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High Road Restaurants Group Bidco Limited

Annual Report and Financial Statements
Period from 27 June 2022 to 25 June 2023

Registration number: 10482252

 

High Road Restaurants Group Bidco Limited

Contents

Company Information

1

Strategic Report

2

Directors' Report

3

Statement of Directors' Responsibilities

4

Independent Auditor's Report

5 to 8

Profit and Loss Account

9

Balance Sheet

10

Statement of Changes in Equity

11

Notes to the Financial Statements

12 to 23

 

High Road Restaurants Group Bidco Limited

Company Information

Directors

G V Lloyd-Jones

G Morrison

Registered office

Nower End
Nower Road
Dorking
Surrey
RH4 3BX

Auditors

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

 

High Road Restaurants Group Bidco Limited

Strategic Report for the Period from 27 June 2022 to 25 June 2023

The directors present their strategic report for the period from 27 June 2022 to 25 June 2023.

Principal activity

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

Review of the business

Introduction

The directors present their Strategic Report together with the audited Financial Statements for the period ended 25 June 2023. The company hold investments, either directly or indirectly, in the following trading companies:

Business Review

High Road Thai Restaurants Limited ("HRTR")
The last 18 months has been one of experimentation and consolidation for the company. As at 25 June 2023, HRTR operated from 5 restaurants under the Koh Thai brand. In addition, the company opened a trial Deliveroo ‘dark kitchen’ in Bristol during February 2023. Early signs were encouraging but sales never reached sustainable levels and the outlet was therefore closed at the end of January 2024. Trade during the year has been tough on the South Coast. Lymington was sold during January 2024 due, as experienced by other established operators, to lack of footfall in the area, even during the normally strong ‘summer sailing’ period. However, the company performed well in its established sites and continues to trade well in its 4 sites at Bournemouth, Poole, Southsea and Port Solent.

Buenos Aires Restaurant Limited ("BA")
As at 25 June 2023, Buenos Aires operated from 9 restaurants under the brands Buenos Aires and Buenasado. Trade during the year has continued to be strong. Albeit, like all companies in the sector, the company has faced a number of challenges arising from staff shortages and cost increases. However, strong cashflow and the support of NatWest has given the directors the confidence to continue to look for growth opportunities.

Future Growth
Trading throughout the group has been positive. Both brands are generating cash and building cash reserves. The directors are therefore seeking further opportunities to grow both brands organically via new openings.

Principal risks and uncertainties

The key risks and uncertainties facing the Company continue to relate to the servicing of loans and balances with related entities and individuals. However, the wider group has the full support of its bankers and the directors consider the group to be in good financial health and able to trade through the current period of uncertainty.

The key risks and uncertainties at the group level are discussed in the consolidated financial statements of High Road Restaurants Group Holdco Limited.

Approved and authorised by the Board on 28 March 2024 and signed on its behalf by:
 

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

 

High Road Restaurants Group Bidco Limited

Directors' Report for the Period from 27 June 2022 to 25 June 2023

The directors present their report and the financial statements for the period from 27 June 2022 to 25 June 2023.

Directors of the company

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

G V Lloyd-Jones

G Morrison

Financial instruments

Objectives and policies

The company holds various borrowings, being loan notes, intercompany and bank borrowings, and and investments in subsidiaries, all of which are deemed to be basic financial instruments, in order to fund the investment made in subsidiary undertakings and fulfil the company's role as intermediate holding company.

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

The company has both fixed and variable interest rate debt instruments and does not have exposure to foreign exchange transactions. Price risk, credit risk, liquidity risk and cash flow risk are therefore mitigated. The directors of the company monitor the group performance and thus valuation of intra-group balances on an ongoing basis.

Disclosure of information to the auditors

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

Approved and authorised by the Board on 28 March 2024 and signed on its behalf by:
 

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

 

High Road Restaurants Group Bidco Limited

Statement of Directors' Responsibilities

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

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

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

 

High Road Restaurants Group Bidco Limited

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

Opinion

We have audited the financial statements of High Road Restaurants Group Bidco Limited (the 'company') for the period from 27 June 2022 to 25 June 2023, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the company's affairs as at 25 June 2023 and of its loss for the period 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 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 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 company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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 directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. 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.

In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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.

 

High Road Restaurants Group Bidco Limited

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

Opinion on other matter 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 Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our 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 and the Directors' Report.

We have nothing to report in respect of the following matters where 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 Statement of Directors' Responsibilities set out on page 4, 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.

Auditor 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:

 

High Road Restaurants Group Bidco Limited

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

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

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

• Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements; and
• Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance.

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

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

• Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business; and
• Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates;

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements. This risk increases the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements as we are less likely to become aware of instances of non-compliance. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment, collusion, omission or misrepresentation.

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

 

High Road Restaurants Group Bidco Limited

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

Use of our report

This report is made solely to the company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the company’s members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

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

90 Victoria Street
Redcliffe
Bristol
BS1 6DP

29 March 2024

 

High Road Restaurants Group Bidco Limited

Profit and Loss Account

Period from 27 June 2022 to 25 June 2023

Note

25 June
2023
£

26 June
2022
£

Turnover

3

-

114,270

Gross profit

 

-

114,270

Administrative expenses

 

(272,060)

(447,634)

Operating loss

(272,060)

(333,364)

Other interest receivable and similar income

7

18,769

8,289

Interest payable and similar expenses

8

(1,595,015)

(1,214,267)

Loss before tax

 

(1,848,306)

(1,539,342)

Tax on loss

9

-

(57,784)

Loss for the financial period

 

(1,848,306)

(1,597,126)

 

High Road Restaurants Group Bidco Limited

Balance Sheet

25 June 2023

Note

25 June
2023
£

26 June
2022
£

Fixed assets

 

Investments

10

3,567,801

3,567,801

Current assets

 

Debtors

11

915,999

880,985

Cash at bank and in hand

 

7,000

115,745

 

922,999

996,730

Creditors: Amounts falling due within one year

12

(1,650,027)

(1,451,698)

Net current liabilities

 

(727,028)

(454,968)

Total assets less current liabilities

 

2,840,773

3,112,833

Creditors: Amounts falling due after more than one year

12

(16,646,329)

(15,070,083)

Net liabilities

 

(13,805,556)

(11,957,250)

Capital and reserves

 

Called up share capital

1

1

Capital contribution reserve

190,406

351,405

Profit and loss account

(13,995,963)

(12,308,656)

Shareholders' deficit

 

(13,805,556)

(11,957,250)

Approved and authorised by the Board on 28 March 2024 and signed on its behalf by:
 

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

Company Registration Number: 10482252

 

High Road Restaurants Group Bidco Limited

Statement of Changes in Equity

Period from 27 June 2022 to 25 June 2023

Share capital
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

At 27 June 2022

1

351,405

(12,308,656)

(11,957,250)

Loss for the period

-

-

(1,848,306)

(1,848,306)

Transfers

-

(160,999)

160,999

-

At 25 June 2023

1

190,406

(13,995,963)

(13,805,556)

Share capital
£

Capital contribution reserve
£

Profit and loss account
£

Total
£

At 28 June 2021

1

3,811,844

(11,496,445)

(7,684,600)

Loss for the period

-

-

(1,597,126)

(1,597,126)

Transfers

-

(784,915)

784,915

-

Other movements on reserves

-

(2,675,524)

-

(2,675,524)

At 26 June 2022

1

351,405

(12,308,656)

(11,957,250)

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

1

General information

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

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

These financial statements were authorised for issue by the Board on 28 March 2024.

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. There are no material departures from FRS 102.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.

Summary of disclosure exemptions

The comapny has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland':

- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Seciton 3 Financial Statement Presentation paragraph 3.17(d);
- the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

Going concern

The company acts as an intermediate holding company within the wider group. The directors have prepared detailed forecasts and cash flow analysis models for the company’s subsidiaries to June 2025 to satisfy their review of the going concern assertion. The directors also acknowledge that the company had net current liabilities and net liabilities at the balance sheet date, and the bank loan is repayable on demand following a breach of covenant (see note 13). However, the majority of creditors relate to balances with the company’s parent and subsidiary undertakings and loan notes due to key group management personnel and the institutional investor, these will not be expected to be repaid unless the company has sufficient funds with which to repay them. Additionally, the significant trading subsidiary undertaking is in a net asset position and is therefore able to assist the company in meeting its financial obligations as they fall due. On this basis the accounts have been prepared on a going concern basis.

Key judgements and sources of estimation uncertainty

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

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

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

The company owns less than 50% of the share capital of its two subsidiaries. These subsidiaries are operationally controlled by the High Road Restaurants Holdco Group Limited group and therefore continue to be accounted for as subsidiaries of the company.

Estimation is applied by management when determining the valuation of its investments in its subsidiaries and whether there are any indications of impairment. Impairment occurs when the carrying amount of an asset exceeds its recoverable amount. If the recoverable amount is lower than the carrying amount, the difference may be recognised in profit or loss as an impairment loss. This is assessed at each reporting date, if there is any indication of impairment. Investments in subsidiaries in liquidation have been fully impaired as they are no longer under the control of the directors. The carrying amount is £3,567,801 (2022 - £3,567,801).

Certain of the long term loan note liabilities are held at a below market rate of interest and are measured at the present value of the future payments discounted at an estimated market rate of interest for a similar debt instrument. The carrying amount of those loan notes at a below market rate of interest as the period end is £1,770,993 (2022 - £1,609,994).

Recoverability of intercompany debtor balances requires estimation by management as to the recoverability of the debtor and the amount of any provision required against the debt at the year end. The directors have considered recoverability with reference to regular settlement, overall going concern assessment of the group and ongoing interrelationship between entities. The directors consider the balances fully recoverable at the year end. The carrying amount is £1,405,462 (2022 - £1,076,216).

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax.

The company recognises revenue when; the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met.

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Business combinations

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

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Defined contribution pension obligation

The company incurs costs in respect of a defined contribution pension scheme. Contributions are recognised in the profit and loss account in the period in which they become payable in accordance with the rules of the scheme.

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

Financial instruments

Classification
The company holds the following financial instruments:

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

All financial instruments are classified as basic.

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

Financial instruments are recognised when the company becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the company’s obligations are discharged, expire or are cancelled.

Except for bank loans and other borrowings, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.

Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.

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

3

Turnover

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

25 June
2023
£

26 June
2022
£

Other revenue

-

114,270

All revenue is in relation to intragroup recharges and is derived in the UK.

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

4

Staff costs

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

25 June
2023
£

26 June
2022
£

Wages and salaries

266,042

288,000

Social security costs

40,675

38,272

Pension costs, defined contribution scheme

3,455

2,642

310,172

328,914

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

25 June
2023
No.

26 June
2022
No.

Directors and management

2

3

2

3

5

Directors' remuneration

The directors' remuneration for the period was as follows:

25 June
2023
£

26 June
2022
£

Remuneration

137,800

240,000

Contributions paid to money purchase schemes

1,321

2,202

139,121

242,202

During the period the number of directors who were receiving benefits and share incentives was as follows:

25 June
2023
No.

26 June
2022
No.

Accruing benefits under money purchase pension scheme

1

2

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

In respect of the highest paid director:

25 June
2023
£

26 June
2022
£

Remuneration

-

144,000

Company contributions to money purchase pension schemes

-

19,136

Disclosure for highest paid director is not required for 2023.

6

Auditor's remuneration

25 June
2023
£

26 June
2022
£

Audit of the financial statements

1,650

1,500


 

7

Other interest receivable and similar income

25 June
2023
£

26 June
2022
£

Other finance income

18,769

8,289

8

Interest payable and similar expenses

25 June
2023
£

26 June
2022
£

Interest on bank overdrafts and borrowings

18,769

8,289

Interest expense on other finance liabilities

1,576,246

1,205,978

1,595,015

1,214,267

The interest expense on other finance liabilities includes £160,999 (2022 - £784,915) charged to the profit and loss account in respect of the unwinding of discount.

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

9

Taxation

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

25 June
2023
£

26 June
2022
£

Deferred taxation

(Recognition)/de-recognition of tax losses

-

57,784

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2023 - the same as the standard rate of corporation tax in the UK) of 20.42% (2022 - 19%).

The differences are reconciled below:

25 June
2023
£

26 June
2022
£

Loss before tax

(1,848,306)

(1,539,342)

Corporation tax at standard rate

(377,424)

(292,475)

Expenses not deductible for tax purposes

32,876

250,847

Remeasurement of deferred tax for changes in tax rates

14,036

(13,146)

Movement in deferred tax not recognised

330,512

112,558

Total tax charge

-

57,784

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

10

Investments

25 June
2023
£

26 June
2022
£

Investments in subsidiaries

3,567,801

3,567,801

Subsidiaries

£

Cost or valuation

At 27 June 2022

12,258,585

Provision

At 27 June 2022

8,690,784

Carrying amount

At 25 June 2023

3,567,801

At 26 June 2022

3,567,801

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

     

2023

2022

Subsidiary undertakings

The Thai Tapas Group Limited

The Old Town Hall
71 Christchurch Road
Ringwood
BH24 1DH

Ordinary

100%

100%

Buenos Aires Restaurant Holdings Limited

Nower End
Nower Road
Dorking
RH4 3BX

Ordinary

48%

48%

Buenos Aires Restaurant Limited*

Nower End
Nower Road
Dorking
RH4 3BX

Ordinary

48%

48%

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

Undertaking

Registered office

Holding

Proportion of voting rights and shares held

High Road Thai Restaurants Limited

Nower End
Nower Road
Dorking
RH4 3BX

Ordinary

45.45%

46%

Buenasado (Reading) Limited*

Nower End
Nower Road
Dorking
RH4 3BX

Ordinary

48%

48%

Argentine Steakhouse (Bidco) Limited*

Nower End
Nower Road
Dorking
RH4 3BX

Ordinary

100%

100%

* Held indirectly

The company’s proportion of the direct or indirect share ownership of Buenos Aires Restaurant Holdings Limited, Buenos Aires Restaurant Limited, High Road Thai Restaurants Limited, Buenasado (Reading) Limited and Argentine Steakhouse (Bidco) Limited is 45.45% - 48%. These subsidiaries are operationally controlled by the High Road Restaurants Holdco Group Limited group and therefore are accounted for as subsidiaries of the company.

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

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

Subsidiary undertakings

The Thai Tapas Group Limited

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

Buenos Aires Restaurant Holdings Limited

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

Buenos Aires Restaurant Limited*

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

High Road Thai Restaurants Limited

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

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

Buenasado (Reading) Limited*

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

Argentine Steakhouse (Bidco) Limited*

The principal activity of Argentine Steakhouse (Bidco) Limited* is a dormant company.

11

Debtors

25 June
2023
£

26 June
2022
£

Amounts owed by group undertakings

915,999

880,985

915,999

880,985

12

Creditors

Note

25 June
2023
£

26 June
2022
£

Due within one year

 

Loans and borrowings

13

239,690

311,196

Amounts due to group undertakings

16

1,405,462

1,076,216

Accruals

 

4,875

64,286

 

1,650,027

1,451,698

Due after one year

 

Loans and borrowings

13

16,646,329

15,070,083

13

Loans and borrowings

25 June
2023
£

26 June
2022
£

Non-current loans and borrowings

Other borrowings

16,646,329

15,070,083

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

25 June
2023
£

26 June
2022
£

Current loans and borrowings

Bank borrowings

239,690

311,196

Bank borrowings

The CBILs loan is denominated in sterling with a nominal interest rate of base rate plus 3.8%, and the final instalment is due on 19 August 2026. The carrying amount at period end is £239,690 (2022 - £311,196).

The loan is secured by a fixed and floating charge over the assets of the company and its subsidiary, High Road Thai Restaurants Limited.

As at 25 June 2023, the bank loan has been presented as due within one year following a breach of the covenant to provide the 2022 annual statutory financial statements within 270 days, making the respective liability repayable on demand.

Other borrowings

The loan notes is denominated in sterling with a nominal interest rate of 10%, and the final instalment is due on 2 February 2025. The carrying amount at year end is £16,646,329 (2022 - £15,070,083).

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

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

The loan notes are presented in accordance with the requirements of FRS 102 for non-market-rate loans. They are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. The movement on the loans each year is the unwinding of this discount. From 25 February 2022 certain of the loan notes were no longer having their interest waived and therefore an adjustment was made to the loans and capital contribution reserve of £2,675,524 due to the change in loan note terms. At the end of the period, the undiscounted loan note liability, including interest, was £16,836,309 (2022 - £15,421,488).

On 11 October 2023 the loan note instruments were amended so that 50% of the balance becomes payable on 2 February 2025 and 50% on 2 February 2026.

14

Pension scheme

The company contributes to a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £3,455 (2022 - £2,642).

 

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 27 June 2022 to 25 June 2023

15

Share capital

Allotted, called up and fully paid shares

 

25 June
2023

26 June
2022

 

No.

£

No.

£

Ordinary A of £1 each

1

1

1

1

         

Rights, preferences and restrictions

Ordinary A shares have the following rights, preferences and restrictions:
Each share has the right to vote and to dividends, unless not fully paid up.

16

Related party transactions

Summary of transactions with subsidiaries

At the period end the Company was owed by its subsidiary company, High Road Thai Restaurants Limited, £286,999 (2022: £251,985) on an intercompany account. During the period the Company made recharges to High Road Thai Restaurants Limited of legal fees of £nil (2022: £57,135) and interest of £18,769 (2022: £8,289).

At the period end the Company was owed by its subsidiary company, Buenos Aires Restaurant Holdings Limited, £629,000 (2022: £629,000) on an intercompany account. During the period the Company received recharges from Buenos Aires Restaurant Holdings Limited of £nil (2022: £57,135).

At the period end the Company owed its indirectly held subsidiary company, Buenos Aires Restaurant Limited, £1,405,462 (2022: £1,076,216) on an intercompany account. During the period the Company incurred intercompany recharges from Buenos Aires Restaurant Limited of £310,172 (2022: £327,022).

17

Parent and ultimate parent undertaking

The company's immediate and ultimate parent is High Road Restaurants Group Holdco Limited, incorporated in England & Wales.

 The ultimate controlling party is Alcuin Capital Partners LLP and Alcuin GP IV LLP.

The parent of the smallest and largest group in which these financial statements are consolidated is High Road Restaurants Group Holdco Limited, incorporated in England & Wales.

The address of High Road Restaurants Group Holdco Limited is:
Nower End, Nower Road, Dorking, Surrey, RH4 3BX.