Registered number:
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
CONTENTS
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GOTHAM NEWCO 2 LIMITED
COMPANY INFORMATION
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GOTHAM NEWCO 2 LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
The directors present their strategic report for the year ended 31 January 2024. The principal activity of the company during the year was that of a pizza delivery company.
The company operates from 28 sites in Northern England, under the Pizza Hut franchise, as a pizza takeaway and delivery service.
Gotham Newco 2 Limited is under a franchise agreement with Yum! III (UK) Limited. The Quick Services and Casual Dining industry remains a highly competitive environment, with multiple branded and local players operating in the same categories. The sector continues to be highly value driven and an expanding aggregator presence has introduced an independent platform to open up new sales opportunities. The directors believe that the industry will continue to remain competitive, whilst still offering considerable potential for growth. The company ensures that a very strong customer focus is maintained throughout all its activities. The company reviews its financial, operational and customer measures, to monitor, manage and reward store level performance and how that translates to the ultimate customer journey. The company has robust systems in place that provide a variety of KPIs, enabling accurate diagnosis of performance and trends. In the Pizza delivery segment, speed of service is of particular importance and the company aims to maximise performance against this metric.
The company and group finances it operations through generated cashflows and retained profits. As a result the exposure to interest rate risk is considerably reduced.
The company made loss throughout the accounting year. Any potential funding requirements would be financed by its shareholders.
As all sales are paid for on receipt, aside from minimal credit card cashbacks, credit risk is mitigated.
The directors of the company are committed to ensuring that they consider the societal aspects of their operations and seek to mitigate any such risks the company may face. The company is a franchise of Pizza Hut and they are obliged through the franchise to offer a choice for their customers and produce a wide range of freshly prepared, high quality food and drinks, which can all be enjoyed as a treat and as part of a balanced diet. Nutritional information for all menus is available from the Pizza Hut website. Pizza Hut has signed up to the Alliance of out of home dining companies’ Code of Practice which sets out commitments on sugar reductions.
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GOTHAM NEWCO 2 LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
The company has made significant losses in the year to 31 January 2024 and subsequent to the year end. The company is mitigating as far as it can the affects of rising costs and restricted demand due to the cost of living crisis. The company is wholly reliant on the support of Starboard Hotels Limited who during the year ended 31 January 2024 provided working capital and financing in the amount of £1,740,000 (£850,000) and has continued to provide support subsequent to the year end. The directors have received a letter of support from Starboard Hotels Limited which is why they have prepared the accounts on a going concern basis. The letter provides that Starboard Hotels Limited will support the company for 12 months from the date the accounts are approved.
This was the third accounting period for the company.
The company has had a difficult trading year, resulting in a loss before tax of £2,649,825 (2023: £1,590,597) and negative EBITDA of £1,389,664 (2023: £1,325,539) on revenue of £11,677,356 (2023: £12,236,356), earned from its 28 (2023: 27) sites. Revenue per store amounted to £417,048 (2023: £453,198) over the year. As at 31 January 2024 the company’s net liabilities amounted to £2,890,575 (2023: £240,750). The company was exposed in the year to significant macroeconomic pressures caused by the cost of living crisis, inflationary pressures and contraction in the general hospitality sector.
We promote the principles of reduce, reuse and recycle to all of our sites. We commit to lessen our impact on the environment and are actively looking at ways to divert waste from landfill.
The company actively monitors adherence to governance and regulatory requirements. It has a number of internal policies and standards to ensure compliance and, where appropriate, provides training to relevant members of staff where needed. The recommended codes of conduct are regarded as minimum standards for serving to protect welfare of the communities, customers and staff with whom we operate. The impact of the company's activities on the environment is monitored.
The company has zero tolerance to slavery and human trafficking and our statement is made in accordance with the Modern Slavery Act 2015, which is reviewed by the board annually.
This report was approved by the board and signed on its behalf.
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GOTHAM NEWCO 2 LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 JANUARY 2024
The directors present their report and the financial statements for the year ended 31 January 2024.
The loss for the year, after taxation, amounted to £2,649,825 (2023: £1,490,063).
The directors who served during the year were:
As permitted by s414c(11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Group (Accounts and Reports) Regulations 2008', in the strategic report.
During the year, the policy of providing employees with information about the company has been in place and employees are able to present their suggestions and views on the company's performance. Discussions are held between local management and employees and these allow for an exchange of information and ideas.
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 company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
This report was approved by the board and signed on its behalf.
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GOTHAM NEWCO 2 LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 JANUARY 2024
The directors are responsible for preparing the strategic report, the directors' 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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 company and of the profit or loss of the company for that period.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the company's financial statements and then apply them consistently;
∙make judgments and accounting estimates that are reasonable and prudent;
∙state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
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GOTHAM NEWCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED
FOR THE YEAR ENDED 31 JANUARY 2024
We have audited the financial statements of Gotham Newco 2 Limited (the 'company') for the year ended 31 January 2024, which comprise the profit and loss account, the balance sheet, the statement of changes in equity, the statement of cash flows and the 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).
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 company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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GOTHAM NEWCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
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.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
∙the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.
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GOTHAM NEWCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
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.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:
∙the engagement partner ensured that the engagement team collectively had the appropriate competence,
∙capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
∙we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience of the client;
∙we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, and taxation legislation;
∙we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
∙identified laws and regulations were communicated within the audit team regularly and the team remained
alert to instances of non-compliance throughout the audit.
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:
∙making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
∙considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
To address the risk of fraud through management bias and override of controls, we:
∙performed analytical procedures to identify any unusual or unexpected relationships;
∙tested a sample of journal entries to identify unusual transactions;
∙assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
∙investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:
∙agreeing financial statement disclosures to underlying supporting documentation;
∙reading the minutes of meetings of those charged with governance;
∙enquiring of management as to actual and potential litigation and claims.
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GOTHAM NEWCO 2 LIMITED
INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF GOTHAM NEWCO 2 LIMITED (CONTINUED)
FOR THE YEAR ENDED 31 JANUARY 2024
Auditor's responsibilities for the audit of the financial statements (continued)
There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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.
for and on behalf of
Chartered Accountants
Statutory Auditor
16 Great Queen Street
Covent Garden
WC2B 5AH
Date:
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GOTHAM NEWCO 2 LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
BALANCE SHEET
AS AT 31 JANUARY 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 14 to 27 form part of these financial statements.
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GOTHAM NEWCO 2 LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
The company operates from 28 leased premises providing pizza delivery stores under the Pizza Hut brand. All the stores are located in the North of England.
Gotham Newco 2 Limited is a private company limited by shares incorporated in England and Wales. The address of its registered office is Park House, 10 Penn Road, Beaconsfield, England, HP9 2LH. 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 £.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the company's accounting policies (see note 3).
The following principal accounting policies have been applied:
The company has made a loss of £2,649,825 which was due to the competitive and economic pressures outlined in the strategic report which commenced in early 2022. Accordingly, the company has a shareholder's deficit of £2,890,575 as at 31 January 2024.
The company continues to be dependent upon the financial support of Starboard Hotels Limited a company under common control. Starboard Hotels Limited have confirmed that they will continue to provide support to Gotham Newco 2 Limited for at least 12 months from the signing of the balance sheet date to allow the business to continue to trade as a going concern. The directors have made enquiry of Starboard Hotels Limited and reviewed the expected performance of the company in 2024 and beyond and determined that the Starboard Hotels Limited has sufficient financial resources to meet any funding requirements for Gotham Newco 2 Limited. As a result of the above, the directors have concluded that it is appropriate to continue to adopt the going concern basis in preparing the financial statements. No adjustments have been made to the carrying value of assets or liabilities that might be required in the event that the going concern assumption does not apply.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
The following criteria must also be met before revenue is recognised: Sale of goods Revenue from the sale of goods is recognised when all of the following conditions are satisfied: the costs incurred or to be incurred in respect of the transaction can be measured reliably.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
At each reporting date the company assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Stocks are stated at the lower of cost or net realisable value, on a first in, first out basis.
The company has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the company becomes party to the contractual provisions of the instrument.
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.
The company’s policies for its major classes of financial assets and financial liabilities are set out below.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, loans from related entities, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account.
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date.
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.
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.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions.
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires.
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.
In the statement of cash flows, cash is shown net of bank overdrafts that are repayable on demand and form an integral part of the company's cash management.
Ordinary shares are classified as equity.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
2.Accounting policies (continued)
The tax expense for the year comprises current and deferred tax. Tax is recognised in the profit and loss account, except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.
Current tax is the amount of income tax payable in respect of taxable profit for the year or prior years. The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the company operates and generates income. Deferred tax arises from timing differences that are differences between taxable profits and total comprehensive income as stated in the financial statements. These timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in the financial statements. Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.
Deferred tax balances are not recognised in respect of permanent differences. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
The whole of the turnover is attributable to the principal activities of the company.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
8.Taxation (continued)
At 31 January 2024 there were tax losses of £3,316,041 (2023: £1,921,730) available to be carried forward and set off against future taxable profits. These losses give rise to a potential deferred tax asset of approximately £630,048 (2023: £365,129) which has not been recognised in these financial statements in view of the uncertainty as to the future levels of profitability. These losses will be utilised as and when sufficient taxable profits are made.
There were no other factors that may affect future tax charges.
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
9.Tangible fixed assets (continued)
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
Share premium account
Profit and loss account
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GOTHAM NEWCO 2 LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 JANUARY 2024
The company has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
Transactions with (other) related parties are as follows:
Amounts owed to related parties are unsecured, interest free and due for repayment within one year.
The company's shareholder during the year was
On 7 August 2024, the shares held by Starboard Delivery Limited were transferred. The controlling parties of
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GOTHAM NEWCO 2 LIMITED
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