|
Basis of opinion |
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the accounts section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the accounts in the UK, including the FRC’s Ethical Standard, and the provisions available for small entities, in the circumstances set out below, 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. |
In accordance with the exemption provided by FRC's Ethical Standard - Provisions Available for Audits of Small Entities, we have prepared and submitted the company’s returns to the tax authorities and assisted with the preparation of the accounts. |
|
Conclusions relating to going concern |
We have nothing to report in respect of the following matters in relation to which the ISAs (UK) require us to report to you where: |
● |
the directors' use of the going concern basis of accounting in the preparation of the accounts is not appropriate; or |
● |
the directors have not disclosed in the accounts any identified material uncertainties that may cast significant doubt about the group’s ability to continue to adopt the going concern basis of accounting for a period of at least twelve months from the date when the accounts are authorised for issue. |
|
Other information |
The other information comprises the information included in the report and accounts, other than the accounts and our auditor’s report thereon. The directors are responsible for the other information. Our opinion on the accounts 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 accounts, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the accounts 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 accounts 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. |
|
Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
● |
the information given in the directors’ report for the financial year for which the consolidated accounts are prepared is consistent with the accounts; and |
● |
the directors’ report has been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report by exception |
Rooftop Cinema Group Ltd |
Notes to the Consolidated Accounts |
for the year ended 31 December 2023 |
|
|
1 |
Accounting policies |
|
|
Basis of preparation |
|
The consolidated accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
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The financial statements consolidate the results of the company and its wholly owned subsidiaries on a line by line basis. A separate profit and loss account for the company itself has not been presented, because the company has taken advantage of the exemptions afforded by the Companies Act 2006. The accounts of Rooftop Cinema Club Inc are unaudited. |
|
|
Turnover |
|
Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
|
|
Intangible fixed assets |
|
Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. |
|
|
Tangible fixed assets |
|
Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
|
|
Leasehold land and buildings |
15% reducing balance or straight line over 3 years |
|
Plant and machinery |
15% reducing balance or straight line over 3 -5 years |
|
Fixtures, fittings, tools and equipment |
15% reducing balance or straight line over 3 years |
|
|
Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
|
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Debtors |
|
Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
|
|
Creditors |
|
Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
|
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Taxation |
|
A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
|
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Provisions |
|
Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
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These accounts include a provision for the refurbishment of leasehold property, to spread the anticipated costs evenly over a period of three years. |
|
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Foreign currency translation |
|
Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
|
|
Pensions |
|
Contributions to defined contribution plans are expensed in the period to which they relate. |
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|
2 |
Audit information |
|
|
The audit report is unqualified. |
|
|
Senior statutory auditor: |
J A Brookfield |
|
Firm: |
Brookfield & Co |
|
Date of audit report: |
27 July 2024 |
|
|
|
|
|
|
|
Group |
|
Group |
3 |
Exceptional items |
2023 |
|
2022 |
£ |
£ |
|
|
Pre opening costs |
|
|
|
|
(438,376) |
|
(878,576) |
|
|
|
|
|
|
|
(438,376) |
|
(878,576) |
|
|
|
|
|
|
|
|
|
|
|
4 |
Employees |
Number |
Number |
|
|
Average number of persons employed by the group |
77 |
|
60 |
|
|
|
|
|
|
|
|
|
Company |
Group |
£ |
£ |
5 |
Intangible fixed assets |
|
Goodwill: |
|
Cost |
|
At 1 January 2023 |
2,934,635 |
|
3,048,664 |
|
At 31 December 2023 |
2,934,635 |
|
3,048,664 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
At 1 January 2023 |
2,934,635 |
|
3,048,664 |
|
At 31 December 2023 |
2,934,635 |
|
3,048,664 |
|
|
|
|
|
|
|
|
|
|
Net book value |
|
At 31 December 2023 |
|
|
|
|
|
|
- |
|
- |
|
Goodwill was written off in equal annual instalments over its estimated economic life of 3 years. |
|
|
6 |
Tangible fixed assets (Group) |
|
|
Fixtures & Fittings |
|
Plant and machinery |
|
Leasehold Property |
|
Total |
£ |
£ |
£ |
£ |
|
Cost |
|
At 1 January 2023 |
2,047,552 |
|
176,861 |
|
1,933,126 |
|
4,157,539 |
|
Additions |
256,910 |
|
140,775 |
|
401,839 |
|
799,524 |
|
Disposals |
(185,487) |
|
- |
|
(191,856) |
|
(377,343) |
|
At 31 December 2023 |
2,118,975 |
|
317,636 |
|
2,143,109 |
|
4,579,720 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
At 1 January 2023 |
631,772 |
|
116,530 |
|
802,480 |
|
1,550,782 |
|
Disposals |
(66,802) |
|
- |
|
- |
|
(66,802) |
|
Charge for the year |
561,810 |
|
29,055 |
|
533,741 |
|
1,124,606 |
|
On disposals |
(66,939) |
|
- |
|
- |
|
(66,939) |
|
At 31 December 2023 |
1,126,780 |
|
145,585 |
|
1,336,221 |
|
2,608,586 |
|
|
|
|
|
|
|
|
|
|
Net book value |
|
At 31 December 2023 |
992,195 |
|
172,051 |
|
806,888 |
|
1,971,134 |
|
At 31 December 2022 |
1,415,780 |
|
60,331 |
|
1,130,646 |
|
2,606,757 |
|
|
7 |
Investments |
Investments in |
subsidiary |
undertakings |
|
Company |
£ |
|
Cost |
|
At 1 January 2023 |
606,691 |
|
At 31 December 2023 |
|
|
|
|
|
|
|
|
606,691 |
|
Details of the company's subsidiaries at 31 December 2021 are as follows; |
|
|
|
|
|
|
|
|
|
Name of Undertaking |
Registered Office |
|
Nature of business |
|
Class of shares held |
|
% held |
|
Experience Cinema Holdings Ltd |
England & Wales |
|
Holding Company |
|
Ordinary |
|
100% |
|
Experience Cinema Ltd |
England & Wales |
|
Open-air cinema experiences in UK |
|
Ordinary |
|
100% |
|
Experience Ticketing Ltd |
England & Wales |
|
Ticketing agent |
|
Ordinary |
|
100% |
|
Rooftop Cinema Club Inc |
USA |
|
Open-air cinema experiences in USA |
|
Ordinary |
|
100% |
|
Company |
Company |
Group |
Group |
8 |
Debtors |
2023 |
|
2022 |
|
2023 |
|
2022 |
£ |
£ |
£ |
£ |
|
Due from group undertakings |
5,968,158 |
|
5,911,739 |
|
- |
|
- |
|
Trade debtors |
- |
|
- |
|
101,680 |
|
15,116 |
|
Other debtors |
- |
|
- |
|
129,950 |
|
157,788 |
|
|
5,968,158 |
|
5,911,739 |
|
231,630 |
|
172,904 |
|
|
|
|
|
|
|
|
|
Company |
Company |
Group |
Group |
9 |
Creditors: amounts falling due within one year |
2023 |
|
2022 |
|
2023 |
|
2022 |
£ |
£ |
£ |
£ |
|
Trade creditors |
351,026 |
|
440,019 |
|
Bank loans |
- |
|
- |
|
75,129 |
|
67,780 |
|
Finance lease and HP contracts |
202,703 |
|
41,755 |
|
Other taxes and social security |
61,555 |
|
163,513 |
|
Other creditors |
37,216 |
|
26,716 |
|
629,124 |
|
741,135 |
|
|
147,695 |
|
161,286 |
|
1,319,537 |
|
1,454,202 |
|
|
|
|
|
|
|
|
|
Company |
Company |
Group |
Group |
10 |
Creditors: amounts falling due after one year |
2023 |
|
2022 |
|
2023 |
|
2022 |
|
£ |
£ |
£ |
£ |
|
|
Bank loans |
- |
|
- |
|
164,746 |
|
233,544 |
|
Obligations under finance lease and hire purchase contracts |
- |
|
- |
|
230,213 |
|
91,840 |
|
|
- |
|
- |
|
394,959 |
|
325,384 |
|
|
|
|
|
|
|
|
|
Company |
Company |
Group |
Group |
11 |
Loans |
2023 |
|
2022 |
|
2023 |
|
2022 |
£ |
£ |
£ |
£ |
|
Creditors include: |
|
|
Secured bank loans |
- |
|
- |
|
239,875 |
|
301,324 |
|
|
|
|
|
|
|
|
|
|
A NatWest bank loan was for a period of ten years from June 2018 at a rate of 3.56% and is secured by a fixed and floating charge over the assets of the company and one of the directors. |
|
A Cbils bank loan, 80% of which is secured by a government backed guarantee, is for a period of 6 years after the loan was drawn, with a 12 month payment holiday at the start of the loan. The interest rate is 2.81% above bank base rate. |
|
12 |
Other financial commitments |
2023 |
|
2022 |
£ |
£ |
|
Total future minimum payments under non-cancellable operating leases |
|
|
|
|
|
|
3,397,094 |
|
3,773,647 |
|
|
|
|
|
|
|
|
|
|
13 |
Deferred taxation |
2023 |
|
2022 |
£ |
£ |
£ |
£ |
|
At 1 January |
|
Credited to the profit and loss account |
- |
|
Charged to other comprehensive Income |
- |
|
- |
|
|
|
|
|
|
- |
|
- |
|
At 31 December |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
14 |
Share capital |
Nominal |
|
2023 |
|
2023 |
|
2022 |
|
Allotted, called up and fully paid: |
value |
Number |
£ |
£ |
|
|
Ordinary shares |
£1 each |
|
47,538 |
|
47,538 |
|
47,538 |
|
A Ordinary shares |
£1 each |
|
31,413 |
|
31,413 |
|
31,413 |
|
B Ordinary shares |
1p each |
|
4,382,400 |
|
43,824 |
|
43,824 |
|
C Ordinary shares |
£1 each |
|
3,500,000 |
|
3,500,000 |
|
3,500,000 |
|
D Ordinary shares |
1p each |
|
2,061,720 |
|
20,617 |
|
20,617 |
|
|
|
|
|
|
3,643,392 |
|
3,643,392 |
|
|
|
|
|
|
|
|
|
Nominal |
Number |
Amount |
|
|
|
|
|
|
|
15 |
Share premium |
|
|
|
|
|
|
2023 |
|
2022 |
£ |
£ |
|
|
At 1 January |
5,767,179 |
|
5,767,179 |
|
Shares issued |
- |
|
- |
|
|
At 31 December |
5,767,179 |
|
5,767,179 |
|
|
|
|
|
|
|
|
|
|
16 |
Profit and loss account - Consolidated |
2023 |
|
2022 |
£ |
£ |
|
|
At 1 January |
(6,562,168) |
|
(4,718,161) |
|
Loss for the financial period |
(1,507,021) |
|
(1,844,007) |
|
|
|
At 31 December |
(8,069,189) |
|
(6,562,168) |
|
|
|
|
|
|
|
|
|
17 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
18 |
Legal form of entity and country of incorporation |
|
|
Rooftop Cinema Group Ltd is a private company limited by shares and incorporated in England. |
|
|
19 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
Unit B3.1 Bussey Building |
|
133 Copeland Road |
|
London |
|
England |
|
SE15 3SN |
|
20 |
Related party transactions |
|
|
During the year Experience Cinema Limited received Income of £20,975 and had expenditure of £236,372 via transactions with SFG Group limited. All of the transactions were on an arms length basis and at normal commercial rates. |