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Company registration number: 11278964







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


SPICE HOLDING LTD






































img4555.png                        

 


SPICE HOLDING LTD
 


 
COMPANY INFORMATION


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




Registered number
11278964



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 HOLDING LTD
 



CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditor's Report
7 - 10
Consolidated Statement of Income and Retained Earnings
11 - 12
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 34


 


SPICE HOLDING LTD
 


 
GROUP 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 Group operates a group of Thai restaurants under the trading names of ‘Rosa’s Thai’ and ‘Lao Café’.
The Group’s strategy is to open earnings enhancing sites and drive performance in existing sites across the UK, whilst looking to expand its currently limited international presence.

Business review and future developments
 
The trading results, balance sheet and other financial statements for the period are shown on pages 11 to 35. The Directors have not recommended a dividend for the year.
Despite ongoing inflationary pressures in the year the Group 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 and the risk of any imminent future breakout has significantly diminished, there remains a risk that it may return or a similar issue could interrupt trade. In the unlikely event anything of that magnitude were to happen again, it is reasonable to assume similar Government support measures would be implemented to help minimise 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 still 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. 
 
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.

Page 1

 


SPICE HOLDING LTD
 



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

Principal risks and uncertainties (continued)

Exchange Rates
The Group buys ingredients from the EU and Thailand and is therefore exposed to 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. There remains considerable competition for employees, with a reduction in the available work pool due to migration movements and the Company continues to invest heavily in people, technology, and training to mitigate such risks. The business uses several external partners to assist us in monitoring and developing our practices in these areas, and we also hold a sponsorship visa to assist us in filling critical chef roles. 
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. Despite additional debt facilities agreed during the financial period year the business remains at a low leverage level, however 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
 
The Directors consider the following information to be key indicators of the group’s performance;


31 March
26 March
2024
2023
        £
        £
Sales

47,951,657

37,647,960
 
Adjusted EBITDA

4,894,198

3,374,200
 
Number of staff

758

640
 
Number of restaurants

41

35
 

EBITDA reported is an adjusted EBITDA, with onerous lease, commitment fees, monitoring fees, exceptional costs, pre-opening costs, bank fees, dilapidation unwinding and asset impairment added back.

Non-financial KPIs are largely focused on employee and customer experiences. Internal and external CX measures have all shown improvement over the year, whilst further details of the KPIs in respect of our teams are included within the Directors’ Report.

Page 2

 


SPICE HOLDING LTD
 



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

Directors' statement of compliance with duty to promote the success of the Group
 
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 under 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.

Suppliers

The Company has well-established relationships with key suppliers including restaurant supplies, 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.  

Community

Through continued openings in the UK the Group 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.


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



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

Date: 12 September 2024

Page 3

 


SPICE HOLDING 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 Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group'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 Group 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 the Group 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 the Group 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 £5,733,609 (2023 - loss £4,561,690).

The directors do not propose payment of a dividend.

Future developments

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

Page 4

 


SPICE HOLDING LTD
 


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

Employees

The average number of employees and their remuneration is set out in Note 9 of the financial statements.
The Company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately filled by a disabled person. Where existing employees become disabled, it is the Company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training and career development and promotion to disabled employees wherever appropriate.
During the period the policy of providing employees with information about the Company has been continued through internal media methods in which employees have also been encouraged to present their suggestions and views on the Company's performance. Regular meetings are held between local management and employees to allow a free flow of information and ideas as well as regular employee surveys being completed giving an opportunity for employees to feedback to the Directors.

Greenhouse gas emissions, energy consumption and energy efficiency action

As a company we are committed to improving our operational energy efficiency year on year. 

Current ongoing measures taken to improve energy efficiencies as follows:
 
The latest and most energy-efficient kits are implemented for all new sites. This approach ensures that each new location has state-of-the-art technology designed to minimise energy consumption and maximise performance. These new openings achieve significant long-term savings and environmental benefits by prioritising energy efficiency. This commitment to using the latest advancements in energy-efficient technology underscores the dedication to sustainability and operational excellence.

The AMR (Automated Meter Reading) roll-out across the group is set to significantly improve the visibility of actual energy consumption at each site. This enhanced monitoring capability will enable more accurate benchmarking, allowing for a detailed comparison of energy usage across different locations. With this comprehensive data, it will be easier to identify areas or sites that require closer observation and targeted improvement.

For any older sites undergoing refurbishment, some existing equipment will be replaced with new, more energy-efficient kits. This upgrade aims to modernise the infrastructure, reduce energy consumption and improve overall operational efficiency. By integrating the latest energy-saving technologies into these refurbishments, the organisation is committed to enhancing the sustainability and performance of its older estates





Total Consumption (kWh) figures for reportable energy suppliers are as follows:

31 March
2024
Consumption (kWh)
Utility and Scope
Gaseous and other fuels (Scope 1)

4,922,040

Grid-Supplied Electricity (Scope 2)

3,644,095

Transportation (Scope 3)

76,932

Total
8,643,067


Page 5

 


SPICE HOLDING LTD
 


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





Total emission (tCO2e) for reportable energy supplies are as follows

31 March
2024
Emissions (tCO2e)
Utility and Scope
Gaseous and other fuels (Scope 1)

900.38

Grid-Supplied Electricity (Scope 2)

754.60

Transportation (Scope 3)


17.30

Total

1,672.28


Disclosure of information in the Strategic Report

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

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 and the Group'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 and the Group's auditor is aware of that information.

Post balance sheet events

There have been no significant events affecting the Group 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 6

 


SPICE HOLDING LTD
 

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

Opinion


We have audited the financial statements of Spice Holding Ltd (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 March 2024, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company 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 Group's and of the parent Company's affairs as at 31 March 2024 and of the Group's 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 Group 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Other information


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


Page 7

 


SPICE HOLDING LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE HOLDING 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 Group 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 Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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 Group's and the parent Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 


SPICE HOLDING LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE HOLDING 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 Group 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 assessed the extent of compliance with this and other relevant laws and regulations as part of our procedures on the related financial statement items.
We understood how the Group is complying with those legal and regulatory frameworks by making inquiries to management, and 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 Group’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 judgments 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; and
Timing of revenue recognition.


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 9

 


SPICE HOLDING LTD


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SPICE HOLDING 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 10

 


SPICE HOLDING LTD
 


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

31 March 2024
26 March 2023
Note
£
£

  

Turnover
 4 
47,951,657
37,647,960

Cost of sales
  
(30,563,626)
(24,770,997)

Gross profit
  
17,388,031
12,876,963

Administrative expenses
  
(18,382,007)
(13,848,247)

Exceptional administrative expenses
 5 
(254,489)
(160,471)

Other operating income
 6 
-
100,000

Operating loss
 7 
(1,248,465)
(1,031,755)

Interest receivable and similar income
 11 
-
9,008

Interest payable and expenses
 12 
(4,066,025)
(3,440,090)

Loss before tax
  
(5,314,490)
(4,462,837)

Tax on loss
 13 
(419,119)
(98,853)

Loss after tax
  
(5,733,609)
(4,561,690)

  

  

Retained earnings at the beginning of the period
  
(20,580,235)
(16,018,545)

  
(20,580,235)
(16,018,545)

Loss for the period attributable to the owners of the parent
  
(5,733,609)
(4,561,690)

Retained earnings at the end of the period
  
(26,313,844)
(20,580,235)

The notes on pages 18 to 34 form part of these financial statements.

Page 11

 


SPICE HOLDING LTD
 



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

31 March
26 March
2024
2023
Note
£
£

Fixed assets
  

Goodwill
 14 
6,714,780
8,393,475

Negative goodwill
 14 
(16,295)
(38,020)

Tangible assets
 15 
17,284,744
13,649,341

  
23,983,229
22,004,796

Current assets
  

Stocks
 17 
1,269,806
1,300,666

Debtors: amounts falling due after more than one year
 18 
767,172
789,246

Debtors: amounts falling due within one year
 18 
2,823,915
1,894,923

Cash at bank and in hand
  
2,284,146
1,671,655

  
7,145,039
5,656,490

Creditors: amounts falling due within one year
 19 
(10,155,168)
(10,509,224)

Net current liabilities
  
 
 
(3,010,129)
 
 
(4,852,734)

Total assets less current liabilities
  
20,973,100
17,152,062

Creditors: amounts falling due after more than one year
 20 
(37,158,524)
(28,374,657)

Provisions for liabilities
  

Deferred taxation
 21 
(368,110)
(26,991)

Other provisions
 22 
(1,920,221)
(1,490,560)

  
 
 
(2,288,331)
 
 
(1,517,551)

Net liabilities
  
(18,473,755)
(12,740,146)


Capital and reserves
  

Called up share capital 
 23 
6,617
6,617

Share premium account
 24 
639,585
639,585

Other reserves
 24 
7,193,887
7,193,887

Profit and loss account
 24 
(26,313,844)
(20,580,235)

  
(18,473,755)
(12,740,146)


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 18 to 34 form part of these financial statements.

Page 12

 


SPICE HOLDING LTD
REGISTERED NUMBER:11278964



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 MARCH 2024

31 March
26 March
2024
2023
Note
£
£

Fixed assets
  

Investments
 16 
6,163,761
6,163,761

  
6,163,761
6,163,761

Current assets
  

Debtors: amounts falling due within one year
 18 
186,786
84,205

Debtors: amounts falling due after more than one year
 18 
1,573,495
1,694,696

  
1,760,281
1,778,901

Creditors: amounts falling due within one year
 19 
(191,122)
(189,026)

Net current assets
  
 
 
1,569,159
 
 
1,589,875

Total assets less current liabilities
  
7,732,920
7,753,636

  

Creditors: amounts falling due after more than one year
 20 
(5,588,257)
(4,383,010)

  

Net assets
  
2,144,663
3,370,626


Capital and reserves
  

Called up share capital 
 23 
6,617
6,617

Share premium account
 24 
639,585
639,585

Preference shares
 24 
7,193,887
7,193,887

Profit and loss account brought forward
  
(4,469,463)
(3,339,211)

Loss for the period
  
(1,225,963)
(1,130,252)

Profit and loss account carried forward
  
(5,695,426)
(4,469,463)

  
2,144,663
3,370,626


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 18 to 34 form part of these financial statements.

Page 13

 


SPICE HOLDING LTD
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


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

£
£
£
£
£


At 27 March 2022
6,423
635,894
7,193,887
(16,018,545)
(8,182,341)



Loss for the period
-
-
-
(4,561,690)
(4,561,690)

Shares issued during the period
194
3,691
-
-
3,885



At 26 March 2023
6,617
639,585
7,193,887
(20,580,235)
(12,740,146)



Loss for the period
-
-
-
(5,733,609)
(5,733,609)


At 31 March 2024
6,617
639,585
7,193,887
(26,313,844)
(18,473,755)


The notes on pages 18 to 34 form part of these financial statements.

Page 14

 


SPICE HOLDING LTD
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 MARCH 2024


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

£
£
£
£
£


At 27 March 2022
6,423
635,894
7,193,887
(3,339,211)
4,496,993



Loss for the period
-
-
-
(1,130,252)
(1,130,252)

Shares issued during the period
194
3,691
-
-
3,885



At 26 March 2023
6,617
639,585
7,193,887
(4,469,463)
3,370,626



Loss for the period
-
-
-
(1,225,963)
(1,225,963)


At 31 March 2024
6,617
639,585
7,193,887
(5,695,426)
2,144,663


The notes on pages 18 to 34 form part of these financial statements.

Page 15

 


SPICE HOLDING LTD
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 MARCH 2024

31 March
26 March
2024
2023
£
£

Cash flows from operating activities

Loss for the financial period
(5,733,609)
(4,561,690)

Adjustments for:

Amortisation of intangible assets
1,656,970
1,656,970

Depreciation of tangible assets
2,396,837
1,887,747

Impairments of fixed assets
477,114
-

Interest paid
4,066,025
3,431,082

Taxation charge
419,119
99,044

Decrease/(increase) in stocks
30,860
(346,030)

(Increase) in debtors
(906,918)
(447,637)

Increase in creditors
773,884
3,211,599

Increase in provisions
429,661
216,749

Corporation tax received/(paid)
-
(5,706)

Net cash generated from operating activities

3,609,943
5,142,128


Cash flows from investing activities

Purchase of tangible fixed assets
(6,509,354)
(3,982,157)

Net cash from investing activities

(6,509,354)
(3,982,157)

Cash flows from financing activities

Issue of ordinary shares
-
3,885

New secured loans
7,263,000
-

Repayment of loans
(3,233,219)
(676,158)

Interest paid
(517,879)
(238,232)

Net cash used in financing activities
3,511,902
(910,505)

Net increase in cash and cash equivalents
612,491
249,466

Cash and cash equivalents at beginning of period
1,671,655
1,422,189

Cash and cash equivalents at the end of period
2,284,146
1,671,655


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
2,284,146
1,671,655

2,284,146
1,671,655


The notes on pages 18 to 34 form part of these financial statements.

Page 16

 


SPICE HOLDING LTD
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 MARCH 2024






At 27 March 2023
Cash flows
New secured loans
Other non-cash changes
At 31 March 2024
£

£

£

£

£

Cash at bank and in hand

1,671,655

612,491

-

-

2,284,146

Bank loan due within 1 year

(1,771,315)

1,771,315

(568,000)

-

(568,000)

Bank loan due after 1 year

(1,461,904)

1,461,904

(6,695,000)

-

(6,695,000)

Debt due after 1 year

(26,921,753)

-

-

(3,541,771)

(30,463,524)


(28,483,317)
3,845,710
(7,263,000)
(3,541,771)
(35,442,378)

The notes on pages 18 to 34 form part of these financial statements.

Page 17

 


SPICE HOLDING LTD
 


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

1.


Company information

Spice Holding 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 Group 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 Group management to exercise judgment in applying the Group's accounting policies (see note 3).

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.

 
2.3

Going concern

After assessing the Group’s forecasts and principal risks these accounts have been prepared under the Going Concern basis.
Forecasts have been reviewed on both a base and downside case scenario and the business is expected to continue trading profitably. The Group also continues to have support from the wider TriSpan Rs Rt Group.
As a result, the directors have a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the annual financial statements with no material uncertainty.

 
2.4

Turnover

Turnover represents the amounts receivable for food and beverages sold, net of VAT and discounts.
The turnover and operating profit for the year was derived from the group's principal continuing activity which was wholly carried out in the UK.
 

Page 18

 


SPICE HOLDING LTD
 


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

2.Accounting policies (continued)

 
2.5

Operating leases: the Group as lessee

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.

 
2.6

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group 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 Group in independently administered funds.

 
2.7

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. 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 and the Group operate and generate 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.

 
2.8

Exceptional items

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

Page 19

 


SPICE HOLDING LTD
 


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

2.Accounting policies (continued)

 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Income and Retained Earnings over its useful economic life.
 
2.10

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, on a reducing balance basis.

Depreciation is provided on the following basis:

Leasehold land and building
-
Over the length of the lease of the asset
Plant and machinery
-
20% of the written down value per annum

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.

 
2.11

Impairment of fixed assets and goodwill

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.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a weighted average basis. 

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

Page 20

 


SPICE HOLDING LTD
 


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

2.Accounting policies (continued)

 
2.14

Provisions for liabilities

Provisions are recognised when an event has taken place that gives rise to a legal or constructive obligation, a transfer of economic benefits is probable and a reliable estimate can be made.
Provisions are measured as the best estimate of the amount required to settle the obligation, taking into account the related risks and uncertainties.
 
Increases in provisions are generally charged as an expense to profit or loss.

Dilapidation provisions have been made based on the future expected costs required to restore the Group's leased properties to their fair condition at the end of their respective lease terms, where it is considered a reliable estimate can be made. The estimated costs have been capitalised and are being amortised over the life of the respective leases. 


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 disclosures 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 key estimates and assumptions used in these accounts are set out below.

Judgements:
a) Impairment of fixed assets
At each reporting period end date, the Group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss, if any. Where it is not possible to estimate the recoverable amount of an individual asset, the Group estimates the forecasted cash flows per site.
b) Onerous leases
At each reporting date the Group considers whether any leases are considered to be onerous. Leases considered to be onerous would be recognised as a liability within the Statement of Financial Position. Future cash generation in excess of the committed lease expenditure is considered when management review whether leases are onerous.
Estimates:
a) Dilapidation provision
The Company includes a provision for dilapidations within the Statement of Financial Position. Dilapidation provisions are based on an estimate of the future expected cost of returning restaurant sites to their previous states, as required by the leases to which they relate. The estimated costs are discounted to their present value and unwound over the length of the respective leases. Amortisation of the tangible fixed asset component is released to the Statement of Income and Retained Earnings over the same period. We have used 2% inflation in the dilapidation’s calculation.

Page 21

 


SPICE HOLDING LTD
 


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

4.


Turnover

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


2024
2023
£
£

Restaurant sales of food and drink
47,715,729
37,472,972

Other sales
235,928
174,988

47,951,657
37,647,960


Analysis of turnover by country of destination:

2024
2023
£
£

United Kingdom
47,886,855
37,586,607

Rest of the world
64,802
61,353

47,951,657
37,647,960



5.


Exceptional items

2024
2023
£
£


Abortive costs
229,489
155,621

Write off of related company loan
25,000
-

Costs in related to the GSE
-
4,850

254,489
160,471

Exceptional items were recognised in respect of costs incurred with aborted deal costs regarding new investments, the write off of balances in respect of a loan with a related company and costs inccured relating to shares listed in the Guernsey Stock Exchange.


6.


Other operating income

2024
2023
£
£

Other operating income
-
100,000

-
100,000


Page 22

 


SPICE HOLDING 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
£
£

Impairment charge
477,114
-

Other operating lease rentals
3,591,958
2,906,787

Depreciation charge
2,396,837
1,849,308

Amortisation charge
1,656,947
1,656,947

Savings in respect of business rates relief
(110,000)
(110,000)

Dilapidation provision unwinding
11,239
73,204

The Company has taken advantage of the exemption not to disclose amounts paid for non audit services as these
are disclosed in the Group accounts of the parent company.


8.


Auditor's remuneration

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


2024
2023
£
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
3,350
3,190

All other services
16,300
15,360

Page 23

 


SPICE HOLDING LTD
 


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

9.


Employees

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


Group
31 March
Group
26 March
Company
31 March
Company
26 March
2024
2023
2024
2023
£
£
£
£


Wages and salaries
16,109,528
12,837,193
-
-

Social security costs
1,319,394
1,058,097
-
-

Cost of defined contribution scheme
229,316
154,988
-
-

17,658,238
14,050,278
-
-


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



Group
Group
Company
Company
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Restaurants
727
613
-
-



Head office, including directors
31
27
6
6

758
640
6
6

Employee numbers disclosed in the above are inclusive of unpaid non-executive directors.


10.


Directors' remuneration

31 March
26 March
2024
2023
£
£



Directors' emoluments
374,590
342,500

Company contributions to defined contribution pension schemes
4,844
4,990

379,434
347,490

During the year retirement benefits were accruing to 3 directors (2023: 3) in respect of defined contribution pension schemes.
The highest paid director received remuneration of £208,750 (2023: £192,500).
The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amounted to £2,055 (2023: £2,201).
During the year £382,070 was paid to key management personnel (2023 - £490,883).

Page 24

 


SPICE HOLDING LTD
 


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

11.


Interest receivable

2024
2023
£
£


Other interest receivable
-
9,008

-
9,008


12.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
517,879
238,232

Other loan interest payable
3,548,146
3,201,858

4,066,025
3,440,090


13.


Taxation


2024
2023
£
£

Corporation tax


Current tax on profits for the period
122,324
71,862

Adjustments in respect of previous periods
(44,324)
-


78,000
71,862


Total current tax
78,000
71,862

Deferred tax


Origination and reversal of timing differences
341,119
26,991

Total deferred tax
341,119
26,991


Taxation on profit on ordinary activities
419,119
98,853
Page 25

 


SPICE HOLDING LTD
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 MARCH 2024
 
13.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
(5,314,490)
(4,462,837)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 24.92% (2023 - 19 %)
(1,324,371)
(847,939)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
412,917
311,907

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
503,071
330,489

Capital allowances for period in excess of depreciation
214,854
(76,341)

Other differences
652
-

Remeasurement of deferred tax for changes in tax rates
(1,019)
(111,945)

Adjustments to tax charge in respect of prior periods
(43,832)
12,547

Movement in deferred tax not recognised
656,847
480,135

Total tax charge for the period
419,119
98,853

Page 26

 


SPICE HOLDING LTD
 


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

14.


Intangible assets

Group







Goodwill
Negative goodwill
Total

£
£
£



Cost


At 27 March 2023
17,357,379
(108,626)
17,248,753



At 31 March 2024

17,357,379
(108,626)
17,248,753



Amortisation


At 27 March 2023
8,963,904
(70,606)
8,893,298


Charge for the period on owned assets
1,678,695
(21,725)
1,656,970



At 31 March 2024

10,642,599
(92,331)
10,550,268



Net book value



At 31 March 2024
6,714,780
(16,295)
6,698,485



At 26 March 2023
8,393,475
(38,020)
8,355,455



Page 27

 


SPICE HOLDING LTD
 


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

15.


Tangible fixed assets

Group








Long-term leasehold property
Plant and machinery
Total

£
£
£



Cost or valuation


At 27 March 2023
17,457,934
4,890,348
22,348,282


Additions
4,624,466
1,884,888
6,509,354



At 31 March 2024

22,082,400
6,775,236
28,857,636



Depreciation


At 27 March 2023
6,021,189
2,677,752
8,698,941


Charge for the period on owned assets
1,492,611
904,226
2,396,837


Impairment charge
433,103
44,011
477,114



At 31 March 2024

7,946,903
3,625,989
11,572,892



Net book value



At 31 March 2024
14,135,497
3,149,247
17,284,744



At 26 March 2023
11,436,745
2,212,596
13,649,341

Page 28

 


SPICE HOLDING LTD
 


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

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 27 March 2023
6,163,761



At 31 March 2024
6,163,761





Direct subsidiary undertaking


The following was a direct subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Spice Bidco Ltd
26 Earlham Street, London, WC2H 9LN, England
Intermediate parent company
100%


Indirect subsidiary undertakings


The following were indirect 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%

The subsidiary Companies: Lao Cafe Limited (registration no. 10120771) and Rosa's Thai Limited (registration no. 13706249), claimed audit exemption per section 479A of UK Companies Act 2006 upon compliance with the following conditions:
1 – All members of Lao Cafe Limited and Rosa's Thai Limited have agreed to the exemption in respect of the current financial period.
2 – Spice Bidco Limited has given the guarantee in respect of Lao Cafe Limited and Rosa's Thai Limited's  liabilities.
3 – Lao Cafe Limited and Rosa's Thai Limited are included in the consolidation accounts drawn up by Spice Holding Limited, for the period ended 31 March 2024

Page 29

 


SPICE HOLDING LTD
 


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

17.


Stocks

Group
31 March
Group
26 March
2024
2023
£
£

Stocks
1,269,806
1,300,666

1,269,806
1,300,666


There is no material difference between the book value of the stock and its replacement value.


18.


Debtors

Group
31 March
Group
26 March
Company
31 March
Company
26 March
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Amounts owed by group undertakings
-
-
1,545,013
1,545,013

Other debtors
145,111
266,302
28,482
149,683

Prepayments and accrued income
622,061
522,944
-
-

767,172
789,246
1,573,495
1,694,696


Group
31 March
Group
26 March
Company
31 March
Company
26 March
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
888,560
717,230
-
-

Amounts owed by group undertakings
-
-
97,171
5,944

Other debtors
358,987
353,436
-
-

Prepayments and accrued income
1,576,368
824,257
89,615
78,261

2,823,915
1,894,923
186,786
84,205


Page 30

 


SPICE HOLDING LTD
 


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

19.


Creditors: Amounts falling due within one year

Group
31 March
Group
26 March
Company
31 March
Company
26 March
2024
2023
2024
2023
£
£
£
£

Bank loans
568,000
1,771,315
-
-

Trade creditors
3,407,563
2,513,195
75,711
65,087

Amounts owed to group undertakings
-
-
51,894
79,615

Corporation tax
149,862
71,862
63,517
44,324

Other taxation and social security
1,280,965
1,867,324
-
-

Other creditors
2,100,131
1,620,662
-
-

Accruals and deferred income
2,648,647
2,664,866
-
-

10,155,168
10,509,224
191,122
189,026


Rosa's London Limited has provided security to its lenders by way of a fixed and floating charge over all of its property and undertakings. 


20.


Creditors: Amounts falling due after more than one year

Group
31 March
Group
26 March
Company
31 March
Company
26 March
2024
2023
2024
2023
£
£
£
£

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

Bank loans
6,695,000
1,461,904
-
-

Loan note interest accruals and PIK notes
16,463,525
12,912,754
5,588,257
4,383,010

37,158,524
28,374,657
5,588,257
4,383,010


Rosa's London Limited has provided security to its lenders by way of a fixed and floating charge over all of its property and undertakings in respect of debt totaling £7,269,280 (2023: £3,233,219) at the balance sheet date.

Page 31

 


SPICE HOLDING LTD
 


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

21.


Deferred taxation


Group



2024


£






At beginning of period
(26,991)


Charged to profit or loss
(341,119)



At end of period
(368,110)







The provision for deferred taxation is made up as follows:

Group
31 March
Group
26 March
2024
2023
£
£

Fixed asset timing difference
(1,291,877)
(787,308)

Short term timing differences
23,366
3,790

Losses and other deductions
900,401
756,527

(368,110)
(26,991)


22.


Provisions


Group



Dilapidations
Onerous lease
Total

£
£
£





At 27 March 2023
1,490,560
-
1,490,560


Charged to profit or loss
375,375
54,286
429,661



At 31 March 2024
1,865,935
54,286
1,920,221

The provision recognised for dilapidations is an estimate of the costs which would be incurred to bring leasehold property back to its original state.  The final cost incurred could differ from that provided for, and the timing of the release of the provision may also differ from that expected depending on the final exit date from the leasehold premises.

Page 32

 


SPICE HOLDING LTD
 


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

23.


Share capital

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



424,297 (2023 - 424,298) Ordinary A shares of £0.01 each
4,243
4,243
107,521 (2023 - 107,520) Ordinary B shares of £0.01 each
1,075
1,075
129,940 (2023 - 110,499) Ordinary C shares of £0.01 each
1,299
1,299

6,617

6,617

A Ordinary and B Ordinary Shares carry the right to one vote at General Meetings of the company, subject to an aggregate maximum of 20.22% of the votes in the case of the B Ordinary Shares. C Ordinary Shares do not carry voting rights.
A Ordinary, B Ordinary and C Ordinary Shares have the right to be paid dividends pari passu, subject to a Special Resolution of the holders of the A Ordinary Shares.
The Preference Shares do not carry voting rights. Both the A Preference and the B Preference Shares are entitled to a fixed cumulative preferential dividend accruing at an annual rate of 10% of the issue price of each share.
All Ordinary and Preference Shares are entitled to share in the proceeds following a sale or liquidation of the company in accordance with the Waterfall in the company’s articles.
 



24.


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.
Preference Shares
The Preference Shares account records the irredeemable shares issued.

Profit and loss account

The Profit and Loss Account records the group’s and the company’s retained profits or losses after any corporation tax charges and dividends declared.

Page 33

 


SPICE HOLDING LTD
 


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

25.


Commitments under operating leases

At 31 March 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 March
Group
26 March
2024
2023
£
£

Not later than 1 year
2,811,857
2,869,570

Later than 1 year and not later than 5 years
9,545,682
10,004,260

Later than 5 years
11,696,333
13,754,444

24,053,872
26,628,274
The Company had no commitments under non-cancellable operating leases at the reporting date. 



26.


Related party transactions

The Group is exempt under the terms of FRS 102 Section 33 from disclosing related party transactions with entities that are part of the Spice Holding Ltd group.
An interest bearing loan balance is due from a director. The amount due to the Group at the balance sheet date
was as follows:


31 March
26 March
2024
2023
£
£

Brought forward
266,469
256,009
Interest accrued during the period
7,063
10,460
Repaid during the period
(123,600)
-
149,932
266,469


27.


Controlling party

At the balance sheet date the ultimate and immediate parent entity was Trispan RS RT GP LLP, registered in Guernsey, by virtue of its majority shareholding in the Company’s issued ordinary share capital.

 
Page 34