Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
COMPANY INFORMATION
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CARPENTER SUB-FINCO LIMITED
CONTENTS
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CARPENTER SUB-FINCO LIMITED
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
During the year, the principal activity of the Company was that of a holding company.
During the year, the Company continued to service its intragroup debt obligations.
The principal risk is liquidity risk. The Company must be in a position to meet its interest, debt repayments and overheads as they fall due. These obligations are serviced through the utilisation of intragroup facilities and the support of group companies.
The key financial indicator is cash flow, which is monitored and managed on a regular basis to ensure that liabilities of the Company can be met as they fall due. This is monitored at group level to ensure the group as a whole can meet its obligations as they fall due.
The directors do not consider that there are any other key performance indicators to the Company.
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CARPENTER SUB-FINCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The Directors are aware of their duty under section 172 of the Companies Act 2006, to act in a way which they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole and in doing so, have regard (amongst other matters) to:-
• the likely consequences of any decision in the long-term; • the interests of the company’s employees; • the need to foster the company’s business relationships with suppliers, customers and others; • the impact of the company’s operations on the community and the environment; • the desirability of the company maintaining a reputation for high standards of business conduct; and • the need to act fairly as between members. The Company doesn't trade or hold any employees itself but for the wider group below is how we focus and promote these areas:- Long term impact • The Directors regularly update their stakeholders on the balanced scorecard KPI measures and see debate, challenge and approval from the Board. Engagement with employees The business has gone through a period of growth during the period alongside a change in the operational model including strategic and operational processes including the way we communicate with our employees. The overall management of the Company alongside individual site management collectively have a number of years of experience working and leading teams in the hospitality industry. With the new operational model now in place such as our people, our systems and processes, the Company will be well placed to explore opportunities going forward and to enhance growth. We have strengthened our recruitment initiative and have been well placed to attract new talent into both the existing sites, new openings and our head office. A key measure of our ongoing success in the future is being able to retain the talent in the business and to help us achieve our ambition and therefore introduced: • Structured bonus schemes driven by specific key performance indicators in place for site level management and head office employees • We hold weekly calls with site management including General Managers, Head Chefs and Bar Managers to discuss site level performance and any significant operating issues which enables quick decision making at the operational level • We also hold senior management meetings on a weekly basis and bi-weekly head of department meetings to ensure all departments are aligned with strategic goals and to take advantage of specific initiatives • Head of Department’s have regular communication with site management. Disabled employees It is the company’s policy that all persons should be considered for employment, training, career development and promotion of the basis of their abilities and aptitudes, regardless of physical ability, age, gender, sexual orientation, religion or ethnic origin. The company applies employment policies that are fair and equitable for all employees and these ensure that entry into and progression within the company are determined solely by application of job criteria and personal ability and competency.
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CARPENTER SUB-FINCO LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
Customers • Building trust with our customers at every stage of the customer journey and ensuring our customers are • at the heart of all process such as deposits, cancellations, no shows, refunds, complaints, feedback. • Providing premium dining experience consistently. • Responding to customer feedback. Suppliers • Long term partnerships with suppliers and landlords have been built. • Maintain regular conversations with suppliers during Covid-19 pandemic to agree payment plans which • work for both parties. • We build long term partnerships with suppliers the focuses on quality, provenance and sustainability that • is constantly reviewed. Community & Environment • As our businesses are rooted in our local communities, we operate our licences responsibly • Focus on environmentally friendly operating procedures such as procurement of UK based produce
This report was approved by the board and signed on its behalf.
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CARPENTER SUB-FINCO LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023
The directors present their report and the financial statements for the period ended 31 December 2023.
The directors are responsible for preparing the Strategic Report, the Directors' Report and the financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙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 to 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.
The loss for the period, after taxation, amounted to £72,026 (1 January 2023: loss £69,457).
The directors have not proposed a dividend for the year (1 January 2023: £nil).
The directors who served during the period were:
The directors do not anticipate any changes in the level or nature of the Company's business in the near future.
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CARPENTER SUB-FINCO LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023
The auditors, Haysmacintyre LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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CARPENTER SUB-FINCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER SUB-FINCO LIMITED
We have audited the financial statements of Carpenter Sub-Finco Limited (the 'Company') for the period ended 31 December 2023, which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity and the related notes, 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).
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 Auditors' 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 United Kingdom, including the Financial Reporting Council'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.
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 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.
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CARPENTER SUB-FINCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER SUB-FINCO LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' 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.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
∙the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.
In the light of the 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 or the Directors' Report.
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CARPENTER SUB-FINCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER SUB-FINCO LIMITED (CONTINUED)
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 Auditors' 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:
Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud Based on our understanding of the Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to regulatory requirements for the business and trade regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006 and income tax. We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included: • inspecting correspondence with regulators and tax authorities; • discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud; • evaluating management’s controls designed to prevent and detect irregularities; • identifying and testing journals, in particular journal entries posted with unusual account combinations, postings by unusual users or with unusual descriptions; and • challenging assumptions and judgements made by management in their critical accounting 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 or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.
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CARPENTER SUB-FINCO LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CARPENTER SUB-FINCO LIMITED (CONTINUED)
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 Auditors' 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.
for and on behalf of
Statutory Auditors
10 Queen Street Place
EC4R 1AG
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CARPENTER SUB-FINCO LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
REGISTERED NUMBER: 09903446
BALANCE SHEET
AS AT 31 DECEMBER 2023
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 13 to 21 form part of these financial statements.
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CARPENTER SUB-FINCO LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Carpenter Sub-Finco Limited is a private company, limited by shares and incorporated in England and Wales. The address of the registered office is 20 Bentinck Street, London, W1U 2EU.
The principal activity of the company is that of a holding company.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 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 Section 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;
∙the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Carpenter Holdco Limited as at 31 December 2023 and these financial statements may be obtained from Companies House, Crown Way, Cardiff, CF14 3UZ .
The directors have assessed the Company’s going concern position and have concluded that along with wider Group support and its sufficient net asset position, the directors have concluded the basis of preparing the accounts as a going concern is reasonable.
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
2.Accounting policies (continued)
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
The preparation of the financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the balance sheet date and the reported amounts of revenues and expenses during the reporting period. Key judgements made by management include. Valuation of investments in subsidiaries Investments in subsidiaries are measured at cost less accumulated impairment. Impairment is recognised when the recoverable amount of a subsidiary is below that of the carrying amount of the investment. The recoverable amount of subsidiaries is the higher of its fair value and its value in use. Where value in use is estimated, this is calculated using a discounted cash flow model, which includes assumptions around future performance of a subsidiary and the use of an appropriate discount rate. Further projections are compared to actual performance on a regular basis to assess the accuracy of such projections. Recoverability of intercompany debtors Judgement is required in assessing the recoverability of the intercompany debtors. When considering this, forecast expected trading results for the company, its subsidiaries and the wider group are considered. These forecasts are based on estimates which include assumptions and estimates on future performance. If the actual results differ from the forecasts then material impairment to the intercompany debtors may be required. Below market rate loan value In estimating the net present value of the future cash flows in connection with the interest free loans within the Group, the directors have assessed the market rate of interest that would apply. The directors have used a composite single rate of 4.98% which they believe is a reasonable estimate of the market rate which would be applicable to debt instruments of a similar time, risk and subordination profile.
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
8.Taxation (continued)
In March 2021 a change to the future corporation tax was substantively enacted to increase from 19% to 25% from 1 April 2023. Accordingly, the rate used to calculate the deferred tax balances at 1 January 2023 is 25% as the timing of the release of this asset is materially expected to be after this date.
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
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CARPENTER SUB-FINCO LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
Other reserves
Profit and loss account
The Company's immediate parent undertaking is Carpenter Finco Limited. The ultimate parent undertaking of the group is Carpenter Topco (Jersey) Limited which is ultimately controlled by investment funds managed by TDR Capital LLP. The registered office and principal plan of business is 20 Bentinck Street, London, W1U 2EU.
The results of the Company are included in the consolidated financial statements of Carpenter Holdco Limited, a subsidiary of Carpenter Topco (Jersey) Limited. Copies of these financial statements may be obtained at Companies House, Crown Way, Cardiff, CF14 3UZ.
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