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Registered number: 05908632










ETM GROUP LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 25 FEBRUARY 2024

 
ETM GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
E W J Martin 
T R E Martin 
L R Prescott-Brann 




Registered number
05908632



Registered office
10 Queen Street Place

London

United Kingdom

EC4R 1AG




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
ETM GROUP LIMITED
 

CONTENTS



Page
Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Statement of Comprehensive Income
9
Statement of Financial Position
10
Statement of Changes in Equity
11
Notes to the Financial Statements
12 - 28


 
ETM GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Introduction
 
The Directors present the strategic report and financial statements for the period ended 25 February 2024. 
The comparative period is from 28 February 2022 to 26 February 2023.
The principal activity of the Company is the operation of a single bar in London in addition to the provision of operating management services to the other operating subsidiaries of its parent, ETM Group Holdings Limited.

Business Review

For the period ended 25 February 2024 the Company reported strong year on year growth with turnover of £4.8m (vs £4.5m in 2022/23, +6.3%). Gross profit margin on sales was also ahead of the previous financial period at 93.7% compared with 92.7% in 2022/23.
As a result, the business reported EBITDA of £1.1m (vs £0.4m in 2022/23).
Despite the above, net liabilities have increased to £9.5m (vs £8.8m in 2022/23) as a result of the loss for the year of £0.7m (vs £1.1m in 2022/23) after interest, tax, depreciation, amortisation and exceptional expenses. 

Principal risks and uncertainties
 
The Company recognises the potential market, operational and financial risks that it faces in the current economic environment. The Board regularly considers the key risks facing the Company in turn, to ensure that they are mitigated as far as possible. As part of this process, the Company undertakes a regular and robust review of its business plan and will adjust it if deemed necessary.
The continual focus on innovation, both in technology and menus, along with the customer satisfaction surveys and reviews, helps diminish business risks. The Directors remain committed to delivering a relevant and unique customer experience which combines a very high-quality product and a distinctive experience with a competitive price point.
The key risks facing the Company in the opinion of the Board are:
Macro-economic pressures including: 
 
Rising inflationary driven cost base;
Falling consumer confidence in light of cost of living and interest rate increases; and
Further transport strikes.
 
In order to retain margins and attract customers, the business continues to innovate, re-align pricing, simplify menus, and optimise processes and procedures. 

Changes in working patterns:  
The move to more working from home reduces footfall in the City that in turn impacts revenue. The Company has successfully pivoted in its business to optimise weekends and increase spend per head.
Staff recruitment and retention: 
In order to recruit and retain staff, pay rates and benefits are continually reviewed and adjusted to be industry leading, alongside the implementation of key development, cultural and training initiatives.
Changes in customer tastes: 
The Company regularly conducts research, monitors UK and global trends and reviews customer satisfaction surveys to ensure we stay relevant and contemporary and can predict customer tastes.
 
Page 1

 
ETM GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Liquidity risk: 
The Company’s commitment to repay loans and comply with its borrowing covenants is carefully monitored to ensure sufficient operational cash flows will be available to both meet the existing liabilities and provide funds for future growth. The Directors consider that the Company is well placed to manage both of these.
Expansion risk: 
The Directors are aware of the risks associated with expansion and the opening of new bars and restaurants. Any new venture is thoroughly considered to reduce any associated risks.
Financial risk management: 
The Company’s activities expose it to financial risk that include liquidity and cash flow risk. The Directors monitor these on a regular basis through cash flow modelling and forecasting.

Other key performance indicators
 
The Directors have a wide range of management information to monitor the performance of each site, and regularly review the output to ensure the Company is in a good financial position. They consider the principal KPIs to be:
- Sales: £4.8m in 2023/24 vs £4.5m in 2022/23
- Gross profit margin: 93.7% in 2023/24 vs 92.7% in 2022/23
- EBITDA: £1.1m in 2023/24 vs £0.4m in 2022/23


This report was approved by the board and signed on its behalf.



................................................
E W J Martin
Director

Date: 19 November 2024

Page 2

 
ETM GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 25 FEBRUARY 2024

The directors present their report and the financial statements for the period ended 25 February 2024.

Directors' responsibilities statement

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 judgements and accounting estimates that are reasonable and prudent;

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 2006They 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.

Results and dividends

The loss for the period, after taxation, amounted to £704k (2023: loss £1,067k).

No ordinary dividends were declared or paid in the period. 

Directors

The directors who served during the period were:

E W J Martin 
T R E Martin 
L R Prescott-Brann 

Future developments

The Company has chosen, in accordance with Companies Act 2006, s.414C(11), to set out in the Company's Strategic Report information relating to future development and financial risk management. 

Page 3

 
ETM GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 25 FEBRUARY 2024

Engagement with employees

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

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the ability of the applicant concerned to fulfil the requirements of the role. All necessary assistance and training is provided. 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 Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees. An individual career plan is developed so as to ensure suitable opportunities for each disabled person.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company's auditors are aware of that information.

Auditors

On 19 November 2024 the company’s auditor changed its name from haysmacintyre LLP to HaysMac LLP. 

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
E W J Martin
Director

Date: 19 November 2024

Page 4

 
ETM GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETM GROUP LIMITED
 

Opinion


We have audited the financial statements of ETM Group Limited (the 'Company') for the period ended 25 February 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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:


give a true and fair view of the state of the Company's affairs as at 25 February 2024 and of its loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 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.


Page 5

 
ETM GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETM GROUP LIMITED (CONTINUED)


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The directors are responsible for the other information contained within the Annual ReportOur 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.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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.


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:


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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 Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
ETM GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETM GROUP LIMITED (CONTINUED)


Auditors' 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 Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations, particularly in respect of minimum wage legislation and alcohol licencing regulations, and we have considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls) and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
Inspecting correspondence with regulators and tax authorities;
Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;
Evaluating management's controls designed to prevent and detect irregularities;
Identifying and testing journals, in particular journal entries posted with keywords, unusual or round sum values and backdated; and
Challenging assumptions and judgements made by management in their critical accounting estimates, in particular in relation to debtor recoverability and valuation of tangible fixed assets.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Page 7

 
ETM GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ETM GROUP LIMITED (CONTINUED)


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 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Jessica Edwards (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

19 November 2024
Page 8

 
ETM GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 25 FEBRUARY 2024

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
Note
£000
£000

Turnover
 4 
4,758
4,474

Cost of sales
  
(300)
(328)

Gross profit
  
4,458
4,146

Administrative expenses
  
(7,166)
(7,207)

Exceptional administrative expenses
 12 
(92)
(257)

Other operating income
 5 
3,225
3,250

Operating profit/(loss)
 6 
425
(68)

Interest payable and similar expenses
 10 
(1,129)
(1,092)

Loss before tax
  
(704)
(1,160)

Tax on loss
 11 
-
93

Loss for the financial period
  
(704)
(1,067)

There were no recognised gains and losses for 2024 or 2023 other than those included in the Statement of Comprehensive Income.

The notes on pages 12 to 28 form part of these financial statements.

Page 9

 
ETM GROUP LIMITED
REGISTERED NUMBER: 05908632

STATEMENT OF FINANCIAL POSITION
AS AT 25 FEBRUARY 2024

25 February
26 February
2024
2023
Note
£000
£000

Fixed assets
  

Intangible assets
 13 
210
319

Tangible assets
 14 
2,389
2,152

Investments
 15 
178
178

  
2,777
2,649

Current assets
  

Stocks
 16 
112
97

Debtors
 17 
2,987
3,724

Cash at bank and in hand
 18 
602
384

  
3,701
4,205

Creditors: amounts falling due within one year
 19 
(7,389)
(6,441)

Net current liabilities
  
 
 
(3,688)
 
 
(2,236)

Total assets less current liabilities
  
(911)
413

Creditors: amounts falling due after more than one year
 20 
(8,634)
(9,254)

Net liabilities
  
(9,545)
(8,841)


Capital and reserves
  

Called up share capital 
 23 
2
2

Share premium account
 24 
28
28

Profit and loss account
 24 
(9,575)
(8,871)

  
(9,545)
(8,841)


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
E W J Martin
Director

Date: 19 November 2024

The notes on pages 12 to 28 form part of these financial statements.

Page 10

 
ETM GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 25 FEBRUARY 2024


Called up share capital
Share premium account
Profit and loss account
Total equity

£000
£000
£000
£000


At 27 February 2022
2
28
(7,804)
(7,774)



Loss for the period
-
-
(1,067)
(1,067)



At 26 February 2023
2
28
(8,871)
(8,841)



Loss for the period
-
-
(704)
(704)


At 25 February 2024
2
28
(9,575)
(9,545)


The notes on pages 12 to 28 form part of these financial statements.

Page 11

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

1.


General information

The ETM Group Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 05908632 and registered office address is 10 Queen Street Place, London, United Kingdom, EC4R 1AG.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

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 judgement in applying the Company's accounting policies (see note 3).

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of ETM Group Holdings Limited as at 25 February 2024 and these financial statements may be obtained from Companies House.

 
2.3

Going concern

Notwithstanding net liabilities of £9,545,000 at 25 February 2024, the financial statements have been prepared on a going concern basis.
The directors have prepared detailed forecasts and cash flow analysis models for a period of 12 months from the date of approval of the financial statements which indicate that the Company will have sufficient funds to meet its liabilities as they fall due for that period. 
Management also undergo a continuous improvement program across all areas of the business and are therefore able to ensure on-going operating efficiency.

Page 12

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other taxes.
Revenue primarily consists of sales of food and beverages which is recognised at the point of sale to the customer. Other revenue is recognised over the period to which the related service is provided.
Turnover recognised in the period relates to the sale of food and beverage. 

 
2.5

Intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

Software costs are being amortised over a period of five years.

 
2.6

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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:

Leasehold improvements
-
over the life of the lease
Fixtures and fittings
-
20%
Assets under construction
-
not depreciated
Computer equipment
-
20%
Smallwares
-
33%

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.

Page 13

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

2.Accounting policies (continued)

  
2.7

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Investments in unlisted Company shares, whose market value can be reliably determined, are remeasured to market value at each reporting date. Gains and losses on remeasurement are recognised in the Statement of Comprehensive Income for the period. Where market value cannot be reliably determined, such investments are stated at historic cost less impairment.

 
2.9

Stocks

Stocks are stated at the lower of cost and estimated selling price. Cost comprises direct purchase costs that have been incurred in bringing the stocks to their present location and condition.
At each reporting date, an assessment is made for impairment.

 
2.10

Debtors

Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

 
2.11

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

 
2.12

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.13

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 14

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

2.Accounting policies (continued)

 
2.14

Operating leases

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.15

Pensions

Defined contribution pension plan

The Company operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Company pays fixed contributions into a separate entity. Once the contributions have been paid the Company has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Company in independently administered funds.

 
2.16

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.17

Taxation

Tax is recognised in profit or loss 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.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting 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 except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

Page 15

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results may ultimately differ from those estimates. The directors consider the following items to be areas subject to estimation and judgement.
Useful lives of tangible fixed assets:
The estimated useful economic lives of tangible fixed assets are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted prospectively. Due to the significance of property, plant and equipment investment to the Company, variations between actual and estimated useful economic lives could impact operating results both positively and negatively, although historically few changes to estimated useful economic lives have been required. 

Impairment of tangible fixed assets:
Tangible fixed asset impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See notes 13 and 14, the intangible and tangible fixed asset notes, for the carrying amounts of the intangible and tangible assets.
Recoverability of amounts owed by group undertakings and associated undertakings:
The Company incurs costs and makes payments on behalf of group and associated undertakings, which give rise to debtor balances owed by these companies. At each reporting date, the Company evaluates the recoverability of amounts owed by group undertakings and amounts owed by associated undertakings based on their current financial position, forecast future financial performance and other factors. The actual level of debtors collected in future periods may differ from the estimated levels of recovery based on the Company's judgement, which could impact operating results positively or negatively.
At 25 February 2024, the Company was owed £1,658k from The Botanist Sloane Square Limited, a company under common control. In assessing the recoverability of the debtor, the directors note the sites lease expires within 2 years from the date of the audit report signing. The directors have made a judgement that the lease for the site will be renewed for at least another 10 years and therefore, when considering forecast future cash generation, consider the debtor to be recoverable in full. 


4.


Turnover

An analysis of turnover by class of business is as follows:


52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Bar and restaurant takings
4,758
4,474


All turnover arose within the United Kingdom.

Page 16

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

5.


Other income

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Management recharge
3,225
3,250



6.


Operating profit/(loss)

The operating profit/(loss) is stated after charging:

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Operating lease rentals
520
472

Depreciation
327
380

Amortisation
135
151


7.


Auditors' remuneration

During the period, the Company obtained the following services from the Company's auditors:


52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Fees payable to the Company's auditor for the audit of the Company's annual financial statements
67
62

The Company bears the cost of the audit fees incurred by other companies within the group that it is part of.

Page 17

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

8.


Employees

Staff costs, including directors' remuneration, were as follows:


52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Wages and salaries
3,224
3,143

Social security costs
349
365

Cost of defined contribution scheme
48
33

3,621
3,541


The average monthly number of employees, including the directors, during the period was as follows:


   52 weeks ended
     25 February
   52 weeks ended
      26 February
        2024
        2023
            No.
            No.







Head office
50
40



Operational
471
487

521
527


9.


Directors' remuneration

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Directors' emoluments
363
817

Company contributions to defined contribution pension schemes
3
6

366
823


The highest paid director received remuneration of £190k (2023 - £229k).

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £1k (2023 - £1k).

Page 18

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

10.


Interest payable and similar expenses

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000


Bank interest payable
751
596

Other loan interest payable
333
354

Finance leases and hire purchase contracts
45
136

Other interest payable
-
6

1,129
1,092


11.


Taxation


52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Corporation tax


Adjustments in respect of previous periods
-
(93)

Total current tax
-
(93)

Deferred tax

Total deferred tax
-
-

Taxation on profit/(loss) on ordinary activities
 
-
 
(93)
Page 19

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period/year

The tax assessed for the period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 24.5% (2023 - 19%). The differences are explained below:

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000


Loss on ordinary activities before tax
(704)
(1,160)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of  24.5% (2023 - 19%)
(173)
(220)

Effects of:


Fixed asset differences
17
4

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
8
33

Adjustments to brought forward values
-
(93)

Higher rate taxes on overseas earnings
-
124

Movement in deferred tax not recognised
151
-

Remeasurement of deferred tax charge for changes in tax rates
(3)
(30)

Other differences leading to an increase (decrease) in the tax charge
-
(41)

Group relief
-
130

Total tax charge for the period/year
-
(93)


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 20

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

12.


Exceptional administrative expenses

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000


One-off recharges to companies under common control
-
85

Other
2
24

Abortive site costs
4
19

Business review and corporate restructuring
-
15

Bonus
-
84

Redundancy
86
30

92
257


13.


Intangible assets






Computer software

£000



Cost


At 27 February 2023
909


Additions
26



At 25 February 2024

935



Amortisation


At 27 February 2023
590


Charge for the period
135



At 25 February 2024

725



Net book value



At 25 February 2024
210



At 26 February 2023
319



Page 21

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

14.


Tangible fixed assets







Leasehold improvements
Fixtures and fittings
Assets under construction
Computer equipment
Smallwares
Total

£000
£000
£000
£000
£000
£000



Cost


At 27 February 2023
2,957
1,174
-
1,090
112
5,333


Additions
90
115
242
149
18
614



At 25 February 2024

3,047
1,289
242
1,239
130
5,947



Depreciation


At 27 February 2023
1,050
1,109
-
939
84
3,182


Charge for the period
190
90
-
79
17
376



At 25 February 2024

1,240
1,199
-
1,018
101
3,558



Net book value



At 25 February 2024
1,807
90
242
221
29
2,389



At 26 February 2023
1,907
65
-
151
29
2,152

Page 22

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

15.


Fixed asset investments


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Long Arm Brewing Co Limited
10 Queen Street Place, London, EC4R 1AG
Ordinary
100
ETM Management LLP
10 Queen Street Place, London, EC4R 1AG
Ordinary
100
No. 7 Sloane Square Limited
10 Queen Street Place, London, EC4R 1AG
Ordinary
100
No. 298 Kings Road Limited
10 Queen Street Place, London, EC4R 1AG
Ordinary
100


16.


Stocks

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Finished goods and goods for resale
112
97


Page 23

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

17.


Debtors

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Trade debtors
700
792

Amounts owed by group undertakings
-
572

Amounts owed by associated undertakings
1,658
1,692

Other debtors
260
397

Prepayments and accrued income
369
271

2,987
3,724


Included within Other debtors is an amount of £258k (2023: £258k) relating to rent deposits which are amounts due in more than one year.


18.


Cash

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Cash at bank and in hand
602
384



19.


Creditors: amounts falling due within one year

52 weeks ended
25 February
52 weeks ended
26 February
2024
As restated 2023
£000
£000

Bank loans
899
674

Trade creditors
992
810

Amounts owed to group undertakings
2,085
2,396

Other taxation and social security
951
652

Obligations under finance lease and hire purchase contracts
12
293

Other creditors
979
879

Accruals and deferred income
1,471
737

7,389
6,441


Page 24

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

19.Creditors: amounts falling due within one year (continued)

A prior year adjustment has been made to reclassify director loans to creditors due after more than one year. 


20.


Creditors: amounts falling due after more than one year

52 weeks ended
25 February
52 weeks ended
26 February
2024
As restated 2023
£000
£000

Bank loans
4,505
5,402

Net obligations under finance leases and hire purchase contracts
-
5

Other creditors
4,129
3,847

8,634
9,254


Included within Other creditors are loan notes held by the directors with a value of £4,006k as at 25 February 2024 (26 February 2023: £3,714k). Interest is payable at 8% and the loan notes are repayable on 15 August 2027.
 


21.


Loans


Analysis of the maturity of loans is given below:


52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

Amounts falling due within one year

Bank loans
899
674

Amounts falling due 1-2 years

Bank loans
899
899

Amounts falling due 2-5 years

Bank loans
3,606
4,504

5,404
6,077


Bank loans include the £7.38m revolving facility, of which £5.4m has been drawn down as at 25 February 2024, which is secured against the assets of the Company. The loan expires in July 2027 and interest is charged at 6.75% plus the Bank of England base rate. 

Page 25

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000


Within one year
-
293

Between 1-5 years
-
5

-
298


23.


Share capital

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000
Allotted, called up and fully paid



1,042 (2023: 1,042) Ordinary shares of £1 each
1
1
500 (2023: 500) Ordinary B non-voting shares of £1 each
1
1

2

2



24.


Reserves

Share premium account

Includes any premium received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium.

Profit and loss account

Includes all current and prior period retained profits and losses less dividends paid.


25.


Pension commitments

The Company operates a defined contribution pension scheme. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £48k (2023: £33k). Contributions totalling £33k (2023: £25k) were payable at the reporting date. 

Page 26

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

26.


Commitments under operating leases

At 25 February 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000


Not later than 1 year
430
430

Later than 1 year and not later than 5 years
1,720
1,720

Later than 5 years
2,606
3,036

4,756
5,186

Page 27

 
ETM GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 25 FEBRUARY 2024

27.


Related party transactions

The Company has taken advantage of exemptions from disclosing transactions with wholly owned group companies under the provisions of Section 33 of Financial Reporting Standard 102.
The total remuneration payable to key management personnel during the year was £366k (2023: £823k).
During the period the Company recharged costs of £133k (2023: £72k) and incurred costs of £95k (2023: £nil) with Maven Premium Sports Bars Limited, a company under common control. 
During the period the Company recharged costs of £817k (2023: £246k) and incurred costs of £341k (2023: £84k) with Maven Leisure Limited, a company under common control. 
During the period the Company recharged costs of £182k (2023: £136k) and incurred costs of £2k (2023: £nil) with Maven Premium Bars & Restaurants Limited, a company under common control. 
During the period the Company recharged costs of £35k (2023: £nil) with Regional Taverns Limited, a company under common control. 
During the period the Company recharged costs of £74k (2023: £nil) with Ludo (Bath) Limited, a company under common control
The Company charged the Botanist Sloane Square Limited, a company under common control, £328k (2023: £386k) in respect of management services provided throughout the period. 
The following balances were outstanding at the period end and have been included within debtors/creditors:


52 weeks ended
25 February
52 weeks ended
26 February
2024
2023
£000
£000

The Botanist Sloane Square Limited
1,658
1,692
Maven Leisure Limited
28
488
Maven Premium Sports Bars Limited
7
114
Maven Premium Bars & Restaurants Limited
17
(10)
Company directors
(4,006)
(3,714)



28.


Controlling party

The immediate and ultimate parent undertaking is ETM Group Holdings Limited.
The parent of the smallest and largest group preparing consolidated accounts is ETM Group Holdings Limited. Its registered office is 10 Queen Street Place, London, EC4R 1AG.
There is no ultimate controlling party.

Page 28