Beaconsfield, England, HP9 2LH.

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 £.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Going concern

The company has made a loss of £1,490,063 which was due to the competitive and economic pressures outlined in the strategic report which commenced in early 2022. Accordingly the company has a shareholder's deficit of £240,750 as at 31 January 2023.
The company continues to be dependent upon the financial support of Starboard Hotels Limited a company under common control.
Starboard Hotels Limited have confirmed that they will continue to provide support to Gotham Newco 2 Limited for at least 12 months from the signing of the balance sheet date to allow the business to continue to trade as a going concern.
The directors have made enquiry of Starboard Hotels Limited and reviewed the expected performance of the company in 2023 and beyond and determined that the Starboard Hotels Limited has sufficient financial resources to meet any funding requirements for Gotham Newco 2 Limited.
As a result of the above, the directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing the financial statements.
No adjustments have been made to the carrying value of assets or liabilities that might be required in the event that the going concern assumption does not apply.

Page 14

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

2.Accounting policies (continued)

 
2.3

Turnover

Turnover comprises sales of take away and home delivery food from company leased premises. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates and value added taxes.
The following criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when all of the following conditions are satisfied:
the company has transferred the significant risks and rewards of ownership to the buyer;
the company retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold;
the amount of revenue can be measured reliably;
it is probable that the company will receive the consideration due under the transaction; and
the costs incurred or to be incurred in respect of the transaction can be measured reliably.

 
2.4

Operating leases: the company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.5

Leased assets: the company as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the company. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

 
2.6

Pensions

Defined contribution pension plan

The company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into a separate entity. Once the contributions have been paid the company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the balance sheet. The assets of the plan are held separately from the company in independently administered funds.

 
2.7

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 15

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Short-term leasehold property
-
20%           straight-line
Fixtures and fittings
-
20-33%      straight-line

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

  
2.8

Stocks

Stocks are stated at the lower of cost or net realisable value, on a first in, first out basis.


2.9

Financial instruments

The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.

Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument. 

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. 
 
The company’s policies for its major classes of financial assets and financial liabilities are set out below. 

Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.

Page 16

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

2.Accounting policies (continued)





Financial instruments (continued)

Financial liabilities

Basic financial liabilities, including trade and other creditors and loans from fellow group companies 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 

For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 

For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.

Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Page 17

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

2.Accounting policies (continued)

  
2.10

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the statement of cash flows, cash is shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.

  
2.11

Share capital

Ordinary shares are classified as equity.

  
2.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.13

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income.

Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements.
Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
 
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Page 18

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The key assumptions made concerning the future and other sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities in the next financial year are listed below:

Useful economic lives of tangible fixed assets

In preparing these financial statements, the directors have exercised judgment in determining the useful economic lives of tangible fixed assets on which the depreciation charge is computed. Should the useful economic life of this class of asset be longer or shorter than estimated, then the depreciation charge would be lower or higher than calculated.


4.


Turnover

An analysis of turnover by class of business is as follows:


2023
2022
£
£

Sale of goods
12,236,356
15,943,328


Analysis of turnover by country of destination:

2023
2022
£
£

United Kingdom
12,236,356
15,943,328



5.


Operating (loss)/profit

The operating (loss)/profit is stated after charging:

2023
2022
£
£

Other operating lease rentals
525,055
508,431

Depreciation
265,058
85,636

Fees payable to the company's auditor and its associates for the audit of the company's financial statement
25,510
18,000

Fees payable to the company's auditor and its associates for the non-audit services
3,000
3,000

Page 19

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

6.


Employees

Staff costs were as follows:


2023
2022
£
£

Wages and salaries
5,258,306
5,983,875

Social security costs
210,540
291,907

Cost of defined contribution scheme
26,638
62,577

5,495,484
6,338,359


No directors remuneration was paid in the year.

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


        2023
        2022
            No.
            No.







Sales and distribution
443
522



Administration
2
9

445
531


7.


Taxation


2023
2022
£
£

Corporation tax


Current tax on profits for the year
-
29,687

Adjustments in respect of previous periods
(23,376)
-


(23,376)
29,687


Total current tax
(23,376)
29,687

Deferred tax


Origination and reversal of timing differences
(77,158)
84,747

Total deferred tax
(77,158)
84,747


Taxation on (loss)/profit on ordinary activities
(100,534)
114,434
Page 20

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023
 
7.Taxation (continued)


Factors affecting tax charge for the year

The tax assessed for the year is higher than (2022 - lower than) the standard rate of corporation tax in the UK of 19% (2022 - 19%). The differences are explained below:

2023
2022
£
£


(Loss)/profit on ordinary activities before tax
(1,590,597)
1,069,039


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 19% (2022 - 19%)
(302,213)
203,117

Effects of:


Capital allowances for year in excess of depreciation
(65,177)
9,977

Adjustments to tax charge in respect of prior periods
(23,376)
-

Short-term timing difference leading to an increase (decrease) in taxation
1,476
(8,171)

Deferred tax liability not recognised
(77,158)
-

Unrelieved tax losses carried forward
365,129
-

Other differences leading to an increase in the tax charge
-
6,311

Group relief
785
(96,800)

Total tax (credit)/charge for the year
(100,534)
114,434


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 21

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

8.


Tangible fixed assets





Short-term leasehold property
Fixtures and fittings
Total

£
£
£



Cost


At 1 February 2022
462,535
280,805
743,340


Additions
571,301
289,443
860,744



At 31 January 2023

1,033,836
570,248
1,604,084



Depreciation


At 1 February 2022
114,604
36,722
151,326


Charge for the year on owned assets
163,174
89,656
252,830


Charge for the year on financed assets
-
12,228
12,228



At 31 January 2023

277,778
138,606
416,384



Net book value



At 31 January 2023
756,058
431,642
1,187,700



At 31 January 2022
347,931
244,083
592,014




The net book value of land and buildings may be further analysed as follows:


2023
2022
£
£

Short-term leasehold property
756,058
347,931

756,058
347,931


The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


2023
2022
£
£



Fixtures and fittings
31,589
43,817

31,589
43,817

Page 22

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

9.


Stocks

2023
2022
£
£

Raw materials and consumables
112,545
95,565



10.


Debtors

2023
2022
£
£

Due after more than one year

Other debtors
165,480
162,480

165,480
162,480

Due within one year

Trade debtors
310,519
279,555

Amounts owed by group undertakings
46,863
-

Other debtors
-
11,568

Prepayments and accrued income
69,075
73,665

591,937
527,268



11.


Creditors: Amounts falling due within one year

2023
2022
£
£

Trade creditors
344,355
498,933

Amounts owed to group undertakings
-
45,215

Corporation tax
-
23,376

Other taxation and social security
284,109
229,816

Obligations under finance lease and hire purchase contracts
12,228
12,228

Other creditors
1,020,584
174,920

Accruals and deferred income
455,227
488,585

2,116,503
1,473,073


Liabilities under finance leases are secured.

Page 23

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

12.


Creditors: Amounts falling due after more than one year

2023
2022
£
£

Net obligations under finance leases and hire purchase contracts
19,293
31,521


Liabilities under finance leases are secured.


13.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

2023
2022
£
£


Within one year
12,228
12,228

Between 1-5 years
19,293
31,521

31,521
43,749


14.


Deferred taxation




2023


£






At beginning of year
(77,158)


Charged to profit or loss
77,158



At end of year
-

The deferred taxation balance is made up as follows:

2023
2022
£
£


Accelerated capital allowances
-
(78,109)

Other timing differences
-
951

-
(77,158)

Page 24

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

15.


Provisions




Other provision

£





Charged to profit or loss
44,153



At 31 January 2023
44,153

This provision relates to one property where rental payments continued to be made despite the outlet being closed. Accordingly it has been treated as an onerous lease.


16.


Share capital

2023
2022
£
£
Allotted, called up and fully paid



2 (2022 - 2) Ordinary shares of £1.00 each
2
2



17.


Reserves

Share premium account

The share premium reserve includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

18.


Analysis of net debt




At 1 February 2022
Cash flows
At 31 January 2023
£

£

£

Cash at bank and in hand

1,616,218

(1,569,201)

47,017

Finance leases

(43,749)

12,228

(31,521)


1,572,469
(1,556,973)
15,496

Page 25

 

GOTHAM NEWCO 2 LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2023

19.


Commitments under operating leases

At 31 January 2023 the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2023
2022
£
£


Not later than 1 year
441,663
453,187

Later than 1 year and not later than 5 years
1,180,102
826,353

Later than 5 years
540,106
464,628

2,161,871
1,744,168

20.
Related party transactions

The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures"  from disclosing transactions with entities which are a wholly owned part of the group.

Transactions with  (other) related parties are as follows:




Relationship

Transaction

Amount
Amount due (to)/from related parties




2023
 
2022 
2023 
2022 




£
 
£ 
£ 
£ 



Starboard Hotels Limited (common shareholder)
Loan
(850,000)
-
(850,000)
-


Amounts owed to related parties are unsecured, interest free and due for repayment within one year.


21.


Controlling party

The company's shareholder is Starboard Delivery Limited, a company incorporated in England and Wales.
 
The controlling parties of Starboard Delivery Limited are Paul and Frazer Callingham.
 
Page 26