Caseware UK (AP4) 2023.0.135 2023.0.135 2024-03-312024-03-31truetruetruetruetruetruefalse2023-03-27falseNo description of principal activity128true 11284493 2023-03-27 2024-03-31 11284493 2024-03-31 11284493 2022-03-28 2023-03-26 11284493 2023-03-26 11284493 c:Exceptional 2023-03-27 2024-03-31 11284493 c:Exceptional 2022-03-28 2023-03-26 11284493 d:Director1 2023-03-27 2024-03-31 11284493 d:Director2 2023-03-27 2024-03-31 11284493 d:Director3 2023-03-27 2024-03-31 11284493 d:Director5 2023-03-27 2024-03-31 11284493 d:Director6 2023-03-27 2024-03-31 11284493 d:Director7 2023-03-27 2024-03-31 11284493 d:RegisteredOffice 2023-03-27 2024-03-31 11284493 c:CurrentFinancialInstruments 2024-03-31 11284493 c:CurrentFinancialInstruments 2023-03-26 11284493 c:Non-currentFinancialInstruments 2024-03-31 11284493 c:Non-currentFinancialInstruments 2023-03-26 11284493 c:CurrentFinancialInstruments c:WithinOneYear 2024-03-31 11284493 c:CurrentFinancialInstruments c:WithinOneYear 2023-03-26 11284493 c:Non-currentFinancialInstruments c:AfterOneYear 2024-03-31 11284493 c:Non-currentFinancialInstruments c:AfterOneYear 2023-03-26 11284493 c:ReportableOperatingSegment2 2023-03-27 2024-03-31 11284493 c:ReportableOperatingSegment2 2022-03-28 2023-03-26 11284493 c:ShareCapital 2024-03-31 11284493 c:ShareCapital 2023-03-26 11284493 c:SharePremium 2023-03-27 2024-03-31 11284493 c:SharePremium 2024-03-31 11284493 c:SharePremium 2023-03-26 11284493 c:RetainedEarningsAccumulatedLosses 2023-03-27 2024-03-31 11284493 c:RetainedEarningsAccumulatedLosses 2024-03-31 11284493 c:RetainedEarningsAccumulatedLosses 2022-03-28 2023-03-26 11284493 c:RetainedEarningsAccumulatedLosses 2023-03-26 11284493 c:RetainedEarningsAccumulatedLosses 2022-03-28 11284493 d:OrdinaryShareClass1 2023-03-27 2024-03-31 11284493 d:OrdinaryShareClass1 2024-03-31 11284493 d:OrdinaryShareClass1 2023-03-26 11284493 d:FRS102 2023-03-27 2024-03-31 11284493 d:Audited 2023-03-27 2024-03-31 11284493 d:FullAccounts 2023-03-27 2024-03-31 11284493 d:PrivateLimitedCompanyLtd 2023-03-27 2024-03-31 11284493 c:Subsidiary1 2023-03-27 2024-03-31 11284493 c:Subsidiary1 1 2023-03-27 2024-03-31 11284493 c:Subsidiary2 2023-03-27 2024-03-31 11284493 c:Subsidiary2 1 2023-03-27 2024-03-31 11284493 c:Subsidiary3 2023-03-27 2024-03-31 11284493 c:Subsidiary3 1 2023-03-27 2024-03-31 11284493 4 2023-03-27 2024-03-31 11284493 6 2023-03-27 2024-03-31 iso4217:GBP xbrli:shares xbrli:pure
Company registration number: 11284493







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 MARCH 2024


SPICE BIDCO LTD






































img1508.png                        

 


SPICE BIDCO LTD
 


 
COMPANY INFORMATION


Directors
F M Abouchalache 
G S Adair 
J P Dib 
A J D Moore 
R Rowland 
T J Taylor 




Registered number
11284493



Registered office
26 Earlham Street

London

WC2H 9LN




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

1st Floor

Midas House

62 Goldsworth Road

Woking

Surrey

GU21 6LQ





 


SPICE BIDCO LTD
 



CONTENTS



Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 9
Statement of income and retained earnings
10
Statement of financial position
11
Notes to the financial statements
12 - 20


 


SPICE BIDCO LTD
 


 
STRATEGIC REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

Introduction
 
The Directors present their Strategic Report and audited financial statements for the 53 week period ended 31 March 2024.

Principal Activities
 
The Company’s principal activity is that of a service company to Rosa’s London Ltd.

The strategy of the Group to which this company belongs is to continue to invest in earnings enhancing sites in London and across the UK, whilst investing in the teams and processes needed to support that growth. At the same time the Group’s focus remains on like for like growth in existing restaurants by maintaining and leveraging the quality of its offering.
Business Review and Future Developments

The trading results, balance sheet and other financial statements for the period are shown on pages 11 to 21. The Directors have not recommended a dividend for the year.

Despite ongoing inflationary pressures in the year the Company has continued to grow organically, opening a further seven new restaurants in the year. One restaurant has closed in the year (Nottingham).

The Directors remain committed to providing clear career paths for our teams and have continued to invest heavily in this area with the aim of making Rosa’s an employer of choice in the hospitality sector. Our fantastic teams across the county remain very engaged as evidenced in the all-time high customer ratings consistently achieved during the year.

A number of UK sites are legally committed, with Bristol opening imminently and fit out works in progress for sites in Norwich and Kingston at the time of signing these accounts, and continued openings in the coming year.

Principal risks and uncertainties

COVID-19 / future pandemics
Whilst the World Health Organisation has now declared that Covid-19 no longer represents a global health emergency, there remains a risk of further imposed trade restrictions as a result of future breakouts of Covid or other significant infectious diseases. It is reasonable to assume similar Government support measures would be implemented to help minimize the impact of such and the Company has established processes and procedures that could be easily reinstated.

UK Economic Outlook
Inflation has subsided significantly since the date of our last accounts however interest rates remain high, and both the economy and consumer disposable income are still feeling the impact of cost of living and other pressures. For most eating out remains discretionary spend so some short-term market contraction is expected, although any short-term impact does not appear to have been material. The impact from the recent change in government is yet to be seen. 

Page 1

 


SPICE BIDCO LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Principal risks and uncertainties (continued)
 
Terrorism
The business has terrorism insurance cover for all site and the Directors believe the geographical spread of sites across London and increasingly other parts of the UK would help lessen the impact of any event happening near any one of the current sites.
Exchange Rates
The Company buys ingredients from the EU and Thailand and is therefore exposed to a degree of exchange rate risk. The management team have worked hard, with some considerable success, to minimise the impact by changing suppliers and renegotiating contracts, and there does appear to be greater stability in sterling than was seen in recent years.
Operational Risk
The business is multi-faceted in its operations and therefore inherently has many operational risk categories. Key risks in this area include our ability to retract and retain talent, both back and front of house, and an increased responsibility to protect our teams and customers. Brexit and subsequently COVID-19 has led to increased competition for employees, with a reduction in the available work pool due to migration movements. The Company invests heavily in people, technology, and training to mitigate such risks, and we also hold a sponsorship visa to assist us in filling critical wok chef roles. The business uses several external partners to assist us in monitoring and developing our practices in these areas. 
Liquidity and Financing Risk
There is little by way of day-to-day credit risk in the business as the vast majority of customers pay at the point of sale. As the business continues to expand stringent liquidity management for both capital spending and operations remain vital. The business currently has a modest level of debt and attempts to maintain healthy cash balances, which the Directors believe is a prudent approach to the current market conditions. Additional debt facilities have been agreed since the end of the financial year and whilst the business remains at a low leverage level the increasing interest rates mean debt is more expensive currently. The first interest rate cut in several years has been seen since the year end, with further widely expected to follow in the latter part of the year.
Cost Pressures
The Group is affected by cost inflationary pressures in common with the rest of the hospitality sector, especially on key lines
such as labour, food, and utilities. Career development pathways and competitive remuneration packages support improved
recruitment and retention levels, and supply chain management measures including consolidation and contracted price
negotiations help to mitigate some of the pressures. 

Financial key performance indicators
 
As the Company is a holding company, the directors have decided not to have any key performance indicators.

Page 2

 


SPICE BIDCO LTD
 



STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Directors' statement of compliance with duty to promote the success of the Company
 
This statement, which forms part of the Strategic Report, is intended to show how the Directors have approached and met
their responsibilities under Section 172(1) (a) to (f) of Companies Act 2006 (“Section 172(1)”) during the period unde
review, which is the first period the statement is required.

As required by Section 172(1), the Directors have a duty to promote the success of the Company for the benefit of its
members as a whole, having regard to its stakeholders and the matters set out in Section 172(1) as follows:

The likely consequences of any decision in the long term;
The interests of the Company’s employees
The need to foster the Company’s business relationships with suppliers, customers and others;
The impact of the Company’s operations on the community and the environment;
The desirability of the Company maintaining a reputation for high standards of business conduct; and
The need to act fairly between members of the Company. In accordance with section 172 of the Companies Act 2006
the directors have taken into consideration the interests of various stakeholders of the business whilst making
decisions to promote the success of the business overall:
 
Employees

Our employees are key to our success and the Directors and other senior management seek to regularly update them on
business matters through site visits and other forums. Staff turnover is monitored and reported monthly to the Board,
alongside other key people metrics. Regular surveys are undertaken to seek feedback from employees, with results
reported back to the Board and to employees themselves

Customers

Customer satisfaction is equally important to the business’ ongoing success. All customers whether dining in site or away
from the premises via takeaway or delivery are offered the opportunity to provide feedback on their experience. Customer
ratings are a primary KPI for our restaurants, with trends by channel being reviewed by Exec members regularly in order to
identify any potential training requirements or product or service changes. We also engage with customers through our
various social media platforms.

Community

Through continued openings in the UK the Company is creating ongoing work opportunities in many communities. We aim
to operate a localised approach to marketing with teams encouraged to engage in their local community.

Suppliers

The Company has well-established relationships with key suppliers including restaurant suppliers, property consultants and
maintenance and building contractors. Relationships are managed by relevant senior management members to ensure
good practice is maintained and promote the success of both partners. We also have long-standing partnerships in place
with our Thai suppliers from whom we directly import products and we have seen these businesses grow and prosper as
our demand levels increase.


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



................................................
G S Adair
Director

Date: 12 September 2024

Page 3

 


SPICE BIDCO LTD
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 MARCH 2024

The directors present their report and the financial statements for the period ended 31 March 2024.

Directors

The directors who served during the period were:

F M Abouchalache 
G S Adair 
J P Dib 
A J D Moore 
R Rowland 
T J Taylor 

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 judgments 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.

Disclosure of Information in the Strategic Report

In accordance with Section 414(C)(ii) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 the Strategic Report preceeding the Directors' Report includes information that would have formerly been included in the business review and the principal risks and uncertainties sections of the Directors' Report.

Future developments

The Group expects to continue growing it's presence across the UK through new restaurant openings.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Page 4

 


SPICE BIDCO LTD
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 MARCH 2024

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditor

Under section 487(2) of the Companies Act 2006Menzies LLP will be deemed to have been reappointed as auditor 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.

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




................................................
G S Adair
Director

Date: 12 September 2024

Page 5

 


SPICE BIDCO LTD
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE BIDCO LTD

Opinion


We have audited the financial statements of Spice Bidco Ltd (the 'Company') for the period ended 31 March 2024, which comprise the Statement of Income and Retained Earnings, the Statement of Financial Position 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 31 March 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 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.


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.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and  our Auditor's Report thereon.  The directors are responsible for the other information contained within the Annual Report.  Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated.  If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves.  If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Page 6

 


SPICE BIDCO LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE BIDCO LTD (CONTINUED)

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 4, 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 7

 


SPICE BIDCO LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE BIDCO LTD (CONTINUED)

Auditor's responsibilities for the audit of the financial statements
 

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


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 Group is subject to laws and regulations that directly affect the financial statements including financial reporting
legislation. We determined that the following laws and regulations were most significant including:
 
The Companies Act 2006;
Food Safety Act 1990;
UK health and safety legislation;
UK employment legislation; and
General Data Protection Regulations.

We understood how the Company is complying with those legal and regulatory frameworks by, making inquiries to
management, those responsible for legal and compliance procedures.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Company’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
Challenging assumptions and judgements made by management in its significant accounting estimates; and
Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount


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 Auditor's Report.


Page 8

 


SPICE BIDCO LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE BIDCO LTD (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 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.





Tom Woods FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
1st Floor
Midas House
62 Goldsworth Road
Woking
Surrey
GU21 6LQ

24 September 2024
Page 9

 


SPICE BIDCO LTD
 


 
STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 MARCH 2024

31 March 2024
26 March 2023
Note
£
£

  

Turnover
 4 
1,000,000
320,000

Gross profit
  
1,000,000
320,000

Administrative expenses
  
(1,156,976)
(423,423)

Exceptional administrative expenses
 5 
(25,000)
(4,850)

Operating loss
 7 
(181,976)
(108,273)

Interest receivable and similar income
 10 
-
9,008

Interest payable and expenses
 11 
(2,604,175)
(2,355,128)

Loss after tax
  
(2,786,151)
(2,454,393)

  

  

Retained earnings at the beginning of the period
  
(9,718,828)
(7,264,435)

  
(9,718,828)
(7,264,435)

Loss for the period
  
(2,786,151)
(2,454,393)

Retained earnings at the end of the period
  
(12,504,979)
(9,718,828)
The notes on pages 12 to 20 form part of these financial statements.

Page 10

 


SPICE BIDCO LTD
REGISTERED NUMBER:11284493



STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

31 March
26 March
2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
20,963,309
20,963,310

  
20,963,309
20,963,310

Current assets
  

Debtors
 14 
376,298
561,831

Bank and cash balances
  
33,600
31,295

  
409,898
593,126

Creditors: amounts falling due within one year
 15 
(93,979)
(95,428)

Net current assets
  
 
 
315,919
 
 
497,698

Total assets less current liabilities
  
21,279,228
21,461,008

Creditors: amounts falling due after more than one year
 16 
(27,620,446)
(25,016,075)

  

Net liabilities
  
(6,341,218)
(3,555,067)


Capital and reserves
  

Called up share capital 
 17 
61,638
61,638

Share premium account
 18 
6,102,123
6,102,123

Profit and loss account
 18 
(12,504,979)
(9,718,828)

  
(6,341,218)
(3,555,067)


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




................................................
G S Adair
Director

Date: 12 September 2024

The notes on pages 12 to 20 form part of these financial statements.

Page 11

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

1.


Company information

Spice Bidco Ltd is a private company limited by shares incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of its registered office is disclosed on the company information page. The Company does not have a principal place of business.
The principal activities of the Company are set out in the strategic report.

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 judgment 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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A;
the requirements of Section 26 Share-based Payment paragraphs 26.18(b), 26.19 to 26.21 and 26.23;
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of Spice Holding Ltd as at 31 March 2024 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

 
2.4

Turnover

Turnover represents the amounts receivable for management services provided, net of VAT and discounts. 
Revenue is recognised at the point of sale.
The turnover and operating profit for the period was derived from the Company's principal continuing activity which was wholly carried out in the UK. 

Page 12

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.5

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.

 
2.6

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.

 
2.7

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Page 13

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

2.Accounting policies (continued)

 
2.9

Financial instruments

The Company only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Judgments in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the accounts and the reported amounts of revenues and expenses during the reporting period. Actual results may differ from these estimates. The directors do not consider there to be any judgements or estimation uncertainty which materially impact these financial statements.


4.


Turnover

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


2024
2023
£
£

Management fee income
1,000,000
320,000

1,000,000
320,000


All turnover arose within the United Kingdom.


5.


Exceptional Items

2024
2023
£
£


Exceptional
25,000
4,850

25,000
4,850

During the year £25,000 has been written off in relation to a loan given to a related company. 
 
The prior year exceptional costs are costs incurred relating to shares listed in the Guernsey Stock Exchange.


6.


Auditor's remuneration

The audit fee of £3,500 (2023: £3,300), accounts fee of £1,150 (2023: £1,100) and taxation fee of £900 (2023: £825) were paid for by Rosa's London Limited.

Page 14

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

7.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Exceptional expenses
25,000
4,850


8.


Employees

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


2024
2023
£
£

Wages and salaries
863,095
272,773

Social security costs
127,016
39,354

Cost of defined contribution scheme
16,144
6,604

1,006,255
318,731


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


        2024
        2023
            No.
            No.







Staff - Head office
12
8


9.


Directors' remuneration

2024
2023
£
£

Directors' emoluments
350,090
120,000

Company contributions to defined contribution pension schemes
4,256
6,604

354,346
126,604


During the period retirement benefits were accruing to 2 directors (2023 - 2) in respect of defined contribution pension schemes.

The highest paid director received remuneration of £209,170 (2023 -£Nil). In the prior year the highest paid director was remunerated from another group entity, which is the reason the comparatives are nil.

The value of the Company's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,055 (2023 -£Nil).

During the year £320,470 was paid to key management personnel (2023 - £nil).

Page 15

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

10.


Interest receivable

2024
2023
£
£


Loan interest receivable
-
9,008

-
9,008


11.


Interest payable and similar expenses

2024
2023
£
£


Loan interest payable
2,604,175
2,355,128

2,604,175
2,355,128


12.


Taxation


2024
2023
£
£



Total current tax
-
-

Total deferred tax
 
-
 
-


Taxation on profit on ordinary activities
-
-
Page 16

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
 
12.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2023 -higher than) the standard rate of corporation tax in the UK of 24.92% (2023 -19%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,786,151)
(2,454,393)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.92% (2023 -19%)
(694,285)
(466,335)

Effects of:


Expenses not deductible for tax purposes
146,144
95,127

Remeasurement of deferred tax for changes in tax rates
(1,778)
(117,158)

Movement in deferred tax not recognised
549,919
488,366

Total tax charge for the period
-
-


13.


Fixed asset investments








Investments in subsidiary companies

£



Cost or valuation


At 27 March 2023
20,963,309



At 31 March 2024
20,963,309




Page 17

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

Subsidiary undertakings


The Company owns the issued share capital of the companies listed below:


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Rosa's London Limited
26 Earlham Street, London WC2H 9LN, England
Restaurant operator
100%
Lao Cafe Limited
26 Earlham Street, London WC2H 9LN, England
Restaurant operator
100%
Rosa's Thai Limited
26 Earlham Street, London WC2H 9LN, England
Restaurant franchisor
100%


14.


Debtors

31 March
26 March
2024
2023
£
£

Due after more than one year

Other debtors
116,619
116,619

116,619
116,619

Due within one year

Amounts owed by group undertakings
210,414
378,314

Other debtors
44,524
62,354

Prepayments and accrued income
4,741
4,544

376,298
561,831



15.


Creditors: Amounts falling due within one year

31 March
26 March
2024
2023
£
£

Trade creditors
2,286
28,667

Amounts owed to group undertakings
9,325
-

Other taxation and social security
36,926
7,798

Other creditors
3,302
16,717

Accruals and deferred income
42,140
42,246

93,979
95,428


Page 18

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

16.


Creditors: Amounts falling due after more than one year

31 March
26 March
2024
2023
£
£

Loan notes
13,999,999
13,999,999

Loan notes owed to group undertakings
1,545,014
1,545,014

Loan note interest accruals and PIK notes
12,075,433
9,471,062

27,620,446
25,016,075


Amounts falling due after more than 5 years total £26,443,832 (2023: £25,016,075).


17.


Share capital

31 March
26 March
2024
2023
£
£
Allotted, called up and fully paid



6,163,761 (2023 -6,163,761) Ordinary shares of £0.01 each
61,638
61,638


All Ordinary Shares carry the right to a vote and to participate pari passu in any dividends declared by the Company, as well as any other distribution, including a distribution on a sale of the Company at par value or a winding up. 


18.


Reserves

Share premium account

The Share Premium Account records the amounts received from the allotment of new shares in excess of the nominal value of the shares allotted, less any expenses directly related to such allotments. 

Profit and loss account

The Profit and Loss account records the Company's retained profits and losses after any corporation tax charges and dividends declared. 

Page 19

 


SPICE BIDCO LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024

19.


Related party transactions

During the period the Company was charged a total £137,955 (2023: £100,000) in monitoring fees by Trispan RS RT LLP. Trispan RS RT LLP is the ultimate parent company. Spice Bidco Ltd also owe Trispan RS RT LLP £11,169,550 (2023: £11,169,550) in loan notes and £8,676,560 (2023: £6,805,242) of accrued interest as at the period end.
An interest bearing loan balance is due from a director. The amount due to the Company at the balance sheet date was as follows:


31 March
26 March
2024
2023
£
£

Brought forward
116,619
112,155
Interest accrued during the period
4,741
4,464
121,360
116,619


20.


Controlling party

The Company's immediate parent company is Spice Holding Ltd whose registered office is 26 Earlham Street, London, WC2H 9LN. The parent of the largest and smallest group in which the Company's results are consolidated is Spice Holding Ltd. The consolidated accounts are available from Companies House.
The ultimate parent company is Trispan RS RT LLP, registered in Guernsey. The directors do not consider there to be an ultimate controlling party.

 
Page 20