Company Registration No. SC453919 (Scotland)
DEVIL'S ADVOCATE LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
DEVIL'S ADVOCATE LIMITED
COMPANY INFORMATION
Directors
C J Stewart
A J Aiton
Company number
SC453919
Registered office
7 Advocates Close
Edinburgh
EH1 1ND
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
DEVIL'S ADVOCATE LIMITED
CONTENTS
Page
Directors' report
1 - 3
Directors' responsibilities statement
4
Independent auditor's report
5 - 8
Group statement of comprehensive income
9
Group balance sheet
10
Company balance sheet
11
Group statement of changes in equity
12
Company statement of changes in equity
13
Notes to the financial statements
14 - 26
DEVIL'S ADVOCATE LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 JUNE 2024
- 1 -

The directors present their annual report and financial statements for the period ended 30 June 2024.

 

The company's accounting reference date is 27 June 2024 however, the company has taken advantage of the option available under S390(3) of the Companies Act 2006 to prepare its group financial statements for the period to 30 June 2024.

Principal activities

The principal activity of the company and group during the period was the operation of licensed bars and restaurants as well as that of a wine and spirit merchant.

Results and dividends

The results for the period are set out on page 9.

No ordinary dividends were paid. The directors do not recommend payment of a further dividend.

Directors

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

C J Stewart
A J Aiton
Qualifying third party indemnity provisions

The company has made qualifying third party indemnity provisions for the benefit of its directors during the period. These provisions remain in force at the reporting date.

Auditor

The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Statement of disclosure to auditor

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

DEVIL'S ADVOCATE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 2 -
Going Concern

The Group has reported a loss after tax of £492.3k , has net liabilities of £451.5k at the balance sheet date. In assessing the ability of the Group to continue as a going concern, the directors have taken into consideration the financial implications of the group restructuring that has taken place post year end (see note 16) and have made enquiries into the adequacy of the Group' financial resources, through a review of their budget and medium-term financial plan, including cash flow forecasts for the remaining group post-restructure. The remaining group will consist of the operation of the Devil's Advocate Limited and Bon Vivant Limited company only operations.

 

The Group has modelled a ‘base case’ forecast in which recent momentum of sales, profit and cash flow growth is sustained. Within this forecast, the Group has anticipated continued high level of inflation, particularly on wages, utility costs and business development. The base case scenario indicates that the Group will have sufficient resources to continue to settle its liabilities as they fall due and operate within its financial covenants for the going concern assessment period.

 

At the period end, the Group and Company had bank loans payable of £1.4m. The directors are satisfied that the Group and Company will have access to sufficient bank loan facilities for a minimum period of 12 months from the date of approval of these financial statements.

 

The company’s parent has indicated that it will continue to provide financial support to the Company and will not call for the repayment of the amount owing for at least a period of 12 months from the signing of the financial statements.

 

After due consideration of the matters set out above, the directors have satisfied themselves that the Group will continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

Events after reporting period

The Devil’s Advocate Group has committed to a restructuring exercise post year-end that will result in the cessation of trade of El Cartel Mexicana Limited and Bacchus & Liber Limited, entities over which the company has control, and the transfer of the trade and assets of Lady Libertine Limited to St Andrew Square (Property) Limited, an entity under common control. In considering the impact of the restructuring exercise, the directors were clear that the decision, as well as accelerating progress with the core strategic medium-term goals of increasing adjusted EBITDA and deleveraging the Group, was also in the interests of suppliers and other stakeholders.

 

The Group had faced difficulties during the Covid pandemic and the subsequent cost-of-living crisis, hence the decision taken is to enable the Group to place greater focus on enhancing performance within the remaining companies across the Group as well as supporting the transfer of the Lady Libertine restaurant to St Andrew Square (Property) Limited in order to complement the current offering at The Edinburgh Grand and The Register Club which will achieve an improved commercial outlook on a wider group basis.

 

Following an assessment by the directors, no adjustments have been made in the financial statements for impairment of assets or the recognition of onerous contracts as a result of the group restructuring exercise. The result of the restructuring significantly improves the outlook of the Group and continues to hold sufficient headroom within its covenants.

Small companies exemption

This report has been prepared in accordance with the provisions applicable to companies entitled to the small companies exemption.

DEVIL'S ADVOCATE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 3 -
On behalf of the board
A J Aiton
Director
25 June 2025
DEVIL'S ADVOCATE LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 30 JUNE 2024
- 4 -

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

 

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). 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 group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

 

 

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

DEVIL'S ADVOCATE LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF DEVIL'S ADVOCATE LIMITED
- 5 -
Opinion

We have audited the financial statements of Devil's Advocate Limited ('the parent company') and its subsidiaries ('the group') for the period ended 30 June 2024, which comprise the Group Statement of Comprehensive Income, Group Balance Sheet, Company Balance Sheet, Group Statement of Changes in Equity, Company Statement of Changes in Equity and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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 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 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 or 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 Report. Our opinion on the financial statements does not cover the other information and , except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparently 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:

 

DEVIL'S ADVOCATE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DEVIL'S ADVOCATE LIMITED
- 6 -
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 their environment obtained in the course of the audit, we have not identified material misstatements in 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:

We have nothing to report in these respects.

Responsibilities of directors

As explained more fully in the Directors' responsibilities statement set out on page 3, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the group's and 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements

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

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

Extent to which the audit is considered capable of detecting irregularities, including fraud

 

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.

We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.

 

All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

DEVIL'S ADVOCATE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DEVIL'S ADVOCATE LIMITED
- 7 -
Extent to which the audit is considered capable of detecting irregularities, including fraud (Continued)

We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:

We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance. We corroborated these enquiries through out review of submitted returns, external inspections, relevant correspondence with regulatory bodies and board meeting minutes.

We assessed the susceptibility of the group's and parent company's financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. In areas of the financial statements where the risks were considered to be higher, we performed procedures to address each identified risk. We identified a heightened fraud risk in relation to:

In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:

Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve international concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements the less likely we would become aware of it.

DEVIL'S ADVOCATE LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF DEVIL'S ADVOCATE LIMITED
- 8 -

Use of our report

This report is made solely to the parent 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 parent 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 parent company and the parent company's members as a body for oru audit work, for this report, or for the opinions we have formed.

James Hamilton (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
25 June 2025
Chartered Accountants
Statutory Auditor
227 West George Street
Glasgow
G2 2ND
DEVIL'S ADVOCATE LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 JUNE 2024
- 9 -
Period
Period
ended
ended
30 June
25 June
2024
2023
£
£
Turnover
6,611,742
6,791,458
Cost of sales
(2,289,748)
(2,302,468)
Gross profit
4,321,994
4,488,990
Administrative expenses
(4,850,587)
(4,443,538)
Operating (loss)/profit
(528,593)
45,452
Interest receivable and similar income
95
440
Interest payable and similar expenses
(107,848)
(79,825)
Loss before taxation
(636,346)
(33,933)
Tax on loss
144,701
4,295
Loss and total comprehensive expenditure for the financial period
(491,645)
(29,638)
Loss for the financial period is all attributable to the owners of the parent company.
Total comprehensive (expenditure) for the period is all attributable to the owners of the parent company.
DEVIL'S ADVOCATE LIMITED
GROUP BALANCE SHEET
AS AT
30 JUNE 2024
30 June 2024
- 10 -
30 June
25 June
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
4
-
-
Tangible assets
5
1,506,725
1,729,316
1,506,725
1,729,316
Current assets
Stocks
118,303
124,966
Debtors
8
830,258
1,057,401
Cash at bank and in hand
199,110
388,171
1,147,671
1,570,538
Creditors: amounts falling due within one year
9
(2,099,227)
(2,077,568)
Net current liabilities
(951,556)
(507,030)
Total assets less current liabilities
555,169
1,222,286
Creditors: amounts falling due after more than one year
10
(947,745)
(1,068,766)
Provisions for liabilities
11
(58,296)
(112,747)
Net (liabilities)/assets
(450,872)
40,773
Capital and reserves
Called up share capital
12
121
121
Share premium account
103,781
103,781
Profit and loss reserves
(554,774)
(63,129)
Total equity
(450,872)
40,773

These financial statements have been prepared in accordance with the provisions applicable to groups and companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 June 2025 and are signed on its behalf by:
25 June 2025
A J Aiton
Director
DEVIL'S ADVOCATE LIMITED
COMPANY BALANCE SHEET
AS AT 30 JUNE 2024
30 June 2024
- 11 -
30 June
25 June
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
5
68,171
97,201
Investments
6
4
4
68,175
97,205
Current assets
Stocks
31,491
35,841
Debtors
8
2,385,963
2,496,136
Cash at bank and in hand
63,716
187,450
2,481,170
2,719,427
Creditors: amounts falling due within one year
9
(2,168,027)
(2,029,851)
Net current assets
313,143
689,576
Total assets less current liabilities
381,318
786,781
Creditors: amounts falling due after more than one year
10
(889,043)
(999,014)
Provisions for liabilities
11
-
(2,614)
Net liabilities
(507,725)
(214,847)
Capital and reserves
Called up share capital
12
121
121
Share premium account
103,781
103,781
Profit and loss reserves
(611,627)
(318,749)
Total equity
(507,725)
(214,847)

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £292,878 (2023: £114,145 profit).

These financial statements have been prepared in accordance with the provisions applicable to companies subject to the small companies regime.

The financial statements were approved by the board of directors and authorised for issue on 25 June 2025 and are signed on its behalf by:
25 June 2025
A J Aiton
Director
Company Registration No. SC453919
DEVIL'S ADVOCATE LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
- 12 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 27 June 2022
121
103,781
(33,491)
70,411
Period ended 25 June 2023:
Loss and total comprehensive expenditure for the period
-
-
(29,638)
(29,638)
Balance at 25 June 2023
121
103,781
(63,129)
40,773
Period ended 30 June 2024:
Loss and total comprehensive expenditure for the period
-
-
(491,645)
(491,645)
Balance at 30 June 2024
121
103,781
(554,774)
(450,872)
DEVIL'S ADVOCATE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 JUNE 2024
- 13 -
Share capital
Share premium account
Profit and loss reserves
Total
£
£
£
£
Balance at 27 June 2022
121
103,781
(432,894)
(328,992)
Period ended 25 June 2023:
Profit and total comprehensive income for the period
-
-
114,145
114,145
Balance at 25 June 2023
121
103,781
(318,749)
(214,847)
Period ended 30 June 2024:
Loss and total comprehensive expenditure for the period
-
-
(292,878)
(292,878)
Balance at 30 June 2024
121
103,781
(611,627)
(507,725)
DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 JUNE 2024
- 14 -
1
Accounting policies
Company information

Devil's Advocate Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office is 7 Advocates Close, Edinburgh, EH1 1ND.

 

The group consists of Devil's Advocate Limited and all of its subsidiaries.

1.1
Accounting convention

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime. The disclosure requirements of section 1A of FRS 102 have been applied other than where additional disclosure is required to show a true and fair view.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

 

Under Section 1A Small Entities of FRS 102 the company is not required to prepare a cash flow statement.

1.2
Business combinations

In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries are accounted for at cost less impairment.

1.3
Basis of consolidation

The consolidated group financial statements consist of the financial statements of the parent company Devil's Advocate Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

 

All financial statements are made up to 30 June 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

 

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 15 -
1.4
Going concern

The Group has reported a loss after tax of £492.3k , has net liabilities of £451.5k at the balance sheet date. In assessing the ability of the Group to continue as a going concern, the directors have taken into consideration the financial implications of the group restructuring that has taken place post year end (see note 16) and have made enquiries into the adequacy of the Group' financial resources, through a review of their budget and medium-term financial plan, including cash flow forecasts for the remaining group post-restructure. The remaining group will consist of the operation of the Devil's Advocate Limited and Bon Vivant Limited company only operations.

 

The Group has modelled a ‘base case’ forecast in which recent momentum of sales, profit and cash flow growth is sustained. Within this forecast, the Group has anticipated continued high level of inflation, particularly on wages, utility costs and business development. The base case scenario indicates that the Group will have sufficient resources to continue to settle its liabilities as they fall due and operate within its financial covenants for the going concern assessment period.

 

At the period end, the Group and Company had bank loans payable of £1.4m. The directors are satisfied that the Group and Company will have access to sufficient bank loan facilities for a minimum period of 12 months from the date of approval of these financial statements.

 

The company’s parent has indicated that it will continue to provide financial support to the Company and will not call for the repayment of the amount owing for at least a period of 12 months from the signing of the financial statements.

 

After due consideration of the matters set out above, the directors have satisfied themselves that the Group will continue in operational existence for the foreseeable future. Thus, the directors continue to adopt the going concern basis of accounting in preparing the financial statements.

1.5
Reporting period

The company has taken the option available under s390(3) of the Companies Act 2006 and prepared its financial statements to 30 June 2024. The financial statements for the current period therefore cover the period from 26 June 2023 to 30 June 2024 with the comparative period covering 27 June 2022 to 25 June 2023. As a result, comparative amounts presented in the financial statements (including the related notes) are not entirely comparable.

1.6
Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes.

1.7
Intangible fixed assets - goodwill

Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 10 years.

 

For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.

1.8
Tangible fixed assets

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 16 -

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Leasehold land and buildings
5%-33% straight line
Leasehold improvements
5%-20% straight line
Plant and equipment
10%-100% straight line
Fixtures and fittings
15%-33% straight line
Computer Equipment
15%-33% straight line
Motor vehicles
15% straight line

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.

1.9
Fixed asset investments

In the parent company financial statements, interests in subsidiaries entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in the statement of comprehensive income.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

1.10
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 company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.

 

If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of comprehensive income.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the statement of comprehensive income.

1.11
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 17 -

At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the statement of comprehensive income. Reversals of impairment losses are also recognised in the statement of comprehensive income.

1.12
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand and deposits held at call with banks.

1.13
Financial instruments

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

 

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

 

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting end date.

 

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.

 

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.

Derecognition of financial assets

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Classification of financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 18 -
Basic financial liabilities

Basic financial liabilities, including certain creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

 

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

 

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Derecognition of financial liabilities

Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.

1.14
Equity instruments

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

1.15
Taxation

The tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

 

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
1
Accounting policies
(Continued)
- 19 -
1.16
Employee benefits

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

 

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

 

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

1.17
Retirement benefits

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

1.18
Leases

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

2
Judgements and key sources of estimation uncertainty

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

 

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

Key sources of estimation uncertainty

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Carrying value of tangible fixed assets

At each reporting period end date, the directors review the carrying value of the group's fixed 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). The assessment of recoverable amount involves judgement over net sales value and future cash generation attributable to the underlying assets.

 

The carrying value of the group's tangible fixed assets is outlined at note 5.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 20 -
3
Employees

The average monthly number of persons (including directors) employed by the group and company during the period was:

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
127
133
59
57
4
Intangible fixed assets
Group
Goodwill
£
Cost
At 26 June 2023 and 30 June 2024
29,780
Amortisation and impairment
At 26 June 2023 and 30 June 2024
29,780
Carrying amount
At 30 June 2024
-
0
At 25 June 2023
-
0
The company had no intangible fixed assets at 30 June 2024 or 25 June 2023.
DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 21 -
5
Tangible fixed assets
Group
Leasehold land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 26 June 2023
2,236,860
1,072,968
3,309,828
Additions
11,825
41,699
53,524
Disposals
(12,722)
(26,583)
(39,305)
At 30 June 2024
2,235,963
1,088,084
3,324,047
Depreciation and impairment
At 26 June 2023
820,577
759,935
1,580,512
Depreciation charged in the period
137,219
125,229
262,448
Eliminated in respect of disposals
(7,651)
(17,987)
(25,638)
At 30 June 2024
950,145
867,177
1,817,322
Carrying amount
At 30 June 2024
1,285,818
220,907
1,506,725
At 25 June 2023
1,416,283
313,033
1,729,316
Company
Leasehold land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 26 June 2023
277,707
256,738
534,445
Additions
4,478
17,234
21,712
At 30 June 2024
282,185
273,972
556,157
Depreciation and impairment
At 26 June 2023
231,299
205,945
437,244
Depreciation charged in the period
24,379
26,363
50,742
At 30 June 2024
255,678
232,308
487,986
Carrying amount
At 30 June 2024
26,507
41,664
68,171
At 25 June 2023
46,408
50,793
97,201
DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 22 -
6
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
0
-
0
4
4
-
0
-
0
4
4
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost
At 26 June 2023 and 30 June 2024
4
Carrying amount
At 30 June 2024
4
At 25 June 2023
4
7
Subsidiaries

Details of the company's subsidiaries at 30 June 2024 are as follows:

Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Bon V Limited
See below
Operations of licenced restaurants
Ordinary
100.00
Lady Libertine Ltd
See below
Operations of licenced restaurants*
Ordinary
100.00
Bacchus&Liber Ltd
See below
Wine and spirit merchant*
Ordinary
100.00
El Cartel Mexicana Ltd
See below
Operations of licenced restaurants*
Ordinary
100.00

The registered office of Bon V Limited, Lady Libertine Limited and El Cartel Mexicana Ltd is 7 Advocate's Close, Edinburgh, EH1 1ND.

 

Bon V Limited (Company registration number SC448443), Lady Libertine Ltd (Company registration number SC611811), Bacchus&Liber Ltd (Company registration number SC393359) and El Cartel Mexicana Ltd (Company registration number SC571805) have taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.

* Nature of business is relevant for the period which these financial statements have been prepared. See note 16 for restructuring details which have impacted the future nature of business.

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 23 -
8
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
17,275
19,516
10,663
7,679
Amounts owed by group undertakings
2,278
16,739
1,746,146
1,755,316
Other debtors
720,455
1,021,146
538,904
733,141
740,008
1,057,401
2,295,713
2,496,136
Amounts falling due after more than one year:
Deferred tax asset
90,250
-
90,250
-
Total debtors
830,258
1,057,401
2,385,963
2,496,136

Amounts owed by group undertakings are interest free and repayable on demand.

 

Other debtors includes amounts owed by companies under common control of £8,920 (2023: £38,943).

9
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
154,833
102,250
154,833
102,250
Trade creditors
415,692
520,354
138,326
118,949
Amounts owed to group undertakings
30,891
110,771
1,078,607
1,054,610
Taxation and social security
675,347
432,256
276,331
188,491
Other creditors
822,464
911,937
519,930
565,551
2,099,227
2,077,568
2,168,027
2,029,851

Bank loans above are secured by way of a floating charge held over the company's property and undertakings. There is also a cross company guarantee in place in respect of a floating charge over the property and undertakings of the subsidiary companies within the group.

 

Amounts owed to group undertakings are interest free and repayable on demand.

 

Other creditors included amounts owed to companies under common control of £290,566 (2023: £185,077) and preference shares which are classified as liabilities of £250,000 (2023: £250,000).

DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 24 -
10
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
889,043
999,014
889,043
999,014
Other creditors
58,702
69,752
-
0
-
0
947,745
1,068,766
889,043
999,014

Bank loans above are secured by way of a floating charge held over the company's property and undertakings. There is also a cross company guarantee in place in respect of a floating charge over the property and undertakings of the subsidiary companies within the group.

Amounts included above which fall due after five years are as follows:
Payable by instalments
363,304
468,890
363,304
468,890
11
Provisions for liabilities
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Deferred tax liabilities
58,296
112,747
-
0
2,614
12
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of 1p each
12,105
12,105
121
121
2024
2023
2024
2023
Preference share capital
Number
Number
£
£
Issued and fully paid
Preference shares of £1 each
250,000
250,000
250,000
250,000
Preference shares classified as liabilities
250,000
250,000
DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
- 25 -
13
Operating lease commitments
Lessee

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, as follows:

Group
Company
2024
2023
2024
2023
£
£
£
£
2,744,376
3,498,375
746,667
826,667

Following an operational decision taken post year-end, the lease of the unit at 15-16 Teviot Place was terminated on 23 September 2024, thus reducing the contracted minimum lease payments to £2,404,481.

14
Related party transactions
Transactions with related parties

The following amounts were outstanding at the reporting end date:

Amounts due to related parties
2024
2023
£
£
Group
Entities with control, joint control or significant influence over the group
3,613,251
3,578,755
Other related parties
290,566
177,077
Company
Entities over which the company has control, joint control or significant influence
1,049,991
1,007,397
Other related parties
132,010
104,662

The following amounts were outstanding at the reporting end date:

Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Entities with control, joint control or significant influence over the group
3,599,755
3,484,723
Other related parties
8,920
38,943
Company
Entities over which the company has control, joint control or significant influence
1,743,868
1,750,420
Other related parties
9,873
27,624
Other information
DEVIL'S ADVOCATE LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE PERIOD ENDED 30 JUNE 2024
14
Related party transactions
(Continued)
- 26 -

In addition to the above balances, £60,000 (2023: £60,000) was due by the company and group to a company director at the reporting date.

15
Controlling party

The ultimate parent company is CSG Commercial Limited, a company whose registered office is 12 Hope Street, Edinburgh, EH2 4DB. CSG Commercial Limited is the largest group for which group accounts are prepared and a copy of the accounts can be obtained from the Companies House online register at https://www.gov.uk/government/organisations/companies-house.

The ultimate controlling party is Christopher Stewart.

16
Group restructuring

The Devil’s Advocate Group has committed to a restructuring exercise post year-end that will result in the cessation of trade of El Cartel Mexicana Limited and Bacchus & Liber Limited, entities over which the company has control, and the transfer of the trade and assets of Lady Libertine Limited to St Andrew Square (Property) Limited, an entity under common control. In considering the impact of the restructuring exercise, the directors were clear that the decision, as well as accelerating progress with the core strategic medium-term goals of increasing adjusted EBITDA and deleveraging the Group, was also in the interests of suppliers and other stakeholders.

 

The Group had faced difficulties during the Covid pandemic and the subsequent cost-of-living crisis, hence the decision taken is to enable the Group to place greater focus on enhancing performance within the remaining companies across the Group as well as supporting the transfer of the Lady Libertine restaurant to St Andrew Square (Property) Limited in order to complement the current offering at The Edinburgh Grand and The Register Club which will achieve an improved commercial outlook on a wider group basis.

 

Following an assessment by the directors, no adjustments have been made in the financial statements for impairment of assets or the recognition of onerous contracts as a result of the group restructuring exercise. The result of the restructuring significantly improves the outlook of the Group and continues to hold sufficient headroom within its covenants.  

 

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