Period from 27 June 2022 to
Registration number:
High Road Restaurants Group Bidco Limited
Contents
Company Information |
|
Strategic Report |
|
Directors' Report |
|
Statement of Directors' Responsibilities |
|
Independent Auditor's Report |
|
Profit and Loss Account |
|
Balance Sheet |
|
Statement of Changes in Equity |
|
Notes to the Financial Statements |
High Road Restaurants Group Bidco Limited
Company Information
Directors |
G V Lloyd-Jones G Morrison |
Registered office |
|
Auditors |
|
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
......................................... |
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:
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
......................................... |
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.
......................................
90 Victoria Street
Redcliffe
BS1 6DP
High Road Restaurants Group Bidco Limited
Profit and Loss Account
Period from 27 June 2022 to 25 June 2023
Note |
25 June |
26 June |
|
Turnover |
- |
|
|
Gross profit |
- |
|
|
Administrative expenses |
( |
( |
|
Operating loss |
(272,060) |
(333,364) |
|
Other interest receivable and similar income |
|
|
|
Interest payable and similar expenses |
( |
( |
|
Loss before tax |
( |
( |
|
Tax on loss |
- |
( |
|
Loss for the financial period |
( |
( |
High Road Restaurants Group Bidco Limited
Balance Sheet
25 June 2023
Note |
25 June |
26 June |
|
Fixed assets |
|||
Investments |
|
|
|
Current assets |
|||
Debtors |
|
|
|
Cash at bank and in hand |
|
|
|
|
|
||
Creditors: Amounts falling due within one year |
( |
( |
|
Net current liabilities |
( |
( |
|
Total assets less current liabilities |
|
|
|
Creditors: Amounts falling due after more than one year |
( |
( |
|
Net liabilities |
( |
( |
|
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
......................................... |
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 |
|
|
( |
( |
Loss for the period |
- |
- |
( |
( |
Transfers |
- |
(160,999) |
160,999 |
- |
At 25 June 2023 |
|
|
( |
( |
Share capital |
Capital contribution reserve |
Profit and loss account |
Total |
|
At 28 June 2021 |
|
|
( |
( |
Loss for the period |
- |
- |
( |
( |
Transfers |
- |
(784,915) |
784,915 |
- |
Other movements on reserves |
- |
(2,675,524) |
- |
(2,675,524) |
At 26 June 2022 |
|
|
( |
( |
High Road Restaurants Group Bidco Limited
Notes to the Financial Statements
Period from 27 June 2022 to 25 June 2023
General information |
The company is a private company limited by share capital, incorporated in England and Wales.
The address of its registered office is:
These financial statements were authorised for issue by the
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
• 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
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.
Turnover |
The analysis of the company's Turnover for the period from continuing operations is as follows:
25 June |
26 June |
|
Other revenue |
- |
|
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
Staff costs |
The aggregate payroll costs (including directors' remuneration) were as follows:
25 June |
26 June |
|
Wages and salaries |
|
|
Social security costs |
|
|
Pension costs, defined contribution scheme |
|
|
|
|
The average number of persons employed by the company (including directors) during the period, analysed by category was as follows:
25 June |
26 June |
|
Directors and management |
|
|
|
|
Directors' remuneration |
The directors' remuneration for the period was as follows:
25 June |
26 June |
|
Remuneration |
|
|
Contributions paid to money purchase schemes |
|
|
139,121 |
242,202 |
During the period the number of directors who were receiving benefits and share incentives was as follows:
25 June |
26 June |
|
Accruing benefits under money purchase pension scheme |
|
|
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 |
26 June |
|
Remuneration |
- |
|
Company contributions to money purchase pension schemes |
- |
|
Disclosure for highest paid director is not required for 2023.
Auditor's remuneration |
25 June |
26 June |
|
Audit of the financial statements |
|
|
Other interest receivable and similar income |
25 June |
26 June |
|
Other finance income |
|
|
Interest payable and similar expenses |
25 June |
26 June |
|
Interest on bank overdrafts and borrowings |
|
|
Interest expense on other finance liabilities |
|
|
|
|
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
Taxation |
Tax charged/(credited) in the profit and loss account
25 June |
26 June |
|
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
The differences are reconciled below:
25 June |
26 June |
|
Loss before tax |
( |
( |
Corporation tax at standard rate |
( |
( |
Expenses not deductible for tax purposes |
|
|
Remeasurement of deferred tax for changes in tax rates |
|
( |
Movement in deferred tax not recognised |
|
|
Total tax charge |
- |
|
High Road Restaurants Group Bidco Limited
Notes to the Financial Statements
Period from 27 June 2022 to 25 June 2023
Investments |
25 June |
26 June |
|
Investments in subsidiaries |
|
|
Subsidiaries |
£ |
Cost or valuation |
|
At 27 June 2022 |
|
Provision |
|
At 27 June 2022 |
|
Carrying amount |
|
At 25 June 2023 |
|
At 26 June 2022 |
|
Details of undertakings
Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:
Undertaking |
Registered office |
Holding |
Proportion of voting rights and shares held |
|
2023 |
2022 |
|||
Subsidiary undertakings |
||||
|
The Old Town Hall
|
|
|
|
|
Nower End
|
|
|
|
|
Nower End
|
|
|
|
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 |
|
|
Nower End
|
|
|
|
|
Nower End
|
|
|
|
|
Nower End
|
|
|
|
* 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 |
Buenos Aires Restaurant Holdings Limited The principal activity of Buenos Aires Restaurant Holdings Limited is |
Buenos Aires Restaurant Limited* The principal activity of Buenos Aires Restaurant Limited* is |
High Road Thai Restaurants Limited The principal activity of High Road Thai Restaurants Limited is |
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 |
Argentine Steakhouse (Bidco) Limited* The principal activity of Argentine Steakhouse (Bidco) Limited* is |
Debtors |
25 June |
26 June |
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Amounts owed by group undertakings |
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Creditors |
Note |
25 June |
26 June |
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Due within one year |
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Loans and borrowings |
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Amounts due to group undertakings |
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Accruals |
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Due after one year |
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Loans and borrowings |
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Loans and borrowings |
25 June |
26 June |
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Non-current loans and borrowings |
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Other borrowings |
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High Road Restaurants Group Bidco Limited
Notes to the Financial Statements
Period from 27 June 2022 to 25 June 2023
25 June |
26 June |
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Current loans and borrowings |
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Bank borrowings |
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Bank borrowings
The loan is secured by a fixed and floating charge over the assets of the company and its subsidiary, High Road Thai Restaurants Limited.
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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.
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 £
High Road Restaurants Group Bidco Limited
Notes to the Financial Statements
Period from 27 June 2022 to 25 June 2023
Share capital |
Allotted, called up and fully paid shares
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26 June |
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No. |
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No. |
£ |
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1 |
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1 |
Rights, preferences and restrictions
Ordinary A shares have the following rights, preferences and restrictions: |
Related party transactions |
Summary of transactions with subsidiaries
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).
Parent and ultimate parent undertaking |
The company's immediate and ultimate parent is
The ultimate controlling party is
The parent of the smallest and largest group in which these financial statements are consolidated is
The address of High Road Restaurants Group Holdco Limited is: