Company Registration No. SC702874 (Scotland)
ROXBURGH'S COURT LIMITED
FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 JUNE 2023
PAGES FOR FILING WITH REGISTRAR
ROXBURGH'S COURT LIMITED
CONTENTS
Page
Balance sheet
1
Notes to the financial statements
2 - 9
ROXBURGH'S COURT LIMITED
BALANCE SHEET
- 1 -
25 June
26 June
2023
2022
Notes
£
£
£
£
Fixed assets
Tangible assets
4
183,516
192,673
Current assets
Stocks
17,281
14,132
Debtors
5
59,786
38,200
Cash at bank and in hand
92,396
34,175
169,463
86,507
Creditors: amounts falling due within one year
6
(598,364)
(332,791)
Net current liabilities
(428,901)
(246,284)
Total assets less current liabilities
(245,385)
(53,611)
Provisions for liabilities
7
(78,008)
-
Net liabilities
(323,393)
(53,611)
Capital and reserves
Called up share capital
8
100
100
Profit and loss reserves
(323,493)
(53,711)
Total equity
(323,393)
(53,611)
The directors of the company have elected not to include a copy of the profit and loss account within the financial statements.true
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.
The financial statements were approved by the board of directors and authorised for issue on 24 October 2024 and are signed on its behalf by:
A J Aiton
Director
Company Registration No. SC702874
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 JUNE 2023
- 2 -
1
Accounting policies
Company information
Roxburgh's Court Limited is a private company limited by shares incorporated in Scotland. The registered office is The Tower, 7 Advocate's Close, Edinburgh, United Kingdom, EH1 1ND.
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 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.
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.
1.2
Going concern
Due to the decision taken post period end by the directors to close the El Cartel Roxburgh restaurant on 21st January 2024 and the fact that the directors do not intend to acquire a replacement trade, the directors have considered it appropriate to prepare the financial statements on a basis other than going concern. The El Cartel Roxburgh restaurant formed the trade of the company, however due to the company sustaining two consecutive periods of operating losses, a decision was taken to convert 1 Roxburgh Court into 7 serviced apartments, with the long-term view of management and directors being to trade these within Lateral City Limited to compliment the offering at Cheval Old Town Chambers. The financial statements have therefore been prepared on a basis other than that of going concern which includes, where appropriate, writing down the company’s assets to net realisable value. The financial statements include a provision of £78,008 for onerous contracts arising from the decision to wind-down the trade.
1.3
Reporting period
The company has taken the option available under s390(3) of the Companies Act 2006 and prepared its financial statements to 25 June 2023. The financial statements for the current period therefore cover the period from 27 June 2022 to 25 June 2023 with the comparative period covering the period from incorporation on 29 June 2021 to 26 June 2022. As a result, comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.
1.4
Turnover
Turnover is in respect of the sale of food and drink and is recognised at the point of sale to the customer. Turnover is shown net of VAT and other sales related taxes.
1.5
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:
Leasehold land and buildings
5% straight line
Leasehold improvements
5% straight line
Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
20% straight line
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 3 -
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 credited or charged to the profit and loss account.
1.6
Impairment of fixed assets
At each reporting period end date, the company reviews the carrying amounts of its tangible 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.
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 the profit and loss account.
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 the profit and loss account.
1.7
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment.
1.8
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.
1.9
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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.
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 4 -
Basic financial assets
Basic financial assets, which include certain 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.
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 the profit and loss account.
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 the profit and loss account.
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 company 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 company after deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including certain creditors 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 company’s contractual obligations expire or are discharged or cancelled.
1.10
Equity instruments
Equity instruments issued by the company 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 company.
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 5 -
1.11
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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
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 when the company has 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.
1.12
Provisions
Provisions are recognised when the company has a legal or constructive present obligation as a result of a past event, it is probable that the company will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.
The amount recognised as a provision is the best estimate of the consideration required to settle the present obligation at the reporting end date, taking into account the risks and uncertainties surrounding the obligation. Where the effect of the time value of money is material, the amount expected to be required to settle the obligation is recognised at present value. When a provision is measured at present value, the unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.
1.13
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.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account 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 leases asset are consumed.
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
1
Accounting policies
(Continued)
- 6 -
1.16
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.
Government grants relating to turnover are recognised as income over the periods when the related costs are incurred.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
Critical judgements
The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Business closure provision
Management judgement was required over the adequacy of the company's business closure provision to ensure that this reflected, in management's best estimate, costs to be incurred on cessation of the company's trade. Based on management's judgement, all anticipated costs associated with the business closure have now been incurred and are provided for as at the period end. Details of the amount provided for are outlined within note 7.
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.
Carrying value of tangible fixed assets
At each reporting period end date, the directors review the carrying value of the company's fixed 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). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying assets.
The carrying value of the company's tangible fixed assets is outlined at note 4.
3
Employees
The average monthly number of persons employed by the company during the period was:
2023
2022
Number
Number
Total
34
27
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 7 -
4
Tangible fixed assets
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 27 June 2022
121,045
93,298
214,343
Additions
18,381
18,381
At 25 June 2023
121,045
111,679
232,724
Depreciation and impairment
At 27 June 2022
4,984
16,686
21,670
Depreciation charged in the period
6,036
21,502
27,538
At 25 June 2023
11,020
38,188
49,208
Carrying amount
At 25 June 2023
110,025
73,491
183,516
At 26 June 2022
116,061
76,612
192,673
5
Debtors
2023
2022
Amounts falling due within one year:
£
£
Trade debtors
3,597
Amounts owed by related parties
2,249
330
Amounts owed by group undertakings
4,750
2,892
Other debtors
49,190
34,978
59,786
38,200
6
Creditors: amounts falling due within one year
2023
2022
£
£
Trade creditors
54,886
41,628
Amounts owed to group undertakings
203,832
211,812
Amounts owed to related parties
95,357
-
Taxation and social security
73,173
49,851
Other creditors
171,116
29,500
598,364
332,791
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 8 -
7
Provisions for liabilities
2023
2022
£
£
Business closure provision
78,008
-
The provision relates to the anticipated closure of the business and includes costs incurred on the fulfilment of its trade to 21 January 2024.
8
Called up share capital
2023
2022
2023
2022
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
10,000
10,000
100
100
9
Audit report information
As the income statement has been omitted from the filing copy of the financial statements, the following information in relation to the audit report on the statutory financial statements is provided in accordance with s444(5B) of the Companies Act 2006:
The auditor's report was unqualified.
Emphasis of matter - Basis other than going concern
We draw attention to note 1.2 to the financial statements, which explains that the Directors have taken a decision subsequent to the financial period end to cease trading and are not intending to pursue a replacement trade. Therefore, the Directors consider it appropriate to prepare the financial statements on a basis other than going concern. Accordingly the financial statements have been prepared on a basis other than going concern as described in Note 1.2.
Our opinion is not modified in respect of this matter.
The senior statutory auditor was James Hamilton.
The auditor was Johnston Carmichael LLP.
10
Operating lease commitments
Lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:
2023
2022
£
£
2,222,877
Following an operational decision taken post year-end, the lease of the unit at 1 Roxburgh Court was terminated on 21/01/2024, thus reducing the contracted minimum lease payments to £83,836.
ROXBURGH'S COURT LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 25 JUNE 2023
- 9 -
11
Events after the reporting date
A decision has been taken post year-end to close the El Cartel Roxburgh restaurant, with the final date of trading being on the 21st January 2024. The directors have committed to converting this premises into serviced apartments to complement the current offering at Old Town Chambers and achieve an improved commercial outlook on a wider group basis.
12
Related party transactions
The following amounts were outstanding at the reporting date:
2023
2022
Amounts due to related parties
£
£
Entities with control, joint control or significant influence over the company
869
194
Other related parties
298,320
211,618
The following amounts were outstanding at the reporting end date:
2023
2022
Amounts due from related parties
£
£
Entities with control, joint control or significant influence over the company
774
2,727
Other related parties
6,225
495
13
Parent company
As at 30 June 2023, the immediate parent company is CSG Projects Limited. The ultimate parent company and the smallest and largest group in which the results are consolidated is CSG Commercial Limited, a company whose registered address is 12 Hope Street, Edinburgh, EH2 4DB. The accounts of CSG Commercial Limited can be obtained from the Companies House online register at https://www.gov.uk/government/organisations/companies-house. The ultimate controlling party is Christopher Stewart.