Company registration number 11401108 (England and Wales)
ARTFARM GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
ARTFARM GROUP LIMITED
COMPANY INFORMATION
Directors
Lord Davies of Abersoch
E A Venters
J J Cornaby
Company number
11401108
Registered office
Stockwell House
13 High Street
Bruton
Somerset
BA10 0AB
Auditor
HW Fisher LLP
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
ARTFARM GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 7
Directors' responsibilities statement
8
Independent auditor's report
9 - 11
Group profit and loss account
12
Group statement of comprehensive income
13
Group balance sheet
14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 40
ARTFARM GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 1 -

Introduction

 

The directors present their Annual Report, consisting of the Group Strategic Report and Directors’ Report, and the Consolidated Financial Statements of Artfarm Group Limited ("the company") for the year ended 31 December 2023. References to “group” or "Artfarm" refer to the consolidated group, being the company and its subsidiary undertakings, a list of which can be found in Note 14 to these financial statements.

Review of the business and future developments

2023 was a successful year in the evolution of Artfarm, with remarkable pace of change and growth in sales year-on-year and the opening of two new outlets: Fish Shop, a restaurant and fishmonger in Ballater, Scotland and Farm Shop in Mayfair, London. 2023 was also a year of foundational work in preparation for further growth and openings in 2024, 2025 and beyond. Artfarm’s current profitability is limited by the significant growth centred around our ambition to redefine what culturally-led development can achieve. By its nature, driven by ambitious expansion plans, Artfarm is currently resource and capital-intensive, both of which act as a significant brake on profitability.

The Artfarm model is to find unique sites and locations with a history or story to tell. Artfarm then invites both leading Hauser & Wirth artists and local craftspeople and artisans to interpret those stories with commissions and site-specific installations. Artfarm believes that art has a unique power to inspire, and through this passion for art, coupled with a commitment to community, education and learning, people and place, its ground-breaking hospitality offer can be defined.

In April 2023 the Group opened Fish Shop in Scotland. Located in the heart of Ballater, Fish Shop restaurant and its adjoining fishmonger celebrate the heritage and traditions of fishing in Scotland, serving ethically sourced fish, as well as creel-caught and hand-dived crustacea. This modern and relaxed restaurant has a menu focused on shellfish and day boat fish, with the addition of select game, meat and vegetables from surrounding farms and estates. The fishmonger is open to the public and supplies fresh seafood to other notable venues, including our hotel in Braemar, the Fife Arms. The venue has received many favourable critic and press reviews, including being listed as one of The Michelin Inspectors’ Favourite New Restaurants and Condé Nast Traveller’s UK Best New Restaurant Awards.

In December 2023, the Group opened Farm Shop in London. Bringing fresh and seasonal products to the heart of Mayfair, Farm Shop features the same award-winning products as our Somerset Farm Shop at Durslade Farm in Bruton, with meat and many ingredients coming from our estate. A hyper-seasonal wild food range can be found alongside a wide selection of cheese, wine and condiments, rubs and sauces made in our kitchen. From January 2024, customers can head downstairs for a taste of Farm Shop in our new wine bar, where they can enjoy cheese, charcuterie and daily specials made in our kitchen, with a glass, carafe or bottle of classic or exploratory wine from around the world.

The Audley in London has established itself as an enormous hospitality success. It is a mix of pub, restaurant, and private event spaces located in Mayfair. The Audley is a beautifully restored building with contemporary art and sculpture on floors, walls, and ceilings. The venue has received many favourable critic and press reviews - Mount St. Restaurant was recognised by LUX Life Magazine, which awarded the restaurant “Best Contemporary Dining Restaurant – 2023”. After only one year of opening, the Audley Public House won “Best Pub” in the National Pub and Bar Awards for Greater London. The venue opened in late 2022 so 2023 represents the first full year of trading.

The Fife Arms continues to enjoy success, achieving occupancy of 73% (up from 2022’s 70%) and delivering sales up 16% year on year and positive EBITDA of £2m. The hotel continues to deliver high guest satisfaction and significant press and PR coverage including being in the Top 50 Boutique Hotels List and The Times’ ‘Best Places to Stay 2024’ list. The Sunday Times’ annual feature ‘The UK’s 100 Best Hotels’ named the hotel as one of the best countryside hotels in the UK. The Clunie Dining Room has been recognised for its wine programme with a ‘Best of Award of Excellence’ in this year’s Wine Spectator Restaurant Awards.

Manuela restaurant in Los Angeles has gone from strength to strength, growing sales by 15% year on year. Two further restaurants in the US are currently under development. A second Manuela is due to open in New York in Autumn 2024 and our second Fish Shop restaurant will open in Washington DC in early 2025. This, together with the group’s other construction projects builds on the existing portfolio.

The Groucho Club was acquired towards the end of 2022. The famed Soho private members' club has acted as a hub for the creative community in London for the past 4 decades. The club is a natural fit for Artfarm and shares a common long-term vision for growth. 2023 was a period of change for the club as we embarked on an ambitious upgrade path, starting with all key technology systems and the Main Bar refurbishment. Further exciting upgrades are planned over the coming years.

ARTFARM GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 2 -
Review of the Business cont.

In Somerset, Roth Bar and Grill closed at the end of 2023 for major refurbishment works. Roth Bar re-opened in May 2024 and a stunning new Italian-inspired restaurant, Da Costa, will open in Autumn 2024.

Given these developments - both current and future - and building on the existing portfolio, Artfarm believes it is uniquely placed to take advantage of what its customers clearly tell us is a truly inspiring proposition.

 

Results

Overall, Artfarm Group sales increased by 48% to £42.3m. Strong underlying growth at The Fife Arms and Manuela LA, together with a full year’s sales in 2023 at The Audley and Groucho Club and new openings in 2023 at Fish Shop and Farm Shop, drove the increase. EBITDA (excluding items of a one-off nature) for the Group amounted to -£2.5m (2022 -£1.1m). The EBITDA for the year is considered by the directors to be satisfactory given that the group is currently in its development phase.

Principal risks and uncertainties

 

Foreign exchange risk

 

The group is exposed to movement in foreign exchange rates as a result of transactions within the group, with its parent undertaking, and with suppliers. The company manages these risks by maintaining foreign currency bank accounts.

 

Credit risk

 

The directors do not consider the group to have significant credit risk. The group has implemented policies and arrangements with its clients to minimise the potential credit risk.

 

Liquidity risk

 

The group manages the liquidity position with the objective of maintaining the ability to fund commitments and repay liabilities in accordance with suppliers' payment terms. The group relies on the continuing support of the company’s parent undertaking.

 

Interest rate risk

 

The group's operating activities are currently funded through equity investments from the parent company and third-party loan financing. Accordingly, while the group is exposed to interest rate risk, this is mitigated by the short-term nature of the third-party loan financing and the parent company financing, which is equity in nature.

 

Cost of living

 

Interest rates, inflationary pressures and cost-of-living increases impacted the Group in 2023 and will continue to do so in 2024. Energy prices and wage inflation across the estate have significantly impacted costs in 2023/24. The board anticipates that inflationary pressures and interest rates should ease in 2024 and that the group will benefit from a mild economic recovery.

ARTFARM GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 3 -
Key performance indicators

In acknowledgement that the group is in its growth phase, the directors consider the financial KPIs of the group are as follows:

 

 

2023

2022

 

 

 

Turnover

EBITDA

42.3m

£(2.5)m

£28.6m
£(1.1m)

Gross assets

£122.1m

£107.9m

Net Assets

£72.2m

£62.0m

Staff numbers

655

417

Occupancy rates

73%

70%

 

 

EBITDA is stated excluding items of a one-off nature.

Other information and explanations

 

Post balance sheet events

 

On 17 May 2024, the group entered into a refinancing agreement for two loans outstanding at 31 December 2023. As part of the arrangement, two loans totalling £7,340,000 were repaid and a new facility totalling £7,340,000 agreed with the lender. The loan is repayable in May 2027 and has a variable commercial rate of interest.

Section 172(1) statement

 

Artfarm Group’s core values are Art, Community and Sustainability. The group's long-term strategy is to develop sustainable and creative developments that weave together art, community, learning, people and place.

This is achieved by:

•    Adapting and reinventing unique sites that come with great stories.

•    Weaving together exceptional design with local history, landscape and community engagement.

•    Inviting artists to celebrate the stories of the place with site specific commissions.

•    Curating programmes that animate our destinations and inspire learning

The directors and their executive team monitor these on an ongoing basis to identify potential threats and implement strategic changes where necessary.

Artfarm is committed to providing a high level of service to guests, customers and neighbours. Regular feedback is requested and discussions take place to ensure expectations are not only met but exceeded. The following paragraphs summarise how the directors fulfil these duties:

Art

Art is at the heart of everything we do. We believe in its power to inspire and transform both individuals and communities. Not only does art inform the design of all our properties, but it also drives our community programmes. Each Artfarm property hosts a dynamic learning programme with a strong focus on art and craftsmanship. These range from Q&As and masterclasses to projects with local primary schools and community groups. The Fife Arms also supports an artist residency programme in Braemar whereby artists are invited to stay in the village and are provided with a studio, materials and accommodation over a period of time.

ARTFARM GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 4 -

Community

Our commitment to community is unique in its depth and reach. Working in both rural and urban communities, the company hosts and engages with diverse audiences in sites which range from a Victorian coaching inn in the Scottish Highlands to a former flour mill in Downtown LA.

Alongside the creative learning programmes which are open to both guests and locals within a community, each of our sites are also at the forefront of specific local initiatives and events. In the past year this has included the construction of a public tennis court in Braemar, the curation and staging of the Braemar Literary Festival attended by her Majesty Queen Camilla, support of Street Smart – a charity raising funds for the homeless in London at Christmas and participation in the national farming celebration - Open Farm Sunday, showcasing the working farm at Durslade in Somerset.

 

Sustainability

 

We believe in economic, environmental and social sustainability. Our sites are constructed to protect the environment, invest in people and infrastructure, and support communities by sharing ways to connect both their heritage and future through art and community conservation. Communities are engaged in curated events such The Braemar Literary Festival and the Festival of Fashion which features scheduled activities by local groups, whilst the Fife Arms also champions local suppliers and services to our guests such as fishing in the nearby lochs. We support annual community events including the Highland Games and Braemar Mountain Festival in Scotland and the Mount St Garden Party in London and engage throughout the year with both children and parents at local schools whilst assisting with their fundraising initiatives.

 

We also recognise our responsibility to carry out all procurement activities in an environmentally and socially responsible manner, from encouraging healthy and sustainable food production and consumption by championing local suppliers who adhere to and share our values, to selecting suppliers and contractors who can illustrate their own commitment to minimising the negative environmental and social effects associated with the products and services they provide. At our farm at Durslade in Somerset, we breed grass-fed, outdoor-reared cows and sheep, which we then butcher and sell in our Farm Shops in Somerset and now Mayfair, as well as supplying our restaurants. Carcass balance is managed both through the menu at our restaurants and our ‘For Later’ frozen meals, while the Farm Shops also carry their own label products using ingredients from our Walled Garden at Roundhill, honey from our hives, tallow from our cows to make soap and kitchen waste in our Gin. We make white, rose and sparkling rose wine from our grapes grown at Durslade Vineyard and grow vegetables and breed chickens in the garden at Manuela, Los Angeles. Excess decorative pumpkins from our October Festival at Roth were turned into chutney.

Our People

 

Our People Team values are nurturing well-being, inspiring creativity and growth, and valuing individuals. We regard ourselves as an employer of choice and feel we have positively impacted the hospitality market.

 

We continue to support living standards across our estate and particularly in Scotland where we invest in property to support the local economy and provide considerable employment opportunities in rural areas.

 

 

On behalf of the board

E A Venters
Director
29 August 2024
ARTFARM GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 5 -

The directors present their annual report and financial statements for the year ended 31 December 2023.

Principal activities

The principal activity of the company and group continued to be that of hotel operator and the operation of licensed bars, restaurants and members' clubs.

Results and dividends

The results for the year are set out on page 12.

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

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

Directors

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

Lord Davies of Abersoch
E A Venters
J J Cornaby
Disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Employee involvement

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

 

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

Post reporting date events

On 17 May 2024, the group entered into a refinancing agreement for two loans outstanding at 31 December 2023. As part of the arrangement, two loans totalling £7,340,000 were repaid and a new facility totalling £7,340,000 agreed with the lender. The loan is repayable in May 2027 and has a variable commercial rate of interest.

Auditor

HW Fisher LLP were appointed as auditor to the group and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General Meeting.

ARTFARM GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 6 -
Energy and carbon report
2023
Energy consumption
kWh
Aggregate of energy consumption in the year
1,418
1,418
2023
Emissions of CO2 equivalent
metric tonnes
Scope 1 - direct emissions
- Gas combustion
787.16
- Fuel consumed for owned transport
55.53
842.69
Scope 2 - indirect emissions
- Electricity purchased
556.07
Scope 3 - other indirect emissions
- Fuel consumed for transport not owned by the company
18.80
Total gross emissions
1,417.56
Intensity ratio
(tCO2e) per £m Sales Revenue
38.62
Quantification and reporting methodology

The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group has also used the GHG Reporting Protocol – Corporate Standard and have used the 2020 UK Government’s Conversion Factors for Company Reporting.

 

The group collaborated with The Consultus International Group who assisted us in collating the data for our emissions across various sites. The data collection process was a combination of raw data collated by the group and The Consultus International Group, where required this data has been extrapolated by The Consultus International Group. This data formed the basis of our SECR report for year end 31 December 2023.

Intensity measurement

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m Sales Revenue, the recommended ratio for the sector.

Measures taken to improve energy efficiency

A large amount of properties in the Artfarm portfolio are listed buildings and have since been worked on and developed into energy efficient properties. Artfarm have signed up to the Net Zero Pathway with Consultus in 2023 and are currently progressing through the workshops.

 

The Groucho Club is an older building and is still working on becoming more energy efficient. For example, the lights have been changed to LED light bulbs.

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.

ARTFARM GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 7 -
Business relationships

The directors seek to promote strong mutually beneficial relationships with suppliers, customers and other stakeholders. Artfarm is committed to providing a high level of service to guests, customers and neighbours. Regular feedback is requested and discussions take place to ensure expectations are not only met but exceeded.

Strategic report

The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the groups's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of the information on and exposure to financial risk and future developments.

On behalf of the board
E A Venters
Director
29 August 2024
ARTFARM GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 8 -

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.

ARTFARM GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF ARTFARM GROUP LIMITED
- 9 -
Opinion

We have audited the financial statements of Artfarm Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2023 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 the financial statements:

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor'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.

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.

 

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 our audit:

ARTFARM GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARTFARM GROUP LIMITED
- 10 -
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.

As part of our planning process:

ARTFARM GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF ARTFARM GROUP LIMITED
- 11 -

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

 

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors of the group and entity.

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.

Russell Nathan (Senior Statutory Auditor)
For and on behalf of HW Fisher LLP
Chartered Accountants
Statutory Auditor
Acre House
11-15 William Road
London
NW1 3ER
United Kingdom
29 August 2024
ARTFARM GROUP LIMITED
GROUP PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2023
- 12 -
2023
2022
as restated
Notes
£
£
Turnover
3
42,283,603
28,641,767
Cost of sales
(26,010,135)
(19,521,763)
Gross profit
16,273,468
9,120,004
Administrative expenses
(29,280,203)
(16,119,469)
Other operating income
2,833,755
377,890
Operating loss
4
(10,172,980)
(6,621,575)
Interest receivable and similar income
8
61,545
2,503
Interest payable and similar expenses
9
(1,682,066)
(951,342)
Loss before taxation
(11,793,501)
(7,570,414)
Tax on loss
10
(4,827)
212,740
Loss for the financial year
(11,798,328)
(7,357,674)
Loss for the financial year is all attributable to the owners of the parent company.
ARTFARM GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2023
- 13 -
2023
2022
as restated
£
£
Loss for the year
(11,798,328)
(7,357,674)
Other comprehensive income
Currency translation gain/(loss) taken to retained earnings
48,219
(19,384)
Total comprehensive income for the year
(11,750,109)
(7,377,058)
Total comprehensive income for the year is all attributable to the owners of the parent company.
ARTFARM GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 14 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Goodwill
11
10,468,588
11,669,254
Other intangible assets
11
304,013
225,188
Total intangible assets
10,772,601
11,894,442
Tangible assets
12
89,394,642
82,428,301
Investments
13
6,092,184
4,448,984
106,259,427
98,771,727
Current assets
Stocks
15
2,117,615
1,340,962
Debtors
16
10,778,023
5,898,872
Cash at bank and in hand
2,899,601
1,935,857
15,795,239
9,175,691
Creditors: amounts falling due within one year
17
(25,192,575)
(35,144,752)
Net current liabilities
(9,397,336)
(25,969,061)
Total assets less current liabilities
96,862,091
72,802,666
Creditors: amounts falling due after more than one year
18
(20,389,836)
(7,340,001)
Provisions for liabilities
Deferred tax liability
20
4,227,841
3,508,120
(4,227,841)
(3,508,120)
Net assets
72,244,414
61,954,545
Capital and reserves
Called up share capital
22
120,078,833
98,038,855
Profit and loss reserves
(47,834,419)
(36,084,310)
Total equity
72,244,414
61,954,545
The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
E A Venters
Director
Company registration number 11401108 (England and Wales)
ARTFARM GROUP LIMITED
COMPANY BALANCE SHEET
AS AT
31 DECEMBER 2023
31 December 2023
- 15 -
2023
2022
as restated
Notes
£
£
£
£
Fixed assets
Investments
13
91,108,524
72,351,931
Current assets
Debtors
16
31,161,000
27,163,932
Cash at bank and in hand
103,960
575
31,264,960
27,164,507
Creditors: amounts falling due within one year
17
-
0
(129,635)
Net current assets
31,264,960
27,034,872
Net assets
122,373,484
99,386,803
Capital and reserves
Called up share capital
22
120,078,833
98,038,855
Profit and loss reserves
2,294,651
1,347,948
Total equity
122,373,484
99,386,803

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £946,703 (2022 - £196,189 profit).

The financial statements were approved by the board of directors and authorised for issue on 29 August 2024 and are signed on its behalf by:
E A Venters
Director
Company registration number 11401108 (England and Wales)
ARTFARM GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 16 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
53,543,855
(28,707,252)
24,836,603
Year ended 31 December 2022:
Loss for the year
-
(7,357,674)
(7,357,674)
Other comprehensive income:
Currency translation differences
-
(19,384)
(19,384)
Total comprehensive income
-
(7,377,058)
(7,377,058)
Issue of share capital
22
44,495,000
-
44,495,000
Balance at 31 December 2022
98,038,855
(36,084,310)
61,954,545
Year ended 31 December 2023:
Loss for the year
-
(11,798,328)
(11,798,328)
Other comprehensive income:
Currency translation differences
-
48,219
48,219
Total comprehensive income
-
(11,750,109)
(11,750,109)
Issue of share capital
22
22,039,978
-
22,039,978
Balance at 31 December 2023
120,078,833
(47,834,419)
72,244,414
ARTFARM GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2023
- 17 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
As restated for the period ended 31 December 2022:
Balance at 1 January 2022
53,543,855
1,151,759
54,695,614
Year ended 31 December 2022:
Profit and total comprehensive income for the year
-
196,189
196,189
Issue of share capital
22
44,495,000
-
44,495,000
Balance at 31 December 2022
98,038,855
1,347,948
99,386,803
Year ended 31 December 2023:
Profit and total comprehensive income
-
946,703
946,703
Issue of share capital
22
22,039,978
-
22,039,978
Balance at 31 December 2023
120,078,833
2,294,651
122,373,484
ARTFARM GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 18 -
2023
2022
as restated
Notes
£
£
£
£
Cash flows from operating activities
Cash (absorbed by)/generated from operations
29
(6,773,850)
4,087,848
Interest paid
(1,682,066)
(951,342)
Income taxes paid
-
0
(9,401)
Net cash (outflow)/inflow from operating activities
(8,455,916)
3,127,105
Investing activities
Purchase of business
-
214,796
Purchase of intangible assets
(116,919)
(181,160)
Purchase of tangible fixed assets
(11,426,368)
(14,897,967)
Proceeds from disposal of tangible fixed assets
36,610
-
Purchase of joint ventures
(1,643,200)
-
Interest received
62,835
2,503
Net cash used in investing activities
(13,087,042)
(14,861,828)
Financing activities
Proceeds from issue of shares
22,039,978
44,495,000
Repayment of borrowings
-
(34,783,879)
Proceeds from new bank loans
20,500,000
-
Repayment of bank loans
(20,080,205)
-
Net cash generated from financing activities
22,459,773
9,711,121
Net increase/(decrease) in cash and cash equivalents
916,815
(2,023,602)
Cash and cash equivalents at beginning of year
1,934,808
3,958,410
Effect of foreign exchange rates
47,978
-
0
Cash and cash equivalents at end of year
2,899,601
1,934,808
Relating to:
Cash at bank and in hand
2,899,601
1,935,857
Bank overdrafts included in creditors payable within one year
-
(1,049)
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2023
- 19 -
1
Accounting policies
Company information

Artfarm Group Limited (“the company”) is a private limited company incorporated in England and Wales. The registered office is Stockwell House, 13 High Street, Bruton, Somerset, BA10 0AB.

 

The group consists of Artfarm Group Limited and all of its subsidiaries.

1.1
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. The principal accounting policies adopted are set out below.

Exemptions for qualifying entities under FRS 102

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:

 

1.2
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Artfarm Group 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. Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes. All financial statements are made up to 31 December 2023.

 

All financial statements are made up to 31 December 2023. 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.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 20 -

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.

1.3
Going concern

The group and company has the financial support of the ultimate parent company for a period of at least twelve months from the date of the approval of these financial statements. Accordingly, the directors have a reasonable expectation that the company has adequate resources to continue in operation for the foreseeable future. Thus the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.4
Turnover

Turnover is derived from hospitality, retail and related services.

 

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.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer, 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.

1.5
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 10 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.

1.6
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.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 21 -

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

Software
Ten years
Patents & licences
Twenty-five years
Intellectual property
Twenty-five years
Trademarks
Three to ten years
1.7
Tangible fixed assets

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

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

Freehold land and buildings - improvements
Twenty-five to fifty years straight line
Leasehold land and buildings
Over the life of the lease
Plant and equipment
Five years straight line
Fixtures and fittings
Five years straight line
Computers
Three to four years straight line
Motor vehicles
Five years straight line
Office equipment
Five years straight line
Artwork
Not depreciated, see below
Freehold land and buildings
Not depreciated, see below

Freehold land and buildings are not depreciated on the basis that the residual value is considered equal to the carrying value of the assets.

 

Included within fixtures and fittings are works of art, which are considered to be long life assets with a residual value which is aligned with the carrying value of the asset. As such, they are not depreciated.

 

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.

1.8
Fixed asset investments

Equity investments are measured at cost less impairment.

 

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.

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

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 22 -
1.9
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.

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.

1.10
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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.

1.11
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.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 23 -
Impairment of financial assets

Financial assets 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 and amounts owed to fellow group companies, 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.

Derecognition of financial liabilities

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

1.12
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.

1.13
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
1
Accounting policies
(Continued)
- 24 -
Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

1.14
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.

1.15
Retirement benefits

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

1.16
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.

1.17
Government grants

Government grants are recognised at the fair value of the asset received or receivable when there is reasonable assurance that the grant conditions will be met and the grants will be received.

 

A grant that specifies performance conditions is recognised in income when the performance conditions are met. Where a grant does not specify performance conditions it is recognised in income when the proceeds are received or receivable. A grant received before the recognition criteria are satisfied is recognised as a liability.

1.18
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

 

Exchange differences arising on the translation of the opening net assets of subsidiaries are also reported in the Statement of Comprehensive Income.

 

All other exchange differences are dealt with in the Statement of Comprehensive Income.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 25 -
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.

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.

Estimated life of tangible fixed assets

The group, due to the nature of operations, invests heavily in freehold land and buildings, property improvements and other fixtures and fittings at operational locations. This includes investments in works of art. As a result of this, is is necessary to make estimations of the useful lives of the capitalised assets. The estimation of the useful life of the asset is made based on historic trends and judgements relating to the timing of purchase of replacements and refurbishments and the expected residual value of assets. This is reviewed internally on a regular basis.

 

Freehold land and buildings, and works of art, are considered to be long life assets with a residual value which is aligned with the carrying value of the asset. They are therefore not depreciated.

Valuation of investments

Investments are held at the transaction price less impairment. The assessment of impairment requires judgements to be made, which include the assessment of the future performance of investments outside the control of the group. As at 31 December 2023, no impairments against investments had been recognised.

Valuation of goodwill

The group acquired 100% of the shareholding of Oval 2287 Limited and its subsidiaries in August 2022 from a third party. On acquisition the group recognised £12,006,682 of goodwill.

 

Based on the performance of the group acquired, the directors have not recognised any impairments on the goodwill balance.

3
Turnover and other revenue

All turnover is derived from hospitality, retail and related services.

2023
2022
£
£
Turnover analysed by geographical market
United Kingdom
35,159,500
21,271,605
United States of America
7,124,103
7,370,162
42,283,603
28,641,767
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
3
Turnover and other revenue
(Continued)
- 26 -
2023
2022
£
£
Other income
Grants received
-
377,890
Management fee income
1,499,252
375,000
Sale of tax losses
940,822
-
4
Operating loss
2023
2022
£
£
Operating loss for the year is stated after charging/(crediting):
Exchange (gains)/losses
(40,967)
55,143
Government grants
-
(377,890)
Depreciation of owned tangible fixed assets
4,417,468
1,919,601
Loss on disposal of tangible fixed assets
5,949
798,464
Amortisation of intangible assets
1,238,760
354,398
Operating lease charges
2,110,323
1,605,622
5
Auditor's remuneration
2023
2022
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
10,000
10,000
Audit of the financial statements of the company's subsidiaries
204,420
135,200
214,420
145,200
For other services
Taxation compliance services
8,890
-
6
Employees

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

Group
Company
2023
2022
2023
2022
Number
Number
Number
Number
Hospitality staff
538
350
-
-
Management
117
67
-
-
Total
655
417
-
0
-
0
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
6
Employees
(Continued)
- 27 -

Their aggregate remuneration comprised:

Group
Company
2023
2022
2023
2022
£
£
£
£
Wages and salaries
20,398,807
13,332,578
-
0
-
0
Social security costs
1,989,786
940,114
-
-
Pension costs
409,883
239,743
-
0
-
0
22,798,476
14,512,435
-
0
-
0
7
Directors' remuneration
2023
2022
£
£
Remuneration for qualifying services
1,041,000
710,000
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2023
2022
£
£
Remuneration for qualifying services
660,000
361,200

The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 0 (2022 - 0).

8
Interest receivable and similar income
2023
2022
£
£
Interest income
Interest on bank deposits
39,378
2,503
Interest receivable from group companies
22,167
-
0
Total income
61,545
2,503
9
Interest payable and similar expenses
2023
2022
£
£
Interest on bank overdrafts and loans
1,666,202
949,024
Interest payable to group undertakings
-
0
2,318
Other interest
15,864
-
Total finance costs
1,682,066
951,342
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 28 -
10
Taxation
2023
2022
£
£
Current tax
UK corporation tax on profits for the current period
4,827
1,456
Deferred tax
Origination and reversal of timing differences
-
0
(214,196)
Total tax charge/(credit)
4,827
(212,740)

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

2023
2022
£
£
Loss before taxation
(11,793,501)
(7,570,414)
Expected tax credit based on the standard rate of corporation tax in the UK of 23.53% (2022: 19.00%)
(2,775,011)
(1,438,379)
Tax effect of expenses that are not deductible in determining taxable profit
2,833,578
109,319
Tax effect of income not taxable in determining taxable profit
(527,550)
-
0
Unutilised tax losses carried forward
-
0
885,505
Permanent capital allowances in excess of depreciation
(602,048)
51,064
Deferred tax movements not recognised
1,075,858
179,751
Taxation charge/(credit)
4,827
(212,740)
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 29 -
11
Intangible fixed assets
Group
Goodwill
Software
Patents & licences
Intellectual property
Total
£
£
£
£
£
Cost
At 1 January 2023
12,006,658
11,875
164,136
83,569
12,266,238
Additions
-
0
-
0
116,919
-
0
116,919
At 31 December 2023
12,006,658
11,875
281,055
83,569
12,383,157
Amortisation and impairment
At 1 January 2023
337,404
-
0
34,295
97
371,796
Amortisation charged for the year
1,200,666
-
0
34,106
3,988
1,238,760
At 31 December 2023
1,538,070
-
0
68,401
4,085
1,610,556
Carrying amount
At 31 December 2023
10,468,588
11,875
212,654
79,484
10,772,601
At 31 December 2022
11,669,254
11,875
129,841
83,472
11,894,442
The company had no intangible fixed assets at 31 December 2023 or 31 December 2022.

The prior year financial statements included a brand valued at £11,866,000. The brand should have been included in goodwill, the prior year financials have therefore been restated.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 30 -
12
Tangible fixed assets
Group
Freehold land and buildings - improvements
Leasehold land and buildings
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Office equipment
Artwork
Total
£
£
£
£
£
£
£
£
£
Cost
At 1 January 2023
61,945,575
18,647,523
383,877
7,199,408
784,023
336,668
1,175,763
1,927,813
92,400,650
Additions
5,670,646
2,515,616
57,882
2,114,333
396,797
190,396
279,548
201,150
11,426,368
Disposals
-
0
-
0
-
0
-
0
(11,470)
(34,610)
(540)
-
0
(46,620)
At 31 December 2023
67,616,221
21,163,139
441,759
9,313,741
1,169,350
492,454
1,454,771
2,128,963
103,780,398
Depreciation and impairment
At 1 January 2023
4,597,759
1,088,927
107,603
2,807,571
360,942
155,111
854,436
-
0
9,972,349
Depreciation charged in the year
1,088,588
1,182,438
167,600
1,485,350
208,680
67,484
217,328
-
0
4,417,468
Eliminated in respect of disposals
-
0
-
0
-
0
-
0
(400)
(3,661)
-
0
-
0
(4,061)
At 31 December 2023
5,686,347
2,271,365
275,203
4,292,921
569,222
218,934
1,071,764
-
0
14,385,756
Carrying amount
At 31 December 2023
61,929,874
18,891,774
166,556
5,020,820
600,128
273,520
383,007
2,128,963
89,394,642
At 31 December 2022
57,347,816
17,558,596
276,274
4,391,837
423,081
181,557
321,327
1,927,813
82,428,301
The company had no tangible fixed assets at 31 December 2023 or 31 December 2022.
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 31 -
13
Fixed asset investments
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Investments in subsidiaries
14
-
0
-
91,108,524
72,351,931
Investments in joint ventures
6,092,184
4,448,984
-
0
-
0
6,092,184
4,448,984
91,108,524
72,351,931
Movements in fixed asset investments
Group
Shares in joint ventures
£
Cost or valuation
At 1 January 2023
4,617,983
Additions
1,643,200
At 31 December 2023
6,261,183
Impairment
At 1 January 2023 and 31 December 2023
168,999
Carrying amount
At 31 December 2023
6,092,184
At 31 December 2022
4,448,984
Movements in fixed asset investments
Company
Investment in subsidiaries
£
Cost or valuation
At 1 January 2023
72,351,931
Additions
18,756,593
At 31 December 2023
91,108,524
Carrying amount
At 31 December 2023
91,108,524
At 31 December 2022
72,351,931
14
Subsidiaries

Details of the company's subsidiaries at 31 December 2023 are as follows:

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
14
Subsidiaries
(Continued)
- 32 -
Name of undertaking
Address
Nature of business
Class of
% Held
shares held
Direct
Indirect
Artfarm Limited
1
Hospitality
Ordinary
100.00
-
Artfarm Property Limited
1
Property development
Ordinary
100.00
-
Artfarm USA Inc.
2
Hospitality
Ordinary
100.00
-
Artfarm Food Inc.
3
Hospitality
Ordinary
100.00
-
Artfarm DC Inc.
6
Hospitality
Ordinary
100.00
-
Artfarm Hispania SL
4
Hospitality
Ordianry
100.00
-
Oval (2287) Limited
5
Holding company
Ordinary
100.00
-
The Fife Arms (Braemar) LImited
1
Dormant
Ordinary
100.00
-
Invercauld Arms Limited
1
Dormant
Ordinary
100.00
-
Roth Bar & Grill Limited
1
Dormant
Ordinary
-
100.00
SAS Hospitality Limited
1
Hospitality
Ordinary
-
100.00
London Artfarm Limited
5
Hospitality
Ordianry
-
100.00
The Grocuho Club Limited
5
Holding company
Ordinary
-
100.00
The Groucho Club London Limited
5
Operating of members club
Ordinary
-
100.00
Oval (2288) Limited
5
Dormant
Ordinary
-
100.00
Kapital Ventures Limited
5
Dormant
Ordinary
-
100.00
Kapital Kars Limited
5
Dormant
Ordinary
-
100.00
Redpalm Limited
5
Dormant
Ordinary
-
100.00

Registered office addresses (all UK unless otherwise indicated):

1
Stockwell House, 13 High Street, Bruton, Somerset, United Kingdom, BA10 0AB
2
850 New Burlington Road, Suite 201, Dover, Delaware 19904, USA
3
1209 Orange Street, Wilmington, Delaware 19801, USA
4
SL Placa Del Carmen 15, 07702 Mahon, Spain
5
45 Dean Street, London, England, W1D 4QB
6
1225 19th Street NW, Washington, DC 20036, USA
15
Stocks
Group
Company
2023
2022
2023
2022
£
£
£
£
Raw materials and consumables
239,613
107,778
-
-
Finished goods and goods for resale
1,878,002
1,233,184
-
0
-
0
2,117,615
1,340,962
-
-
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 33 -
16
Debtors
Group
Company
2023
2022
2023
2022
Amounts falling due within one year:
£
£
£
£
as restated
Trade debtors
1,800,635
1,347,230
17,885
641
Amounts owed by group undertakings
-
7,897
30,164,874
27,150,476
Other debtors
5,270,865
2,850,166
972,404
6,600
Prepayments and accrued income
2,590,002
1,182,794
5,837
6,215
9,661,502
5,388,087
31,161,000
27,163,932
Deferred tax asset (note 20)
719,721
-
0
-
0
-
0
10,381,223
5,388,087
31,161,000
27,163,932
Amounts falling due after more than one year:
Other debtors
396,800
510,785
-
0
-
0
Total debtors
10,778,023
5,898,872
31,161,000
27,163,932

In the financial statements for the year ended 31 December 2022 merchant receipts of £901,451 were recognised as part of other debtors. This balance has been recognised in trade debtors in the financial statements for the year ended 31 December 2023.

 

Other debtors includes loans due from Brood Hospitality Ltd totalling £534,406 (2022: £620,000). Interest accrues on the loan at a rate of 3.80% per annum and is repayable in instalments, and is secured over property owned by the borrower by way of first legal mortgage.

 

In the financial statements for the year ended 31 December 2022, a non current loan balance of £510,785 was recognised as part of other debtors falling due within one year. This balance has been recognised in current debtors falling due in more than one year in the financial statements for the year ended 31 December 2023.

17
Creditors: amounts falling due within one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
as restated
Bank loans and overdrafts
19
7,327,531
20,076,040
-
0
-
0
Trade creditors
2,086,582
1,989,637
-
0
24,338
Amounts owed to group undertakings
814,096
-
0
-
0
105,297
Other taxation and social security
1,484,153
1,827,590
-
0
-
0
Deferred income
715,000
-
0
-
0
-
0
Other creditors
7,924,933
6,085,324
-
0
-
0
Accruals and deferred income
4,840,280
5,166,161
-
0
-
0
25,192,575
35,144,752
-
0
129,635
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
17
Creditors: amounts falling due within one year
(Continued)
- 34 -

In the financial statements for the year ended 31 December 2022, payroll accruals of £135,621, deposits from customers of £43,976 and payments taken in advance from customers of £904,693 were recognised in other creditors. These balances have been recognised as part of accruals and deferred income for the year ended 31 December 2023.

18
Creditors: amounts falling due after more than one year
Group
Company
2023
2022
2023
2022
Notes
£
£
£
£
Bank loans and overdrafts
19
20,389,836
7,340,001
-
0
-
0
19
Loans and overdrafts
Group
Company
2023
2022
2023
2022
£
£
£
£
Bank loans
27,717,367
27,414,992
-
0
-
0
Bank overdrafts
-
0
1,049
-
0
-
0
27,717,367
27,416,041
-
0
-
0
Payable within one year
7,327,531
20,076,040
-
0
-
0
Payable after one year
20,389,836
7,340,001
-
0
-
0

Bank loans are secured by a fixed and floating charge over certain property and undertakings of the group. Bank loans, included above, are also secured by a first legal charge over a freehold property held by the group, and include a negative pledge.

 

Bank Loans are on commercial terms with a combination of fixed and variable interest rates with margins of between 1.9% and 3.5% per annum above the bank’s variable base rate.

 

On 30 March 2023, the group entered into a refinancing agreement with C. Hoare & Co. for a £10,000,000 loan. The previous loan, also for £10,000,000 was repaid on 3 April 2023.

 

On the 27th June 2023, the group entered into a financing agreement with Santander for £10,000,000. A previous loan of £10,000,000 with another lender was repaid on the same day.

 

One of the bank loans is due to be repaid by instalments beginning on (and including) 30 June 2025. The termination date of this loan is 27 June 2026. Other bank loans are repayable between March 2024 and and April 2026.

 

A cross guarantee is in place between The Groucho Club Limited, The Groucho Club London Limited, Redpalm Limited, Kapital Ventures limited, Kapital Kars Limited and Oval (2288) Limited.

 

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 35 -
20
Deferred taxation

The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:

Liabilities
Liabilities
Assets
Assets
2023
2022
2023
2022
Group
£
£
£
£
Accelerated capital allowances
931,268
995,174
-
-
Tax losses
(941,379)
(1,661,100)
719,721
-
Investments
(3,591)
(3,591)
-
-
Revaluation gains on investment property
4,241,543
4,177,637
-
-
4,227,841
3,508,120
719,721
-
The company has no deferred tax assets or liabilities.

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period. The deferred tax liability set out above is expected to reverse within 12 months and relates to accelerated capital allowances that are expected to mature within the same period.

21
Retirement benefit schemes
2023
2022
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
409,883
239,743

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.

22
Share capital
Group and company
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
1,000
1,000
1,000
1,000
2023
2022
2023
2022
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference of £1 each
120,077,833
98,037,855
120,077,833
98,037,855
Preference shares classified as equity
120,077,833
98,037,855
Total equity share capital
120,078,833
98,038,855
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
22
Share capital
(Continued)
- 36 -

During the year, 22,039,978 (2022: 44,495,000) preference shares were issued at par. Preference shares do not attract any coupon and are repayable at the sole discretion of the company. On liquidation or dissolution, Preference share holders are entitled to the return of their capital in preference to that of Ordinary shareholders. Preference shares do not confer on the holder the right to attend, speak or vote at general meeting of the company. In all other respects the shares rank equally.

23
Financial commitments, guarantees and contingent liabilities

As at 31 December 2023, personal guarantees were provided by directors for loans in the group totalling £20,940,000 (2022: £20,940,000). In addition to this, guarantees were provided by parent undertakings for loans in the company totalling £6,900,000 (2022: £6,900,000).

24
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
2023
2022
2023
2022
£
£
£
£
Within one year
2,147,093
1,238,455
-
-
Between two and five years
8,814,341
4,024,136
-
-
In over five years
19,669,254
13,650,000
-
-
30,630,688
18,912,591
-
-
25
Capital commitments

Amounts contracted for but not provided in the financial statements:

Group
Company
2023
2022
2023
2022
£
£
£
£
Contracted for but not provided in these financial statements
7,133,456
729,824
-
0
-
0
26
Events after the reporting date

On 17 May 2024, the group entered into a refinancing agreement for two loans outstanding at 31 December 2023. As part of the arrangement, two loans totalling £7,340,000 were repaid and a new facility totalling £7,340,000 agreed with the lender. The loan is repayable in May 2027 and has a variable commercial rate of interest.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 37 -
27
Related party transactions
Transactions with related parties
During the year the group entered into the following transactions with related parties:
2023
2022
£
£
Group
Debtors
917,734
919,520
Creditors
1,725,580
1,374,858
Expenses
1,098,625
246,956
Costs recharged
2,979,810
193,513
6,721,749
2,734,847

The above transactions relate to non-wholly owned group companies.

 

During 2023, loans and interest payable to the ultimate parent entity of £22,039,978 (2022 - £44,495,006) were converted into £1 preference shares at par.

 

During the year, the group owed £50,000 (2022 - was owed £450,218) to TG Acqusitions Limited, a company over which Elidalbo AG has significant influence. This balance is interest free and repayable on demand.

 

The group has taken advantage of the exemption provided by Section 33.1A of FRS102 as regards the disclosure of transactions between wholly owned group companies.

28
Controlling party

The immediate and ultimate parent undertaking is Elidalbo AG, an entity registered in Switzerland. The ultimate controlling parties are I Wirth and M Wirth-Hauser.

 

The smallest and largest group into which this entity is consolidated is Elidalbo AG, a company registered in Switzerland with a registered address of Bahnhofstrasse, 10 Zug, 6300, CH. The group financial statements are not publically available.

ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 38 -
29
Cash (absorbed by)/generated from group operations
2023
2022
£
£
Loss for the year after tax
(11,798,328)
(7,357,674)
Adjustments for:
Taxation charged/(credited)
4,827
(212,740)
Finance costs
1,682,066
951,342
Investment income
(61,545)
(2,503)
Loss on disposal of tangible fixed assets
5,949
798,464
Amortisation and impairment of intangible assets
1,238,760
354,398
Depreciation and impairment of tangible fixed assets
4,417,468
1,919,601
Movements in working capital:
Increase in stocks
(776,653)
(347,424)
Increase in debtors
(3,439,709)
(1,136,400)
Increase in creditors
1,238,315
9,120,784
Increase in deferred income
715,000
-
Cash (absorbed by)/generated from operations
(6,773,850)
4,087,848
30
Analysis of changes in net debt - group
1 January 2023
Cash flows
Exchange rate movements
31 December 2023
£
£
£
£
Cash at bank and in hand
1,935,857
915,766
47,978
2,899,601
Bank overdrafts
(1,049)
1,049
-
-
0
1,934,808
916,815
47,978
2,899,601
Borrowings excluding overdrafts
(27,414,992)
(302,375)
-
(27,717,367)
(25,480,184)
614,440
47,978
(24,817,766)
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
- 39 -
31
Prior period adjustment
Changes to the balance sheet - group
As previously reported
Adjustment
As restated at 31 Dec 2022
£
£
£
Fixed assets
Goodwill
1,006,733
10,662,521
11,669,254
Other intangibles
11,826,102
(11,600,914)
225,188
Net assets
62,892,938
(938,393)
61,954,545
Capital and reserves
Profit and loss reserves
(35,145,917)
(938,393)
(36,084,310)
Changes to the profit and loss account - group
As previously reported
Adjustment
As restated
Period ended 31 December 2022
£
£
£
Cost of sales
(17,148,549)
(2,373,214)
(19,521,763)
Administrative expenses
(17,554,290)
1,434,821
(16,119,469)
Loss after taxation
(6,419,281)
(938,393)
(7,357,674)
Reconciliation of changes in equity - group
1 January
31 December
2022
2022
£
£
Adjustments to prior year
Total adjustment
-
(938,393)
Equity as previously reported
24,836,603
62,892,938
Equity as adjusted
24,836,603
61,954,545
Analysis of the effect upon equity
Profit and loss reserves
-
(938,393)
Reconciliation of changes in loss for the previous financial period
2022
£
Adjustments to prior year
Total adjustment
(938,393)
Loss as previously reported
(6,419,281)
Loss as adjusted
(7,357,674)
ARTFARM GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2023
31
Prior period adjustment
(Continued)
- 40 -
Notes to reconciliation

In the prior year, Artfarm Group Limited acquired 100% of the shares in Oval 2287 Limited and its subsidiaries. Following the transaction a number of intercompany debt write offs were effected. However, a 100% owned subsidiary was omitted from the consolidated financial statements. This resulted in a credit to Profit and Loss being recognised, with no equivalent debit, resulting in losses of £938,393 being excluded from the consolidated statement of profit and loss. The omission also resulted in goodwill being overstated by £938,393.

As noted in note 10, the prior year financial statements included a brand valued at £11,866,000. The brand did not meet the recognition criteria of an intangible asset and therefore the amount should have been included within goodwill. The impact of this adjustment has had no impact on the consolidated statement of comprehensive income.

In the prior year, staff costs of £2,142,453 relating to staff working on site were recognised in administrative expenses. The directors have chosen to reclassify these amounts to Cost of Sales in order to better reflect the nature of the expense.

2023-12-312023-01-01falseCCH SoftwareCCH Accounts Production 2024.200Lord Davies of AbersochE A VentersJ J 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