Company registration number 03914051 (England and Wales)
SPEARMINT RHINO VENTURES (UK) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
SPEARMINT RHINO VENTURES (UK) LIMITED
COMPANY INFORMATION
Directors
Ms K Vercher
Mr J R Specht
Secretary
Spearmint Rhino Secretarial Services Limited
Company number
03914051
Registered office
64 Hagley Road
Birmingham
United Kingdom
B16 8PF
Auditor
Azets Audit Services
Gladstone House
77-79 High Street
Egham
Surrey
United Kingdom
TW20 9HY
SPEARMINT RHINO VENTURES (UK) LIMITED
CONTENTS
Page
Directors' report
1 - 2
Independent auditor's report
3 - 5
Group statement of comprehensive income
6
Group balance sheet
7
Company balance sheet
8
Group statement of changes in equity
9
Company statement of changes in equity
10
Notes to the financial statements
11 - 19
SPEARMINT RHINO VENTURES (UK) LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -

The directors present their annual report and financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of the group is the operation of nightclubs.

Results and dividends

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

Directors

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

Ms K Vercher
Mr J R Specht
Auditor

In accordance with the company's articles, a resolution proposing that Azets Audit Services be reappointed as auditor of the group will be put at a General Meeting.

Statement of directors' responsibilities

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.

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.

Small companies exemption

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

SPEARMINT RHINO VENTURES (UK) LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
On behalf of the board
Mr J R Specht
Director
3 July 2025
SPEARMINT RHINO VENTURES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF SPEARMINT RHINO VENTURES (UK) LIMITED
- 3 -
Opinion

We have audited the financial statements of Spearmint Rhino Ventures (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the 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's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent company 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's and 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 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 our audit:

SPEARMINT RHINO VENTURES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SPEARMINT RHINO VENTURES (UK) LIMITED
- 4 -
Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and 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:

 

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the audit of the financial statements

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

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

SPEARMINT RHINO VENTURES (UK) LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF SPEARMINT RHINO VENTURES (UK) LIMITED
- 5 -

Extent to which the audit was 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 and on the Financial Reporting Council’s website, to detect material misstatements in respect of irregularities, including fraud.

 

We obtain and update our understanding of the entity, its activities, its control environment, and likely future developments, including in relation to the legal and regulatory framework applicable and how the entity is complying with that framework.  Based on this understanding, we identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion.  This includes consideration of the risk of acts by the entity that were contrary to applicable laws and regulations, including fraud.

 

In response to the risk of irregularities and non-compliance with laws and regulations, including fraud, we designed procedures which included:

 

 

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation.  This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance.  The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.

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 an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Paul Creasey (Senior Statutory Auditor)
For and on behalf of Azets Audit Services
14 July 2025
Chartered Accountants
Statutory Auditor
Gladstone House
77-79 High Street
Egham
Surrey
United Kingdom
TW20 9HY
SPEARMINT RHINO VENTURES (UK) LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
2024
2023
Notes
£
£
Turnover
2,156,550
2,011,310
Cost of sales
(1,131,737)
(1,018,505)
Gross profit
1,024,813
992,805
Administrative expenses
(1,924,807)
(877,415)
Other operating income
134,195
1,438,976
Operating (loss)/profit
(765,799)
1,554,366
Interest receivable and similar income
4
2,413
744
Interest payable and similar expenses
(68,926)
(5,520)
(Loss)/profit before taxation
(832,312)
1,549,590
Tax on (loss)/profit
1,099
(2,684)
(Loss)/profit for the financial year
16
(831,213)
1,546,906
(Loss)/profit for the financial year is all attributable to the owners of the parent company.
Total comprehensive income for the year is all attributable to the owners of the parent company.
SPEARMINT RHINO VENTURES (UK) LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 7 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
5
-
0
-
0
Tangible assets
6
3,069,135
1,907,747
Current assets
Stocks
22,469
24,620
Debtors
9
3,766,759
3,386,092
Cash at bank and in hand
210,033
396,512
3,999,261
3,807,224
Creditors: amounts falling due within one year
10
(4,848,590)
(2,832,570)
Net current (liabilities)/assets
(849,329)
974,654
Total assets less current liabilities
2,219,806
2,882,401
Creditors: amounts falling due after more than one year
13
(194,167)
(22,767)
Provisions for liabilities
(161,440)
(164,222)
Net assets
1,864,199
2,695,412
Capital and reserves
Called up share capital
14
100
8,261,279
Revaluation reserve
1,180,612
1,221,905
Capital redemption reserve
600,000
600,000
Profit and loss reserves
16
83,487
(7,387,772)
Total equity
1,864,199
2,695,412

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 3 July 2025 and are signed on its behalf by:
03 July 2025
Mr J R Specht
Director
SPEARMINT RHINO VENTURES (UK) LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 8 -
2024
2023
Notes
£
£
£
£
Fixed assets
Investments
7
470
470
Current assets
Debtors
9
2,907,520
953,246
Cash at bank and in hand
5,895
12,545
2,913,415
965,791
Creditors: amounts falling due within one year
10
(2,604,888)
(357,388)
Net current assets
308,527
608,403
Net assets
308,997
608,873
Capital and reserves
Called up share capital
14
100
8,261,279
Capital redemption reserve
600,000
600,000
Profit and loss reserves
16
(291,103)
(8,252,406)
Total equity
308,997
608,873

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 year was £299,876 (2023 - £1,227,090 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 3 July 2025 and are signed on its behalf by:
03 July 2025
Mr J R Specht
Director
Company Registration No. 03914051
SPEARMINT RHINO VENTURES (UK) LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
Share capital
Revaluation reserve
Capital redemption reserve
Capital contribution
Profit and loss reserves
Total
Notes
£
£
£
£
£
£
Balance at 1 January 2023
1,000
1,263,198
600,000
8,260,279
(8,684,762)
1,439,715
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
-
1,546,906
1,546,906
Issue of share capital
14
8,260,279
-
-
(8,260,279)
-
-
Dividends
-
-
-
-
(291,209)
(291,209)
Transfers
-
(41,293)
-
-
41,293
-
Balance at 31 December 2023
8,261,279
1,221,905
600,000
-
0
(7,387,772)
2,695,412
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
-
(831,213)
(831,213)
Transfers
-
(41,293)
-
-
41,293
-
Reducation of share capital
(8,261,179)
-
-
-
8,261,179
-
Balance at 31 December 2024
100
1,180,612
600,000
-
0
83,487
1,864,199
SPEARMINT RHINO VENTURES (UK) LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
Share capital
Capital redemption reserve
Capital contribution
Profit and loss reserves
Total
Notes
£
£
£
£
£
Balance at 1 January 2023
1,000
600,000
8,260,279
(9,188,287)
(327,008)
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
-
1,227,090
1,227,090
Issue of share capital
14
8,260,279
-
(8,260,279)
-
-
Dividends
-
-
-
(291,209)
(291,209)
Balance at 31 December 2023
8,261,279
600,000
-
0
(8,252,406)
608,873
Year ended 31 December 2024:
Loss and total comprehensive income for the year
-
-
-
(299,876)
(299,876)
Reduction of share capital
(8,261,179)
-
-
8,261,179
-
Balance at 31 December 2024
100
600,000
-
0
(291,103)
308,997
SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 11 -
1
Accounting policies
Company information

Spearmint Rhino Ventures (UK) Limited is a private company limited by shares incorporated in England and Wales. The registered office is 64 Hagley Road, Birmingham, United Kingdom, B16 8PF.

 

The group consists of Spearmint Rhino Ventures (UK) 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.

1.2
Basis of consolidation

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, joint ventures and associates are accounted for at cost less impairment.

The consolidated group financial statements consist of the financial statements of the parent company Spearmint Rhino Ventures (UK) Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.

 

All financial statements are made up to 31 December 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.

1.3
Going concern

After taking into account the economic conditions, the directors have a reasonable expectation that the group and company have adequate resources to continue in operational existence for the foreseeable future. Spearmint Rhino Companies Worldwide and the sole shareholder, John Gray, continue to be supportive of the company and its business. The group and company therefore continues to adopt the going concern basis in preparing its financial statements.

 

On an operational level, the clubs also relies upon the Entertainment licenses they hold remaining in place. The directors are confident that the licenses will not be revoked in the foreseeable future and on this basis consider it appropriate to prepare the financial statements on a going concern basis.

SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 12 -
1.4
Turnover

Turnover comprises revenue recognised by the group in respect of nightclub services and related goods supplied during the year, exclusive of Value Added Tax and trade discounts. Turnover is recognised on the date of supply.

1.5
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 5 years.

1.6
Tangible fixed assets

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

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

Leasehold land and buildings
over the remaining life of the lease
Fixtures and fittings
20% straight line
Motor vehicles
20% straight line or over life of the lease

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 profit and loss account.

1.7
Fixed asset investments

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

 

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

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.

1.8
Impairment of fixed assets

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible 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.

1.9
Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell, after making due allowance for obsolete and slow moving items.

1.10
Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.

SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 13 -
1.11
Financial instruments
Basic financial assets

Basic financial assets, which include 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.

Basic financial liabilities

Basic financial liabilities, including 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.

1.12
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 profit and loss account 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 profit and loss account, 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.

1.13
Retirement benefits

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

SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 14 -
1.14
Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

 

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation. Lease payments are treated as consisting of capital and interest elements. The interest is charged to profit or loss so as to produce a constant periodic rate of interest on the remaining balance of the liability.

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.

1.15
Foreign exchange

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

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.

Deferred tax

Deferred tax assets are raised to the extent that it is probable that future taxable profits will be available against which the unused tax losses and unused tax credits can be utilised.

3
Employees

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

Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
Total
32
32
3
3
SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 15 -
4
Interest receivable and similar income
2024
2023
£
£
Other interest receivable and similar income
2,413
744
5
Intangible fixed assets
Group
Goodwill
£
Cost
At 1 January 2024 and 31 December 2024
1,936,201
Amortisation and impairment
At 1 January 2024 and 31 December 2024
1,936,201
Carrying amount
At 31 December 2024
-
0
At 31 December 2023
-
0
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
6
Tangible fixed assets
Group
Land and buildings
Plant and machinery etc
Total
£
£
£
Cost
At 1 January 2024
3,412,668
864,322
4,276,990
Additions
1,240,226
-
0
1,240,226
At 31 December 2024
4,652,894
864,322
5,517,216
Depreciation and impairment
At 1 January 2024
1,523,496
845,747
2,369,243
Depreciation charged in the year
65,296
13,542
78,838
At 31 December 2024
1,588,792
859,289
2,448,081
Carrying amount
At 31 December 2024
3,064,102
5,033
3,069,135
At 31 December 2023
1,889,172
18,575
1,907,747
SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Tangible fixed assets
(Continued)
- 16 -
Company
Plant and machinery etc
£
Cost
At 1 January 2024 and 31 December 2024
261,244
Depreciation and impairment
At 1 January 2024 and 31 December 2024
261,244
Carrying amount
At 31 December 2024
-
0
7
Fixed asset investments
Group
Company
2024
2023
2024
2023
£
£
£
£
Investments in subsidiaries
-
0
-
0
470
470
8
Subsidiaries

Details of the company's subsidiaries at 31 December 2024 are as follows:

Name of undertaking
Nature of business
Class of
% Held
shares held
Direct
Bacchus Limited
Operation of a nightclub
Ordinary
0
RKW Limited
Non-trading entity
Ordinary
100.00
Sassy Productions Limited
Non-trading entity
Ordinary
100.00
Sonfield Developments Limited
Operation of a nightclub
Ordinary
100.00
Spearmint Rhino Companies (Birmingham) Limited
Operation of a nightclub
Ordinary
100.00
Spearmint Rhino Companies (Europe) Limited
Operation of a nightclub
Ordinary
100.00
SR Leicestershire Ltd
Holding company
Ordinary
100.00
Spearmit Rhino Secretarial Services Limited
Non-trading entity
Ordinary
100.00
The registered office for all of the subsidiaries is 64 Hagley Road, Birmingham, England, B16 8PF.
SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
9
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
125,772
56,996
-
0
-
0
Amounts owed by group undertakings
-
-
1,432,490
916,318
Other debtors
3,509,305
3,195,731
1,468,099
29,270
3,635,077
3,252,727
2,900,589
945,588
Deferred tax asset
11,682
13,365
6,931
7,658
3,646,759
3,266,092
2,907,520
953,246
Amounts falling due after more than one year:
Other debtors
120,000
120,000
-
-
Total debtors
3,766,759
3,386,092
2,907,520
953,246
10
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
11
10,000
10,000
-
0
-
0
Obligations under finance leases
12
5,683
6,287
-
0
-
0
Trade creditors
2,577,355
2,436,459
3,601
32,366
Amounts owed to group undertakings
-
0
-
0
972,339
115,166
Other taxation and social security
96,300
100,569
5,231
5,393
Other creditors
2,010,192
168,212
1,607,622
150,000
Accruals and deferred income
149,060
111,043
16,095
54,463
4,848,590
2,832,570
2,604,888
357,388
11
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
16,667
26,667
-
0
-
0
Payable within one year
10,000
10,000
-
-
Payable after one year
6,667
16,667
-
0
-
0

 

SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
12
Finance lease obligations
Group
Company
2024
2023
2024
2023
£
£
£
£
Future minimum lease payments due under finance leases:
Within one year
5,683
6,287
-
0
-
0
In two to five years
-
0
6,100
-
0
-
0
5,683
12,387
-
-

Finance lease payments represent rentals payable by the company or group for certain items of plant and machinery. Leases include purchase options at the end of the lease period, and no restrictions are placed on the use of the assets. The average lease term is 3 years. All leases are on a fixed repayment basis and no arrangements have been entered into for contingent rental payments.

13
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
11
6,667
16,667
-
0
-
0
Obligations under finance leases
12
-
0
6,100
-
0
-
0
Other creditors
187,500
-
0
-
0
-
0
194,167
22,767
-
-
14
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary of £1 each
100
8,261,279
100
8,261,279

On 17 December 2024, the share capital of the company was reduced from £8,261,279 to £100 by the cancellation of 8,261,179 Ordinary shares.

16
Profit and loss reserves
Group
Company
2024
2023
2024
2023
£
£
£
£
At the beginning of the year
(7,387,772)
(8,684,762)
(8,252,406)
(9,188,287)
Profit/(loss) for the year
(831,213)
1,546,906
(299,876)
1,227,090
Dividends
-
(291,209)
-
(291,209)
Reduction of share capital
8,261,179
-
8,261,179
-
Transfer from revaluation reserve
41,293
41,293
-
-
At the end of the year
83,487
(7,387,772)
(291,103)
(8,252,406)
SPEARMINT RHINO VENTURES (UK) LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
16
Profit and loss reserves
(Continued)
- 19 -
Group
Company
2024
2023
2024
2023
£
£
£
£
Capital contributions
At the beginning of the year
-
8,260,279
-
8,260,279
Conversion of capital contribution to equity
-
(8,260,279)
-
(8,260,279)
At the end of the year
-
-
0
-
-
17
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
£
£
£
£
Within one year
971,200
471,200
-
-
Between two and five years
3,884,800
1,884,800
-
-
In over five years
13,175,458
3,922,000
-
-
18,031,458
6,278,000
-
-
18
Related party transactions

The group 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.

 

The group headed by Spearmint Rhino Companies Worldwide Inc is regarded as a related party by virtue of common ownership. Amounts owed by the group amounted to £1,463,566 (2023: £1,425,688) and interest payable in the year amounted to £63,431 (2023: £Nil).

 

The ultimate controlling party is The Gray Family Trust. Other creditors includes amounts owed to John Gray of £150,000 (2023: £150,000). No interest has been charged on this loan.

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