Company registration number 10314102 (England and Wales)
RED MIST HOLDINGS LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022
PAGES FOR FILING WITH REGISTRAR
RED MIST HOLDINGS LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 8
RED MIST HOLDINGS LIMITED
BALANCE SHEET
AS AT
25 DECEMBER 2022
25 December 2022
- 1 -
25 December 2022
26 December 2021
Notes
£
£
£
£
Fixed assets
Investments
4
870,290
870,291
Current assets
Debtors
6
23,627,084
14,242,190
Cash at bank and in hand
1,431
26,569
23,628,515
14,268,759
Creditors: amounts falling due within one year
7
(9,132,184)
(2,853,739)
Net current assets
14,496,331
11,415,020
Total assets less current liabilities
15,366,621
12,285,311
Creditors: amounts falling due after more than one year
8
(13,565,912)
(9,732,208)
Net assets
1,800,709
2,553,103
Capital and reserves
Called up share capital
9
1,418,031
1,418,031
Share premium account
2,929,062
2,929,061
Profit and loss reserves
(2,546,384)
(1,793,989)
Total equity
1,800,709
2,553,103
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 4 March 2024 and are signed on its behalf by:
Mr David Ramsey
Director
Company registration number 10314102 (England and Wales)
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 DECEMBER 2022
- 2 -
1
Accounting policies
Company information
Red Mist Holdings Limited is a private company limited by shares incorporated in England and Wales. The registered office is The Wool Barn, Peper Harow, Godalming, Surrey, GU8 6BQ.
1.1
Reporting period
FRS 102 3.10 An entity shall present a complete set of financial statements (including comparative information as set out in paragraph 3.14) at least annually. When the end of an entity’s reporting period changes and the annual financial statements are presented for a period longer or shorter than one year, the entity shall disclose the following: (a) that fact; (b) the reason for using a longer or shorter period; and (c) the fact that comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
1.2
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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 £.
The financial statements have been prepared under the historical cost convention, [modified to include the revaluation of freehold properties and to include investment properties and certain financial instruments at fair value]. The principal accounting policies adopted are set out below.
1.3
Going concern
The Company has net assets of £1,800,709 (2021: £2,553,103) and net current assets of £14,496,331 (2021: £11,415,020).true
The directors have reviewed the future liquidity requirements and have considered the cash flow forecasts of the Company. The Company is party to a group structure and the group produces long-term financial forecasts which show the Company is able to operate and meet its financial obligations as they fall due as they have support from its holding company as and when required. Fellow group companies will also relinquish the right to call up intercompany loans owned by the Company when required. Based on this review and the future business prospects of the Company and its group the Directors believe the Company will be able to meet its liabilities as they fall due. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.
1.4
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022
1
Accounting policies
(Continued)
- 3 -
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.5
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.6
Financial instruments
The company 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.
Financial instruments are recognised in the company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally 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.
Basic financial assets
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Classification of financial liabilities
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.
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022
1
Accounting policies
(Continued)
- 4 -
Basic financial liabilities
Basic financial liabilities, including 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.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
1.7
Equity instruments
Equity instruments issued by the company 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 company.
2
Auditor's remuneration
2022
2021
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
15,833
46,550
3
Employees
The Company have no employees other than the directors, who received no remuneration in the current or prior year.
4
Fixed asset investments
2022
2021
£
£
Shares in group undertakings and participating interests
870,290
870,291
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022
4
Fixed asset investments
(Continued)
- 5 -
Movements in fixed asset investments
Shares in subsidiaries
£
Cost or valuation
At 27 December 2021
870,291
Disposals
(1)
At 25 December 2022
870,290
Carrying amount
At 25 December 2022
870,290
At 26 December 2021
870,291
5
Subsidiaries
Details of the company's subsidiaries at 25 December 2022 are as follows:
Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Red Mist Leisure Ltd
Ordinary
100.00
Red Mist Pubs Ltd
Ordinary
100.00
MWR Developments Ltd
Ordinary
100.00
Red Mist Parrot Inn Limited
Ordinary
100.00
The registered office of all subsidiary undertakings is The Wool Barn, Peper Harow, Godalming, England, GU8 6BQ.
6
Debtors
2022
2021
Amounts falling due within one year:
£
£
Trade debtors
600
600
Amounts owed by group undertakings
23,191,349
13,946,119
Loans and other receivables
435,135
295,471
23,627,084
14,242,190
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022
- 6 -
7
Creditors: amounts falling due within one year
2022
2021
£
£
Trade creditors
2,637
Amounts owed to group undertakings
9,115,056
2,129,648
Corporation tax
1,275
1,275
Other creditors
720,174
Accruals and deferred income
15,853
5
9,132,184
2,853,739
8
Creditors: amounts falling due after more than one year
2022
2021
Notes
£
£
Other borrowings
13,565,912
9,361,189
Accruals and deferred income
371,019
13,565,912
9,732,208
9
Called up share capital
2022
2021
2022
2021
Ordinary share capital
Number
Number
£
£
850,000 Ordinary A shares (2021: 850,000) of £1 each
850,000
850,000
850,000
850,000
560,000 Ordinary B1 shares (2021: 560,000) of £1 each
560,000
560,000
560,000
560,000
803,149 Ordinary B2 shares (2021: 803,149) of 1p each
803,149
803,149
8,031
8,031
2,213,149
2,213,149
1,418,031
1,418,031
The ordinary share is allotted, called up and fully paid.
10
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022
10
Audit report information
(Continued)
- 7 -
Senior Statutory Auditor:
Marc Waterman
Statutory Auditor:
UHY Hacker Young
RED MIST HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 DECEMBER 2022
- 8 -
11
Related party transactions
KH V Lending 302 Limited is a company who's ultimate parent entity is Kitty Hawk Capital Partners V LP, a limited partnership registered in Jersey, and which has a controlling interest in Red Lion Holdings LLP, the smallest and largest undertaking which produces consolidated accounts that include the Company. During the year KH V Lending 302 Limited provided a number of loans to the Company as set out below:
On 22 January 2021, the Company entered into a loan agreement with KH V Lending 302 Limited for monies totalling £4,006,562. During the year additional capital was added so that the loan totalled £6,300,000. Amounts lent under the agreement accrue interest at 10% per annum. Total interest recognised in the year totals £546,528 (2021: £440,040). Total amounts are repayable under the terms of the agreement under a joint venture which allows repayment of the loan only after the calculation of a residual surplus after accounting for other specified expenses, taxes and loan repayments of the group headed by Red Mist Holdings Limited calculated over each distribution period (being monthly or 1 day before the dissolution or sale of the company).
On this basis amounts held under the loan totalling £6,300,000 (2021: £4,929,192) have been presented within creditors due in more than one year as, on the basis of the conditions that existed at the balance sheet date, the lender has no mechanism to enforce payment within one year.
Additionally, the company entered into a separate loan agreement with KH V Lending 302 Limited for monies totalling £5,000,000. Interest was payable at a rate of 12% per annum for the first six months and 18% per annum thereafter, compounded on each interest payment date, being every three months after the loan is made. The loan termination date is two years. Interest charged on this loan totalled £689,524 (2021: £589,819).
The Company has taken advantage of the exemption available under FRS 102 not to disclose transactions with wholly owned group members.
12
Directors' transactions
During the year the now former director loan balance was repaid as part of a sale agreement dated 01/07/2022 between Red lion Holdings 2 and the directors.
13
Parent company
The Company's immediate and ultimate parent entity is Red Lion Holdings LLP, a limited liability partnership incorporated in England and Wales. The registered office address of Red Lion Holdings LLP is The Wool Barn, Peper Harow, Godalming, Surrey, GU8 6BQ. The smallest and largest group of which the Company is a member and for which group accounts are prepared is Red Lion Holdings LLP. Copies of these are available from Companies House.
It is the opinion of the directors that there is no single controlling party of the Company.
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