Company registration number 13887702 (England and Wales)
BLANK STREET UK LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
BLANK STREET UK LIMITED
COMPANY INFORMATION
Directors
I Freiha
(Appointed 2 February 2022)
V Menda
(Appointed 2 February 2022)
Secretary
Taylor Wessing Secretaries Limited
Company number
13887702
Registered office
5 New Street Square
London
EC4A 3TW
Auditor
Gravita Audit II Limited
66 Prescot Street
London
E1 8NN
BLANK STREET UK LIMITED
CONTENTS
Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditor's report
5 - 8
Profit and loss account
9
Group statement of comprehensive income
10
Group balance sheet
11
Company balance sheet
12
Group statement of changes in equity
13
Company statement of changes in equity
14
Group statement of cash flows
15
Notes to the financial statements
16 - 30
BLANK STREET UK LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 1 -

The directors present the strategic report for the period ended 31 December 2022.

Review of the business

At close of the reported period, the group operated a total of 19 coffee shops: 13 from its trading as Blank Street UK, LTD and 6 from its trading subsidiary Over Under Coffee Ltd. During the period, Blank Street opened its first 13 permanent locations across central London. Over Under opened 1 additional location in the period bringing the group total to 14 new store launches in 2022.

 

Blank Street UK, Ltd. began trading in June 2022, and experienced a strong first six months of sales, as the economy bounced back from the pandemic. Posting annual sales for the period of £1.9M. Over Under Coffee, LTD grew 52% YoY exceeding the previous period's figures by an average of 34K per month.

 

During the period, more than 150,000 customers were introduced to the Blank Street brand by visiting one of our London locations.

 

In 2023 Blank Street UK, Ltd. plans to expand into new neighborhoods across the UK, and have since launched 15 new coffee shops. Additionally, we expect to launch a weekly subscription program in the UK market, and expand our menu categories and product offerings.

Principal risks and uncertainties

As with any business in a consumer-facing industry, it is vulnerable to certain risks which may impact consumer confidence and the cost of running the business. The directors and management team regularly review these risks to ensure they continue to be managed effectively.

 

Inflationary pressures will continue to impact our operating expenses. The company continues to review all costs to the business and undertake supplier negotiations in order to mitigate these pressures.

 

There is little credit risk in the company as all customers, online or in the stores pay by credit or debit card at point of sale.

BLANK STREET UK LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 2 -
Key performance indicators

Management utilises a number of qualitative and quantitative indicators to monitor and improve the company's performance.

 

The company considers turnover and EBITDA to be key financial performance indicators.

 

EBITDA is earnings before interest, tax, depreciation, and amortisation, and includes the Company's start-up and expansion costs.

 

 

 

Blank Street UK Limited

Over Under Coffee Limited

Period to 31 December 2022

 

2021

Period to 31 December 2022

Year to 30 September 2021

Turnover

£1,850,397

NA

£2,918,501

£1,925,816

EBITDA

£(2,440,889)

NA

£(527,356)

£130,353

 

 

The figures disclosed above for Over Under Coffee Limited include figures pre and post acquisition to the Group.

The figures disclosed above for Blank Street UK Limited are the Group results.

 

The above results show the individual results for Blank Street UK, Ltd. and Over Under Coffee, Ltd. In the periods indicated.

 

As Blank Street UK Ltd began operations in the middle of the 2022 year, the results above represent performance over a period of less than 12 months. In September 2022, Blank Street UK, Ltd acquired Over Under Coffee, Ltd. Following the acquisition, Over Under Coffee Ltd. became a wholly owned subsidiary of Blank Street UK, Ltd.

 

On behalf of the board

I Freiha
Director
31 January 2024
BLANK STREET UK LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 3 -

The directors present their annual report and financial statements for the period ended 31 December 2022.

Principal activities

The principal activity of the company and group continued to be that of production of coffee and coffee substitutes in restaurants and cafes.

Results and dividends

The results for the period are set out on page 9.

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

Directors

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

I Freiha
(Appointed 2 February 2022)
V Menda
(Appointed 2 February 2022)
Statement of directors' responsibilities

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

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

Statement of disclosure to auditor

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

Medium-sized companies exemption

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

BLANK STREET UK LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 4 -
On behalf of the board
I Freiha
Director
31 January 2024
BLANK STREET UK LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BLANK STREET UK LIMITED
- 5 -

Qualified opinion on the financial statements

We have audited the financial statements of Blank Street UK Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 31 December 2022 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion, except for the effects of the matter described in the Basis for Qualified Opinion paragraph, the financial statements:

Basis for qualified opinion

We were not appointed as auditor until after 31 December 2022 and thus did not observe the counting of the physical stock owned by the Company and Group at neither the beginning nor the end of the period. We have been unable to substantiate and evidence the stock quantities held at 31 December 2022, which are included in the balance sheet at £71,825 and £142,068 respectively, by using other audit procedures. Consequently, we were unable to determine whether any adjustment to this amount was necessary.  Furthermore, since opening and closing stock enter into the determination of the financial performance, we were unable to determine whether adjustments might have been necessary in respect of the loss for the period.

 

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

Conclusions relating to going concern

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

 

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company’s ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

 

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

BLANK STREET UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLANK STREET UK LIMITED
- 6 -

Other information

The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

 

As described in the basis  for  qualified  opinion  section  of  our  report,  we  were  unable  to  substantiate  the  stock quantities relating to the stock balance at the beginning and end of the period. We have concluded that where the other information  refers  to  the  stock  balance  or  related  balances  such  as  cost  of  sales,  it  may  be  materially misstated for the same reason.

Opinions on other matters prescribed by the Companies Act 2006

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

Matters on which we are required to report by exception

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

 

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

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

BLANK STREET UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLANK STREET UK LIMITED
- 7 -

We ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations. The laws and regulations applicable to the group were identified through discussions with directors and other management, and from our commercial knowledge and experience of the restaurant and café business. Of these laws and regulations, we focused on those that we considered may have a direct material effect on the financial statements or the operations of the group, including all standard UK café and restaurant licences, food safety regulations and other council specific laws, Companies Act 2006, taxation legislation, data protection, anti-bribery, anti-money-laundering, employment, environmental and health and safety legislation. The extent of compliance with these laws and regulations identified above was assessed through making enquiries of management and inspecting legal correspondence. The identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit. 

 

We assessed the susceptibility of the group’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by: 

 

To address the risk of fraud through management bias and override of controls, we: 

 

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to: 

 

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion. 

 

 

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

Use of our report

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

BLANK STREET UK LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF BLANK STREET UK LIMITED
- 8 -
Daniel Rose (Senior Statutory Auditor)
For and on behalf of Gravita Audit II Limited
31 January 2024
Chartered Accountants
Statutory Auditor
66 Prescot Street
London
E1 8NN
BLANK STREET UK LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 9 -
Period
ended
31 December
2022
Notes
£
Turnover
3
1,850,397
Cost of sales
(2,195,663)
Gross loss
(345,266)
Administrative expenses
(2,484,425)
Other operating income
14,917
Operating loss
4
(2,814,774)
Interest receivable and similar income
7
101
Interest payable and similar expenses
8
(49,783)
Loss before taxation
(2,864,456)
Tax on loss
9
-
0
Loss for the financial period
(2,864,456)
(Loss)/profit for the financial period is all attributable to the owners of the parent company.
BLANK STREET UK LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 10 -
Period
ended
31 December
2022
£
Loss for the period
(2,864,456)
Other comprehensive income
-
Total comprehensive income for the period
(2,864,456)
Total comprehensive income for the period is all attributable to the owners of the parent company.
BLANK STREET UK LIMITED
GROUP BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 11 -
2022
Notes
£
£
Fixed assets
Goodwill
10
1,758,062
Other intangible assets
10
62,682
Total intangible assets
1,820,744
Tangible assets
11
3,229,935
5,050,679
Current assets
Stocks
14
142,068
Debtors falling due after more than one year
15
658,625
Debtors falling due within one year
15
571,020
Cash at bank and in hand
1,360,566
2,732,279
Creditors: amounts falling due within one year
16
(1,649,713)
Net current assets
1,082,566
Net assets
6,133,245
Capital and reserves
Called up share capital
19
8,997,701
Profit and loss reserves
(2,864,456)
Total equity
6,133,245

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

The financial statements were approved by the board of directors and authorised for issue on 31 January 2024 and are signed on its behalf by:
31 January 2024
I Freiha
Director
Company registration number 13887702 (England and Wales)
BLANK STREET UK LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2022
31 December 2022
- 12 -
2022
Notes
£
£
Fixed assets
Tangible assets
11
2,779,075
Investments
12
2,116,091
4,895,166
Current assets
Stocks
14
71,825
Debtors falling due after more than one year
15
557,625
Debtors falling due within one year
15
995,736
Cash at bank and in hand
1,334,757
2,959,943
Creditors: amounts falling due within one year
16
(1,250,962)
Net current assets
1,708,981
Net assets
6,604,147
Capital and reserves
Called up share capital
19
8,997,701
Profit and loss reserves
(2,393,554)
Total equity
6,604,147

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the year was £2,393,554.

These financial statements have been prepared in accordance with the provisions relating to medium-sized companies.true

The financial statements were approved by the board of directors and authorised for issue on 31 January 2024 and are signed on its behalf by:
31 January 2024
I Freiha
Director
Company registration number 13887702 (England and Wales)
BLANK STREET UK LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 13 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 2 February 2022
-
-
-
Period ended 31 December 2022:
Loss and total comprehensive income
-
(2,864,456)
(2,864,456)
Issue of share capital
19
8,997,701
-
8,997,701
Balance at 31 December 2022
8,997,701
(2,864,456)
6,133,245
BLANK STREET UK LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 14 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 2 February 2022
-
-
-
Period ended 31 December 2022:
Profit and total comprehensive income
-
(2,393,554)
(2,393,554)
Issue of share capital
19
8,997,701
-
8,997,701
Balance at 31 December 2022
8,997,701
(2,393,554)
6,604,147
BLANK STREET UK LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 15 -
2022
Notes
£
£
Cash flows from operating activities
Cash absorbed by operations
23
(2,013,908)
Interest paid
(49,783)
Net cash outflow from operating activities
(2,063,691)
Investing activities
Purchase of intangible assets
(1,952,336)
Purchase of tangible fixed assets
(3,621,209)
Interest received
101
Net cash used in investing activities
(5,573,444)
Financing activities
Proceeds from issue of shares
8,997,701
Net cash generated from/(used in) financing activities
8,997,701
Net increase in cash and cash equivalents
1,360,566
Cash and cash equivalents at beginning of period
-
Cash and cash equivalents at end of period
1,360,566
BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 16 -
1
Accounting policies
Company information

Blank Street UK Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 5 New Street Square, London, EC4A 3TW.

 

The group consists of Blank Street UK Limited and all of its subsidiaries.

1.1
Reporting period

This is the first period of trading for the company and therefore the financial statements presented are for a period shorter than one year and there are no comparative amounts.

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.

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.

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

 

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 17 -
1.3
Business combinations

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

 

Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.

1.4
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Blank Street UK Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 2022. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.

Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.

 

If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.

 

Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.

1.5
Going concern

At the time of approving the financial statements, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements. The group will continue to be supported by its parent company where additional funding may be needed.

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 18 -
1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 5 years.

 

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

1.8
Intangible fixed assets other than goodwill

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

 

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Intangible assets are not amortised in the period they are purchased. Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Intangible asset
20% Straight Line
Non compete agreement
100% Straight Line
Trademarks
50% Straight Line
1.9
Tangible fixed assets

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

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

Leasehold improvements
10% Straight Line
Plant and equipment
20% Straight Line
Fixtures and fittings
20% Straight Line
Computers
20% Straight Line

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

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 19 -
1.10
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

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

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

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 group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.

 

Investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.

 

Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.

 

In the parent company financial statements, investments in associates are accounted for at cost less impairment.

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

1.11
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

 

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

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

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 20 -

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

1.12
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

 

Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

1.13
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.

1.14
Financial instruments

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

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and 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.

Other financial assets

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 21 -
Impairment of financial assets

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

 

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

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

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 group after deducting all of its liabilities.

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.

Other financial liabilities

Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.

 

Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
1
Accounting policies
(Continued)
- 22 -
Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.15
Equity instruments

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

1.16
Employee benefits

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

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

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

1.18
Leases

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

2
Judgements and key sources of estimation uncertainty

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

 

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

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
2
Judgements and key sources of estimation uncertainty
(Continued)
- 23 -
Key sources of estimation uncertainty

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

Depreciation and Amortisation

Depreciation and amortisation are provided at rates calculated to write off the cost less estimated residual value of each asset over its expected useful life, using industry standards.

Deferred Tax

Deferred tax represents the future tax consequences of transactions and events recognised in the financial statements of the current and previous periods. Deferred tax shall be recognised in respect of timing differences at the reporting date. A deferred tax asset in respect of losses carried forward will only be recognised when it is probable that they will be recovered against future taxable profits.

Value of intangible assets

The group considers whether intangible assets and goodwill are impaired. Where indication of impairment is identified the estimation of recoverable value requires estimate of the recoverable value of the asset. This requires estimation of the future cash flows from the assets and also selection of appropriate discount rates in order to calculate the net present value of those cash flows.

The recoverable amount of the assets is a source of significant estimation uncertainty and determining this involves the use of significant assumptions. The calculations use cash flow projections based on financial budgets approved by the directors covering a five-year period. Cash flows beyond the five-year period are extrapolated using an estimated growth rate. If actual cash flows are not in line with budgeted cash flows, an additional impairment of the asset may result.

 

3
Turnover and other revenue
2022
£
Turnover analysed by class of business
Sales of goods
1,850,397
2022
£
Other revenue
Interest income
101
4
Operating loss
2022
£
Operating loss for the period is stated after charging:
Depreciation of owned tangible fixed assets
265,145
Loss on disposal of tangible fixed assets
126,127
Amortisation of intangible assets
131,592
Operating lease charges
508,631
BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 24 -
5
Auditor's remuneration
2022
Fees payable to the company's auditor and associates:
£
For audit services
Audit of the financial statements of the group and company
24,200
Audit of the financial statements of the company's subsidiaries
18,700
42,900
6
Employees

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

Group
Company
2022
2022
Number
Number
99
35

Their aggregate remuneration comprised:

Group
Company
2022
2022
£
£
Wages and salaries
2,399,024
1,430,553
Social security costs
183,277
109,383
Pension costs
14,436
355
2,596,737
1,540,291
7
Interest receivable and similar income
2022
£
Interest income
Interest on bank deposits
101
8
Interest payable and similar expenses
2022
£
Interest on bank overdrafts and loans
49,783
9
Taxation
BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
9
Taxation
(Continued)
- 25 -

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

2022
£
Loss before taxation
(2,864,456)
Expected tax credit based on the standard rate of corporation tax in the UK of 20.00%
(572,891)
Tax effect of expenses that are not deductible in determining taxable profit
51,585
Unutilised tax losses carried forward
468,277
Depreciation on assets not qualifying for tax allowances
53,029
Taxation charge
-

The Group has an unrecognised deferred tax asset of £468,277 in respect of tax losses carried forward. The asset has not been recognised as recognition criteria have not been met.

 

10
Intangible fixed assets
Group
Goodwill
Intangible asset
Non compete agreement
Trademarks
Total
£
£
£
£
£
Cost
At 2 February 2022
-
0
-
0
-
0
-
-
0
Additions
1,876,987
7,349
8,000
60,000
1,952,336
At 31 December 2022
1,876,987
7,349
8,000
60,000
1,952,336
Amortisation and impairment
At 2 February 2022
-
0
-
0
-
0
-
-
0
Amortisation charged for the period
118,925
-
0
2,667
10,000
131,592
At 31 December 2022
118,925
-
0
2,667
10,000
131,592
Carrying amount
At 31 December 2022
1,758,062
7,349
5,333
50,000
1,820,744
The company had no intangible fixed assets at 31 December 2022.
BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 26 -
11
Tangible fixed assets
Group
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 2 February 2022
-
0
-
0
-
0
-
0
-
0
Additions
2,097,369
904,818
74,974
24,810
3,101,971
Business combinations
384,851
90,407
35,674
8,305
519,237
Disposals
(114,667)
(15,463)
(17,212)
-
0
(147,342)
At 31 December 2022
2,367,553
979,762
93,436
33,115
3,473,866
Depreciation and impairment
At 2 February 2022
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
160,616
84,007
14,418
6,104
265,145
Eliminated in respect of disposals
(16,826)
(2,319)
(2,069)
-
0
(21,214)
At 31 December 2022
143,790
81,688
12,349
6,104
243,931
Carrying amount
At 31 December 2022
2,223,763
898,074
81,087
27,011
3,229,935
Company
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Total
£
£
£
£
£
Cost
At 2 February 2022
-
0
-
0
-
0
-
0
-
0
Additions
2,005,319
818,285
50,534
22,876
2,897,014
At 31 December 2022
2,005,319
818,285
50,534
22,876
2,897,014
Depreciation and impairment
At 2 February 2022
-
0
-
0
-
0
-
0
-
0
Depreciation charged in the period
71,008
42,364
1,885
2,682
117,939
At 31 December 2022
71,008
42,364
1,885
2,682
117,939
Carrying amount
At 31 December 2022
1,934,311
775,921
48,649
20,194
2,779,075
12
Fixed asset investments
Group
Company
2022
2022
Notes
£
£
Investments in subsidiaries
13
-
0
2,116,091
BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
12
Fixed asset investments
(Continued)
- 27 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 2 February 2022
-
Additions
2,116,091
At 31 December 2022
2,116,091
Carrying amount
At 31 December 2022
2,116,091
13
Subsidiaries

Details of the company's subsidiaries at 31 December 2022 are as follows:

Name of undertaking
Registered office
Class of
% Held
shares held
Direct
Indirect
Over Under Coffee Limited
UK
Ordinary
100.00
-
Over Under SE Limited
UK
Ordinary
-
100.00
Over Under LG Limited
UK
Ordinary
-
100.00
14
Stocks
Group
Company
2022
2022
£
£
Raw materials and consumables
142,068
71,825
BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 28 -
15
Debtors
Group
Company
2022
2022
Amounts falling due within one year:
£
£
Trade debtors
10,740
-
0
Amounts owed by group undertakings
-
488,731
Other debtors
405,960
385,417
Prepayments and accrued income
154,320
121,588
571,020
995,736
Amounts falling due after more than one year:
Other debtors
658,625
557,625
Total debtors
1,229,645
1,553,361
16
Creditors: amounts falling due within one year
Group
Company
2022
2022
£
£
Trade creditors
518,347
385,571
Amounts owed to group undertakings
353,321
353,321
Other taxation and social security
200,978
69,434
Other creditors
8,142
5,081
Accruals and deferred income
568,925
437,555
1,649,713
1,250,962
17
Securities

JPMorgan Chase Bank hold a debenture including fixed and floating charge on all property or undertaking of the company property dated 08 July 2022.

18
Retirement benefit schemes
2022
Defined contribution schemes
£
Charge to profit or loss in respect of defined contribution schemes
14,436

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

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 29 -
19
Share capital
Group and company
2022
2022
Ordinary share capital
Number
£
Issued and fully paid
Ordinary shares of £1 each
8,997,701
8,997,701
20
Operating lease commitments
Lessee

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

Group
Company
2022
2022
£
£
Within one year
1,143,913
954,311
Between two and five years
7,627,170
7,163,987
In over five years
10,154,304
10,154,304
18,925,387
18,272,602
21
Events after the reporting date

In Over Under Coffee Limited, JPMorgan Chase Bank hold a debenture including fixed and floating charge on all property or undertaking of the company property dated post year end 09 October 2023.

 

Also in Over Under Coffee Limited, post year end, two stores have been disposed of which has caused a reduction of fixed assets however has increased the overall performance of the company.

22
Controlling party

The Company's parent company is Blank Street Inc. The registered office is 1209 Orange Street, New Castle County, Wilmington 19801, DE, United States of America.

BLANK STREET UK LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2022
- 30 -
23
Cash absorbed by group operations
2022
£
Loss for the period after tax
(2,864,456)
Adjustments for:
Finance costs
49,783
Investment income
(101)
Loss on disposal of tangible fixed assets
126,127
Amortisation and impairment of intangible assets
131,592
Depreciation and impairment of tangible fixed assets
265,145
Movements in working capital:
Increase in stocks
(143,033)
Increase in debtors
(1,228,678)
Increase in creditors
1,649,713
Cash absorbed by operations
(2,013,908)
24
Analysis of changes in net funds - group
2 February 2022
Cash flows
31 December 2022
£
£
£
Cash at bank and in hand
-
1,360,566
1,360,566
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