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REGISTERED NUMBER: 12889967 (England and Wales)















GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEAR ENDED 30TH APRIL 2024

FOR

ECC (TOPCO) LIMITED

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 30th April 2024










Page

Company Information 1

Group Strategic Report 2

Report of the Director 4

Report of the Independent Auditors 6

Consolidated Profit and Loss Account 10

Consolidated Balance Sheet 11

Company Balance Sheet 12

Consolidated Statement of Changes in Equity 13

Company Statement of Changes in Equity 14

Consolidated Cash Flow Statement 15

Notes to the Consolidated Cash Flow Statement 16

Notes to the Consolidated Financial Statements 17


ECC (TOPCO) LIMITED

COMPANY INFORMATION
for the Year Ended 30th April 2024







DIRECTOR: Mr N Handa





REGISTERED OFFICE: Plaza Group
32 Broughton Street
Manchester
M8 8NN





REGISTERED NUMBER: 12889967 (England and Wales)





AUDITORS: Xeinadin Audit Limited
100 Barbirolli Square
Manchester
M2 3BD

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

GROUP STRATEGIC REPORT
for the Year Ended 30th April 2024


The director presents his strategic report of the company and the group for the year ended 30th April 2024.

The Group (trading as East Coast Concepts) owns and operates two of the industry's leading, most vibrant and cutting-edge hospitality brands - four Victors and two Neighbourhood. We believe in creating and sharing exceptional experiences. Victors offers a true sense of escapism where guests enjoy a slice of everyday luxury with a modern Asian inspired menu and show stopping cocktails served under their iconic wisteria trees. Beautiful, vibrant, upscale yet informal, there are 4 Victors Restaurants across the country in Alderley Edge, Hale, Newcastle, and Oxford. Neighbourhood offers unparalleled live experiences where guests dine, drink and dance with a globally inspired menu, trendsetting cocktails and some of the hottest live entertainment in the UK. New York inspired grit meets glam delivering a hedonistic sensory experience in Leeds and Liverpool. The Company's strategy is to grow shareholder value by building a business that can deliver growth and sustainable long-term cash flows. The Board believes that the strength of the ECC brand, and the Company's solid financial footing, means it is well placed to deliver on this key strategic aim.

THE YEAR IN REVIEW
We are delighted to report turnover growth of 10.5% to a record level of £14.4m. We delivered industry leading like for like sales in the year to April 2024 of +7.4%. Not only did we see like for like growth across both brands we had growth in every site. A full year of sales at Victors Newcastle generated an additional £0.58m of sales growth.

Sales growth was boosted by:
- A significant increase in our customer database. In the year it grew 65% from 84,000 to 139,000 (91,000 on the Victors database and 48,000 on the Neighbourhood database).
- A relentless focus on guest satisfaction. In the year we consistently achieved an industry leading net promoter score (NPS) of 82 with improvement across the year which saw NPS for our fourth quarter of 84.
- A strong focus on developing our teams which is why five of our six General Mangers have been promoted from within.
- Adherence to the highest standards of compliance. All of our sites received a 5-star rating from the EHO as well as consistently high scores from our external compliance team.

Sales growth was vitally important to help negate the impact of significant inflationary cost pressures which have impacted the whole of hospitality:
- Our combined food and drink gross profit margin was 71%.
- Restaurant labour costs were just 31% of sales.

As a result, restaurant EBITDA (earnings before interest, tax, depreciation, and amortisation) was a very healthy £1.6m (2023: £1.6m).

These achievements are testament to the hard work put in by the entire ECC team. The restaurant support team costs were £0.9m (2023: £1.05m) which means, post central costs, EBITDA was up 28% to £0.74m (2023: £0.55m).

EBITDA was reduced by depreciation and amortisation of £0.46m, exceptional costs of £0.81m and interest at the group level of £0.22m which has resulted in a loss before taxation of £0.75m (2023: loss £1.4m).

Exceptional costs of £0.81m relates to several items:
-£0.45m of irrecoverable project expenditure relating to a lease for a potential Neighbourhood venue in London. Post pandemic footfall remained depressed in central London and the director felt it was prudent not to develop this site and the lease being rescinded with associated costs written off.
- The company provided a loan of £0.25m to a restaurant venue in Notting Hill. Unfortunately that venture looks unable to return that loan, so the director has decided to write off that loan.
- Other exceptional expenditure of £0.1m which are detailed further in note 6 of these financial statements.

PRINCIPAL RISKS AND UNCERTAINTIES
The key risks remain primarily around being able to deliver premium hospitality in the form of food and drink to its guests. Food safety, health and safety and staff retention are always risks within a business and speak for themselves, but ultimately the popularity of the brands is key focus given customer numbers can quickly decline. Staying innovative, evolving the product, and delivering the best possible experience to our guests is key.

The company has worked relentlessly to mitigate these risks with suppliers, with staff engagement and with sales initiatives to drive footfall.

Credit Risk
There is very little credit risk given most guests pay by credit/debit card or cash.


ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

GROUP STRATEGIC REPORT
for the Year Ended 30th April 2024

Liquidity Risk
The company monitors cash as part of its day-to-day control procedures.

Other financial risk
The exec team regularly monitor and discuss other risks and uncertainties including restaurant performance, competition, economic conditions and rising costs.

KEY PERFORMANCE INDICATORS
The Company monitors and relies on several key performance indicators when assessing performance. The main financial indicators are sales performance vs budget and prior year, the number of customers visiting the restaurants and bars, margin variances, labour cost and site EBITDA.

ON BEHALF OF THE BOARD:





Mr N Handa - Director


31st January 2025

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

REPORT OF THE DIRECTOR
for the Year Ended 30th April 2024


The director presents his report with the financial statements of the company and the group for the year ended 30th April 2024.

DIVIDENDS
No dividends will be distributed for the year ended 30th April 2024.

The loss for the period, after taxation, amounted to £760k (2023: loss of £2.1m).

DIRECTOR
Mr N Handa held office during the whole of the period from 1st May 2023 to the date of this report.

DISCLOSURE OF INFORMATION IN THE STRATEGIC REPORT
The Company has chosen to disclose information regarding the future development opportunities of the company and financial instrument risk management policies in the strategic report rather than the directors report.

GOING CONCERN
The business has had and will continue to have some strong headwinds from the Russia/Ukraine war, Israel-Gaza war, Brexit, the cost-of-living crisis and soaring energy prices which all bring with them significant commercial challenges for the business and its guests.

However, the demographic of ECC's clientèle is such that they particularly well insulated from the impacts of the headwinds mentioned above. Our restaurants are situated in particularly affluent areas and cities where there will always be an overwhelming proportion of bookings coming from those wishing to dine out to celebrate a special occasion.

The business has particularly strong partnerships with its suppliers being able to mitigate a large portion of the inflationary pressures mentioned above, particularly across food and drink which has seen a big impact. Margins continue to be robust, being able to absorb rising prices, without needing to constantly tweak pricing.

EMPLOYEES
The Company considers applications, including from disabled individuals, for any available roles based on merit and suitability for the specific role. The company aims to provide a workplace that offers equal opportunities for all employees in terms of training, career development and promotion. Employees that become disabled while employed with the Company will be offered alternative employment, if available, should their disability prevent them fulfilling their current job role. There is an auto enrolment pension scheme in place to ensure that pensions benefits accrue to those employees that have not opted out.

QUALIFYING THIRD PARTY INDEMNITY PROVISIONS
The Company has indemnified its director against liability in respect of proceedings brought by third parties, subject
to the conditions set out in S232 of the Companies Act 2006. Such qualifying third-party indemnity provision was in
place during the period and is in force at the date of approving the financial statements.

POST BALANCE SHEET EVENTS
There were no significant events affecting the Company post year end.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES
The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.


ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

REPORT OF THE DIRECTOR
for the Year Ended 30th April 2024

STATEMENT OF DIRECTOR'S RESPONSIBILITIES - continued
The director is responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS
In accordance with section 485 of the Companies Act 2006, Xeinadin Audit Limited will be proposed for reappointment.

ON BEHALF OF THE BOARD:





Mr N Handa - Director


31st January 2025

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECC (TOPCO) LIMITED


Opinion
We have audited the financial statements of ECC (Topco) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 30th April 2024 which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
_
In our opinion the financial statements:
-give a true and fair view of the state of the group's and of the parent company affairs as at 30th April 2024 and of the group's loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC'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 director's 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 and 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 director with respect to going concern are described in the relevant sections of this report.

Other information
The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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.

In connection with our audit of the financial statements, 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 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.

Opinions 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 Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Group Strategic Report and the Report of the Director have been prepared in accordance with applicable legal requirements.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECC (TOPCO) LIMITED


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 Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on pages four and five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECC (TOPCO) LIMITED


Auditors' responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Identifying and assessing potential risks related to irregularities
In identifying and assessing risks of material misstatement in respect of irregularities including fraud and non-compliance with laws and regulations we have considered the following:
- The nature of the industry and sector, control environment and business performance including the company's
remuneration policies, bonus levels and performance targets;
- Results of the enquiries of management about their own identification and assessment of the risks of
- Any matters we have identified having obtained and reviewed the company's documentation of their policies and
procedures relating to:
- identifying, evaluating and complying with laws and regulations and whether they were aware of any instances of
noncompliance;
- detecting and responding to the risks of fraud and whether they have knowledge of any actual, suspected or
alleged fraud;
- the internal controls established to mitigate risks of fraud or non-compliance with laws and regulations;
- the matters discussed among the audit engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.

As a result of these 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: timing of recognition of income, management override, valuation of accruals and fixed asset existence. In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override.

We also obtained an understanding of the legal and regulatory frameworks that the company operates in, focusing on provisions of those laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements. The key laws and regulations we considered in this context included UK Companies Act, employment law, health and safety, pensions legislation and tax legislation.

In addition, we considered provisions of other laws and regulations that do not have a direct effect on the financial statements but compliance with which may be fundamental to the company's ability to operate or to avoid a material penalty.

Audit response to risks identified
Our procedures to respond to risks identified included the following:
- reviewing the financial statement disclosures and testing to supporting documentation to assess compliance with
provisions of relevant laws and regulations described as having a direct effect on the financial statements;
- enquiring of management concerning actual and potential litigation and claims;
- performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of
material misstatement due to fraud;
- reading minutes of meetings of those charged with governance and reviewing correspondence with HMRC; and
- in addressing the risk of fraud through management override of controls, testing the appropriateness of journal
entries and other adjustments; assessing whether the judgements made in making accounting estimates are
indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual
or outside the normal course of business.

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members including internal specialists, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity's controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).

REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF
ECC (TOPCO) LIMITED


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 Report of the Auditors.

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 2006. Our audit work has been undertaken so that we might state to the company's members those matters we are required to state to them in a Report of the Auditors 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.




Richard Lloyd (Senior Statutory Auditor)
for and on behalf of Xeinadin Audit Limited
100 Barbirolli Square
Manchester
M2 3BD

31st January 2025

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

CONSOLIDATED PROFIT AND LOSS ACCOUNT
for the Year Ended 30th April 2024

2024 2023
Notes £    £   

TURNOVER 3 14,385,338 13,020,683

Cost of sales (9,544,670 ) (8,973,657 )
GROSS PROFIT 4,840,668 4,047,026

Administrative expenses (5,373,193 ) (5,337,582 )
OPERATING LOSS 5 (532,525 ) (1,290,556 )


Interest payable and similar expenses 7 (217,300 ) (120,291 )
LOSS BEFORE TAXATION (749,825 ) (1,410,847 )

Tax on loss 8 (10,085 ) (698,605 )
LOSS FOR THE FINANCIAL YEAR (759,910 ) (2,109,452 )

OTHER COMPREHENSIVE INCOME - -
TOTAL COMPREHENSIVE LOSS FOR THE
YEAR

(759,910

)

(2,109,452

)

Loss attributable to:
Owners of the parent (759,910 ) (2,109,452 )

Total comprehensive loss attributable to:
Owners of the parent (759,910 ) (2,109,452 )

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

CONSOLIDATED BALANCE SHEET
30th April 2024

2024 2023
Notes £    £   
FIXED ASSETS
Intangible assets 10 8,788 10,176
Tangible assets 11 3,623,873 3,904,351
3,632,661 3,914,527

CURRENT ASSETS
Stocks 12 159,623 164,212
Debtors 13 882,109 1,265,089
Cash at bank and in hand 111,598 460,894
1,153,330 1,890,195
CREDITORS
Amounts falling due within one year 15 (5,431,570 ) (5,186,289 )
NET CURRENT LIABILITIES (4,278,240 ) (3,296,094 )
TOTAL ASSETS LESS CURRENT
LIABILITIES

(645,579

)

618,433

CREDITORS
Amounts falling due after more than one
year

16

(1,333,333

)

(1,766,667

)

PROVISIONS FOR LIABILITIES 19 (890,446 ) (961,214 )
NET LIABILITIES (2,869,358 ) (2,109,448 )

CAPITAL AND RESERVES
Called up share capital 20 4 4
Retained earnings (2,869,362 ) (2,109,452 )
SHAREHOLDERS' FUNDS (2,869,358 ) (2,109,448 )

The financial statements were approved by the director and authorised for issue on 31st January 2025 and were signed by:





Mr N Handa - Director


ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

COMPANY BALANCE SHEET
30th April 2024

2024 2023
Notes £    £   
CURRENT ASSETS
Debtors 13 1,438,824 1,893,218
Investments 14 90 90
1,438,914 1,893,308
CREDITORS
Amounts falling due within one year 15 (400,090 ) (233,423 )
NET CURRENT ASSETS 1,038,824 1,659,885
TOTAL ASSETS LESS CURRENT
LIABILITIES

1,038,824

1,659,885

CREDITORS
Amounts falling due after more than one
year

16

(1,333,333

)

(1,766,667

)
NET LIABILITIES (294,509 ) (106,782 )

CAPITAL AND RESERVES
Called up share capital 20 4 4
Retained earnings (294,513 ) (106,786 )
SHAREHOLDERS' FUNDS (294,509 ) (106,782 )

Company's loss for the financial year (187,727 ) (106,786 )

The financial statements were approved by the director and authorised for issue on 31st January 2025 and were signed by:





Mr N Handa - Director


ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the Year Ended 30th April 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st May 2022 2 - 2
Deficit for the year - (2,109,452 ) (2,109,452 )
Total comprehensive loss - (2,109,452 ) (2,109,452 )
Issue of share capital 2 - 2
Balance at 30th April 2023 4 (2,109,452 ) (2,109,448 )
Deficit for the year - (759,910 ) (759,910 )
Total comprehensive loss - (759,910 ) (759,910 )
Balance at 30th April 2024 4 (2,869,362 ) (2,869,358 )

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

COMPANY STATEMENT OF CHANGES IN EQUITY
for the Year Ended 30th April 2024

Called up
share Retained Total
capital earnings equity
£    £    £   
Balance at 1st May 2022 2 - 2
Deficit for the year - (106,786 ) (106,786 )
Total comprehensive loss - (106,786 ) (106,786 )
Issue of share capital 2 - 2
Balance at 30th April 2023 4 (106,786 ) (106,782 )
Deficit for the year - (187,727 ) (187,727 )
Total comprehensive loss - (187,727 ) (187,727 )
Balance at 30th April 2024 4 (294,513 ) (294,509 )

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 30th April 2024

2024 2023
Notes £    £   
Cash flows from operating activities
Cash generated from operations 1 595,120 (1,013,098 )
Interest paid (217,300 ) (120,291 )
Net cash from operating activities 377,820 (1,133,389 )

Cash flows from investing activities
Purchase of tangible fixed assets (455,166 ) (1,319,003 )
Net cash from investing activities (455,166 ) (1,319,003 )

Cash flows from financing activities
Loan proceeds in year - 2,000,000
Loan repayments in year (266,667 ) -
Capital repayments in year (5,283 ) (367,516 )
Cash acquired from subsidiary - 1,280,802
Net cash from financing activities (271,950 ) 2,913,286

(Decrease)/increase in cash and cash equivalents (349,296 ) 460,894
Cash and cash equivalents at beginning
of year

2

460,894

-

Cash and cash equivalents at end of
year

2

111,598

460,894

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED CASH FLOW STATEMENT
for the Year Ended 30th April 2024


1. RECONCILIATION OF LOSS BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024 2023
£    £   
Loss before taxation (749,825 ) (1,410,847 )
Depreciation charges 463,681 682,558
Loss on disposal of fixed assets 25,681 -
Assets scrapped included in exceptionals 247,670 -
Finance costs 217,300 120,291
204,507 (607,998 )
Decrease/(increase) in stocks 4,589 (9,266 )
Decrease/(increase) in trade and other debtors 302,127 (96,602 )
Increase/(decrease) in trade and other creditors 83,897 (299,232 )
Cash generated from operations 595,120 (1,013,098 )

2. CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 30th April 2024
30/4/24 1/5/23
£    £   
Cash and cash equivalents 111,598 460,894
Year ended 30th April 2023
30/4/23 1/5/22
£    £   
Cash and cash equivalents 460,894 -


3. ANALYSIS OF CHANGES IN NET DEBT

At 1/5/23 Cash flow At 30/4/24
£    £    £   
Net cash
Cash at bank and in hand 460,894 (349,296 ) 111,598
460,894 (349,296 ) 111,598
Debt
Finance leases (5,283 ) 5,283 -
Debts falling due within 1 year (233,333 ) (166,667 ) (400,000 )
Debts falling due after 1 year (1,766,667 ) 433,334 (1,333,333 )
(2,005,283 ) 271,950 (1,733,333 )
Total (1,544,389 ) (77,346 ) (1,621,735 )

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
for the Year Ended 30th April 2024


1. STATUTORY INFORMATION

ECC (TOPCO) Limited is a private company, limited by share capital and incorporated in England and Wales, registration number 12889967. The address of the registered office is Plaza Group, 32 Broughton Street, Manchester, M8 8NN. The principal places of business are as follows:

Victors Hale, Victors Alderley Edge Victors Oxford
169-171 Ashley Road, 46 London Road, 307 The Westgate
Altrincham Alderley Edge Oxford
WA15 9SD SK9 7DZ OX1 1PG

Victors Newcastle Neighbourhood Leeds Neighbourhood Liverpool
106 Quayside 5 Greek Street 62 Castle Street
Newcastle Upon Tyne, Leeds Liverpool
NE1 3DX LS1 5RW L2 7LQ

2. ACCOUNTING POLICIES

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The financial statements for ECC Tradeco are prepared to the last Sunday in April and therefore include the results for the 52 weeks ended 28 April 2024 in these group financial statements.

Going concern
The concept of going concern is an underlying assumption in the production of financial statements. As there are net liabilities there is a question mark over going concern. Although there is no formal agreement in place the director has indicated he will continue to provide financial support to the company for at least the next 12 months.

Basis of consolidation
The consolidated financial statements include the financial statements of the company and its subsidiary undertakings made up to 28 April 2024. A subsidiary is an entity that is controlled by the parent. The results of subsidiary undertakings are included in the profit or loss and other comprehensive income from the date that control commences until the date that control ceases. Control is established when the company has the power to govern the operating and financial policies of an entity as to obtain benefits from its activities. In assessing control, the group takes into consideration potential voting rights that are currently exercisable.

Related party exemption
The company has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group.

Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements.

Turnover
Turnover represents amounts recognised by the company in respect of goods and services supplied, exclusive of Value Added Tax and trade discounts. Turnover principally consists of income received relating to food and beverage sales in restaurants including potential service charges for customers, which are recognised at the point of which the goods or services are provided.

Goodwill
Goodwill, being the amount paid in connection with the acquisition of a business has been fully amortised.

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


2. ACCOUNTING POLICIES - continued

Intangible assets
Intangible assets are initially measured at cost. After initial recognition, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

Computer software is being amortised evenly over its estimated useful life of ten years.

The carrying amounts of the company's assets are reviewed for impairment when events or changes in circumstances indicate that the carrying amount of the fixed asset may not be recoverable. If any such indication exists, the asset's recoverable amount is estimated and an impairment provision made if appropriate.

Tangible fixed assets
Tangible fixed assets are stated at cost less accumulated depreciation and accumulated impairment losses.

Depreciation on tangible fixed assets is charged to the profit and loss so as to write off their value, over their estimated useful lives, using the following methods:

-Short leasehold-over the life of the lease
-Fixture & Fittings-10% straight line
-Computer Equipment-25% straight line

At each balance sheet date, the Company reviews the carrying amounts of its fixed assets to determine whether there is any indication that any items have suffered an impairment loss. If any such indication exists, the recoverable amount of an 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 the asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. Impairment loss is recognised as an expense immediately.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Investments in Subsidiaries
Investments in subsidiary undertakings, associates and joint ventures are stated at cost.

Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell and is based on the average costing method.

Taxation
Taxation for the year comprises of deferred tax. Tax is recognised in the profit and loss account, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Deferred taxation assets and liabilities are not discounted.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


2. ACCOUNTING POLICIES - continued

Pension costs and other post-retirement benefits
The group operates a defined contribution pension scheme. Contributions payable to the group's pension scheme are charged to profit or loss in the period to which they relate.

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 Balance Sheet. The assets of the plan are held separately from the Company in independently administered funds.

Trade and other debtors
Trade and other debtors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method, less impairment losses for bad and doubtful debts except where the effect of discounting would be immaterial. In such cases, the receivables are stated at cost less impairment losses for bad and doubtful debts.

Trade and other creditors
Trade and other creditors are initially recognised at fair value and thereafter stated at amortised cost using the effective interest method unless the effect of discounting would be immaterial, in which case they are stated at cost.

Cash and cash equivalents
Cash and cash equivalents are represented by cash at bank and in hand. Bank borrowings are included within creditors.

3. TURNOVER

The turnover and loss before taxation are attributable to the one principal activity of the group.

An analysis of turnover by class of business is given below:

2024 2023
£    £   
Food 7,495,022 5,644,553
Beverages 6,527,249 7,143,316
Service charges 363,067 232,814
14,385,338 13,020,683

An analysis of turnover by geographical market is given below:

2024 2023
£    £   
United Kingdom 14,385,338 13,020,683
14,385,338 13,020,683

4. EMPLOYEES AND DIRECTORS
2024 2023
£    £   
Wages and salaries 4,872,890 4,795,884
Social security costs 430,169 438,168
Other pension costs 74,670 70,355
5,377,729 5,304,407

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


4. EMPLOYEES AND DIRECTORS - continued

The average number of employees during the year was as follows:
2024 2023

Management 77 87
Other 227 227
304 314

There is nothing to report in respect of Director's Remuneration or benefits during the year.

5. OPERATING LOSS

The operating loss is stated after charging:

2024 2023
£    £   
Depreciation - owned assets 462,293 357,037
Loss on disposal of fixed assets 25,681 -
Goodwill amortisation - 324,133
Computer software amortisation 1,388 1,388

6. EXCEPTIONAL ITEMS

The exceptional costs recognised in the period end are as follows:

2024 2023
£ £
Irrecoverable project expenditure 452,992 58,763
Irrecoverable related party bad debt 249,972 527,257
Redundancy fees 90,198 -
Other exceptional costs 15,991 -
809,153 586,020

Irrecoverable project expenditure relates to a lease for a potential Neighbourhood venue in London. Post pandemic footfall remained depressed in central London and the director felt it was prudent not to develop this site. The lease has been rescinded and the associated costs including assets with a net book value of £247,760 written off.

Irrecoverable related party bad debt has arisen from the company providing a loan to a restaurant venture in Notting Hill. The venture is unable to repay the loan so the director has decided to write off the loan.

Redundancy costs relate to a reduction in head count at head office level due to no longer supporting the above London sites.

7. INTEREST PAYABLE AND SIMILAR EXPENSES
2024 2023
£    £   
Bank loan interest 188,363 120,291
Interest payable 28,937 -
217,300 120,291

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


8. TAXATION

Analysis of the tax charge
The tax charge on the loss for the year was as follows:
2024 2023
£    £   
Deferred tax 10,085 698,605
Tax on loss 10,085 698,605

Reconciliation of total tax charge included in profit and loss
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£    £   
Loss before tax (749,825 ) (1,410,847 )
Loss multiplied by the standard rate of corporation tax in the UK of 19 %
(2023 - 19 %)

(142,467

)

(268,061

)

Effects of:
Expenses not deductible for tax purposes 7,372 167,326
Capital allowances in excess of depreciation - (253,995 )
Depreciation in excess of capital allowances 10,583 -
Losses carried forward 124,512 354,730
Deferred Tax 10,085 698,605
Total tax charge 10,085 698,605

9. INDIVIDUAL PROFIT AND LOSS ACCOUNT

As permitted by Section 408 of the Companies Act 2006, the Profit and Loss Account of the parent company is not presented as part of these financial statements.


10. INTANGIBLE FIXED ASSETS

Group
Computer
Goodwill software Totals
£    £    £   
COST
At 1st May 2023
and 30th April 2024 324,133 13,877 338,010
AMORTISATION
At 1st May 2023 324,133 3,701 327,834
Amortisation for year - 1,388 1,388
At 30th April 2024 324,133 5,089 329,222
NET BOOK VALUE
At 30th April 2024 - 8,788 8,788
At 30th April 2023 - 10,176 10,176

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


11. TANGIBLE FIXED ASSETS

Group
Assets Fixtures
under Short and Computer
construction leasehold fittings equipment Totals
£    £    £    £    £   
COST
At 1st May 2023 215,923 2,052,991 2,016,444 236,776 4,522,134
Additions - 6,240 409,065 39,861 455,166
Disposals - (203,760 ) (89,055 ) (2,837 ) (295,652 )
Reclassification/transfer (215,923 ) 131,519 84,404 - -
At 30th April 2024 - 1,986,990 2,420,858 273,800 4,681,648
DEPRECIATION
At 1st May 2023 - 243,685 297,930 76,168 617,783
Charge for year - 169,988 230,538 61,767 462,293
Eliminated on disposal - (16,308 ) (4,500 ) (1,493 ) (22,301 )
At 30th April 2024 - 397,365 523,968 136,442 1,057,775
NET BOOK VALUE
At 30th April 2024 - 1,589,625 1,896,890 137,358 3,623,873
At 30th April 2023 215,923 1,809,306 1,718,514 160,608 3,904,351

12. STOCKS

Group
2024 2023
£    £   
Stocks 159,623 164,212

13. DEBTORS

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year:
Trade debtors 56,337 165,156 - -
Amounts owed by group undertakings - - 545,897 1,893,214
Other debtors 363,237 466,257 - -
Tax 111,708 192,561 - -
Called up share capital not paid 4 4 4 4
Prepayments 350,823 441,111 - -
882,109 1,265,089 545,901 1,893,218

Amounts falling due after more than one year:
Amounts owed by group undertakings - - 892,923 -

Aggregate amounts 882,109 1,265,089 1,438,824 1,893,218

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


14. CURRENT ASSET INVESTMENTS

Company
2024 2023
£    £   
Shares in group undertakings 90 90

The following were subsidiary undertakings of the company:

Name Country of incorporation Class of shares Holding Principal activity
ECC Tradeco Limited England and Wales Ordinary 100% Trading Company
ECC Midco Limited England and Wales Ordinary 100% Dormant

The following were subsidiary undertakings of the company:

Name Country of incorporation Class of shares Holding Principal activity
ECC Holdco Limited * England and Wales Ordinary 100% Leasehold Company
Victorshal Limited England and Wales Ordinary 100% Leasehold Company
Victorsald Limited England and Wales Ordinary 100% Leasehold Company
Victorsoxf Limited England and Wales Ordinary 100% Leasehold Company
Victorsnewc Limited England and Wales Ordinary 100% Leasehold Company
Neighbourhoodleeds Limited England and Wales Ordinary 100% Leasehold Company
Neighbourhoodliv Limited England and Wales Ordinary 100% Leasehold Company

The registered office of the above mentioned companies with the exception of ECC Holdco Limited is Plaza Group, 32 Broughton Street, Manchester, United Kingdom, M8 8NN; the principal places of business can be found in note 1 of these financial statements.

The financial year end of all of the subsidiaries is on 30 April 2024 with the exception of ECC Tradeco which has a year end of 28 April 2024.

* ECC Holdco Limited entered into liquidation on 4 April 2024 and has a registered office of Suite 5, 2nd Floor Regent Centre, Gosforth, Newcastle Upon Tyne, NE3 3LS.

15. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans and overdrafts (see note 17) 400,000 233,333 400,000 233,333
Hire purchase contracts (see note 18) - 5,283 - -
Trade creditors 1,731,679 2,002,508 - -
Amounts owed to group undertakings - - 90 90
Social security and other taxes 121,032 304,581 - -
VAT 855,538 356,104 - -
Other creditors 347,082 249,850 - -
Loan notes 1,200,000 1,200,000 - -
Accruals and deferred income 776,239 834,630 - -
5,431,570 5,186,289 400,090 233,423

The loan notes are unsecured and carry no interest charge.

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


16. CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

Group Company
2024 2023 2024 2023
£    £    £    £   
Bank loans (see note 17) 1,333,333 1,766,667 1,333,333 1,766,667

17. LOANS

An analysis of the maturity of loans is given below:

Group Company
2024 2023 2024 2023
£    £    £    £   
Amounts falling due within one year or on demand:
Bank loans 400,000 233,333 400,000 233,333
Amounts falling due between one and two years:
Bank loans - 1-2 years 400,000 400,000 400,000 400,000
Amounts falling due between two and five years:
Bank loans - 2-5 years 933,333 1,200,000 933,333 1,200,000
Amounts falling due in more than five years:
Repayable by instalments
Bank loans more 5 yr by instal - 166,667 - 166,667

HSBC Bank plc has a cross company guarantee and has a fixed and floating charge over all the assets of the group.

18. LEASING AGREEMENTS

Minimum lease payments fall due as follows:

Group
Hire purchase contracts
2024 2023
£    £   
Net obligations repayable:
Within one year - 5,283

Group
Non-cancellable operating leases
2024 2023
£    £   
Within one year 628,100 629,453
Between one and five years 2,351,466 2,408,790
In more than five years 2,292,637 2,784,213
5,272,203 5,822,456

ECC (TOPCO) LIMITED (REGISTERED NUMBER: 12889967)

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued
for the Year Ended 30th April 2024


19. PROVISIONS FOR LIABILITIES

Group
2024 2023
£    £   
Deferred tax 890,446 961,214

Group
Deferred
tax
£   
Balance at 1st May 2023 961,214
Credit to Profit and Loss Account during year (70,768 )
Balance at 30th April 2024 890,446

20. CALLED UP SHARE CAPITAL

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £    £   
4 Ordinary £1.00 4 4

21. RELATED PARTY DISCLOSURES

During the period, management fees, salary and other overhead recharges totalling £75,000 (2023: £70,000) were incurred from companies under common control. There was £59,564 (2023: £36,000) outstanding at the reporting date.

During the period, salary and other overhead recharges of £259,176 (2023: £942,232) were charged to companies under common control. There was £81,726 (2023: £58,161) owed at the reporting date after bad debt provisions of £249,972 (2023: £527,257).

A connected party of the director holds loan notes of £400,000.

22. ULTIMATE CONTROLLING PARTY

The ultimate controlling parties are Mr N Handa and Mrs A Handa by virtue of their shareholding.