| Rooftop Cinema Group Ltd |
| Notes to the Consolidated Accounts |
| for the year ended 31 December 2024 |
|
|
| 1 |
Accounting policies |
|
|
Basis of preparation |
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The consolidated accounts have been prepared under the historical cost convention and in accordance with FRS 102, The Financial Reporting Standard applicable in the UK and Republic of Ireland (as applied to small entities by section 1A of the standard). |
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The financial statements consolidate the results of the company and its wholly owned subsidiaries on a line by line basis. A separate profit and loss account for the company itself has not been presented, because the company has taken advantage of the exemptions afforded by the Companies Act 2006. The accounts of Rooftop Cinema Club Inc are unaudited. |
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Turnover |
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Turnover is measured at the fair value of the consideration received or receivable, net of discounts and value added taxes. Turnover includes revenue earned from the sale of goods and from the rendering of services. Turnover from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer. Turnover from the rendering of services is recognised by reference to the stage of completion of the contract. The stage of completion of a contract is measured by comparing the costs incurred for work performed to date to the total estimated contract costs. |
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The following criteria must also be met before revenue is recognised: |
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Sale of goods |
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Revenue from the sale of goods is recognised when all of the following conditions are satisfied: |
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• the Group has transferred the significant risks and rewards of ownership to the buyer; |
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• the Group retains neither continuing managerial involvement to the degree usually associated with ownership nor effective control over the goods sold; |
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• the amount of revenue can be measured reliably; |
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• it is probable that the Group will receive the consideration due under the transaction; and |
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• the costs incurred or to be incurred in respect of the transaction can be measured reliably. |
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Rendering of services |
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Revenue from a contract to provide services is recognised in the period in which the services are provided in accordance with the stage of completion of the contract when all of the following conditions are satisfied: |
|
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• the amount of revenue can be measured reliably; |
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• it is probable that the Group will receive the consideration due under the contract; |
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• the stage of completion of the contract at the end of the reporting period can be measured reliably; and |
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• the costs incurred and the costs to complete the contract can be measured reliably. |
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Intangible fixed assets |
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Intangible fixed assets are measured at cost less accumulative amortisation and any accumulative impairment losses. |
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Tangible fixed assets |
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Tangible fixed assets are measured at cost less accumulative depreciation and any accumulative impairment losses. Depreciation is provided on all tangible fixed assets, other than freehold land, at rates calculated to write off the cost, less estimated residual value, of each asset evenly over its expected useful life, as follows: |
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Leasehold land and buildings |
15% reducing balance or straight line over 3 years |
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Plant and machinery |
15% reducing balance or straight line over 3 -5 years |
|
Fixtures, fittings, tools and equipment |
15% reducing balance or straight line over 3 years |
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Investments |
|
Investments in subsidiaries, associates and joint ventures are measured at cost less any accumulated impairment losses. Listed investments are measured at fair value. Unlisted investments are measured at fair value unless the value cannot be measured reliably, in which case they are measured at cost less any accumulated impairment losses. Changes in fair value are included in the profit and loss account. |
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Debtors |
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Short term debtors are measured at transaction price (which is usually the invoice price), less any impairment losses for bad and doubtful debts. Loans and other financial assets are initially recognised at transaction price including any transaction costs and subsequently measured at amortised cost determined using the effective interest method, less any impairment losses for bad and doubtful debts. |
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Creditors |
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Short term creditors are measured at transaction price (which is usually the invoice price). Loans and other financial liabilities are initially recognised at transaction price net of any transaction costs and subsequently measured at amortised cost determined using the effective interest method. |
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Taxation |
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A current tax liability is recognised for the tax payable on the taxable profit of the current and past periods. A current tax asset is recognised in respect of a tax loss that can be carried back to recover tax paid in a previous period. Deferred tax is recognised in respect of all timing differences between the recognition of income and expenses in the financial statements and their inclusion in tax assessments. 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date and that are expected to apply to the reversal of the timing difference, except for revalued land and investment property where the tax rate that applies to the sale of the asset is used. Current and deferred tax assets and liabilities are not discounted. |
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Provisions |
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Provisions (ie liabilities of uncertain timing or amount) are recognised when there is an obligation at the reporting date as a result of a past event, it is probable that economic benefit will be transferred to settle the obligation and the amount of the obligation can be estimated reliably. |
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These accounts include a provision for the refurbishment of leasehold property, to spread the anticipated costs evenly over a period of three years. |
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Foreign currency translation |
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Transactions in foreign currencies are initially recognised at the rate of exchange ruling at the date of the transaction. At the end of each reporting period foreign currency monetary items are translated at the closing rate of exchange. Non-monetary items that are measured at historical cost are translated at the rate ruling at the date of the transaction. All differences are charged to profit or loss. |
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Pensions |
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Contributions to defined contribution plans are expensed in the period to which they relate. |
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| 2 |
Critical accounting estimates and judgements |
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In the application of the group's accounting policies, which are described above, management is required to make judgments, estimates and assumptions about the carrying values of assets and liabilities that are not readily apparent from other sources. The estimate and underlying assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates. |
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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. |
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The key sources of estimation uncertainty that have a significant effect on amounts recognised in the financial statements are described below: |
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Critical judgements |
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The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements. |
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Fixed Assets |
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Judgments have been made in relation to the lives of tangible assets in particular the useful economic life and residual values of freehold property, leasehold property and plant and machinery. The directors have concluded that the asset values and residual values are appropriate. |
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Stock |
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Judgments have been made in relation to the valuation of stock. The directors are satisfied that stock is fairly valued in the financial statements. |
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Amounts recoverable on debtors |
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Judgments have been made in relation to the recovery of trade debtors and provisions for bad debts. The directors have concluded that amounts included as trade debtors are faily valued at the period end. |
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| 3 |
Audit information |
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The audit report is unqualified. |
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Senior statutory auditor: |
F Ahmed |
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Firm: |
AGP Consulting |
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Date of audit report: |
30 June 2025 |
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Group |
|
Group |
| 4 |
Analysis of turnover |
2024 |
|
2023 |
| £ |
£ |
|
|
Cinema related |
11,048,366 |
|
12,008,978 |
|
|
|
|
|
|
11,048,366 |
|
12,008,978 |
|
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|
|
|
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|
|
|
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By geographical market: |
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UK |
1,343,371 |
|
1,376,047 |
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North America |
9,704,995 |
|
10,632,931 |
|
|
|
|
|
|
11,048,366 |
|
12,008,978 |
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|
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|
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Group |
|
Group |
| 5 |
Exceptional items |
2024 |
|
2023 |
| £ |
£ |
|
|
Pre opening costs |
|
|
|
|
(68,723) |
|
(438,376) |
|
|
|
|
|
|
|
(68,723) |
|
(438,376) |
|
|
|
|
|
|
|
|
|
|
|
|
|
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Group |
|
Group |
| 6 |
Loss for the year |
2024 |
|
2023 |
| £ |
£ |
|
This is stated after charging: |
|
|
Depreciation of tangible fixed assets |
1,174,007 |
|
1,124,606 |
|
Audit Fees |
9,350 |
|
9,350 |
|
|
|
|
|
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|
|
|
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|
|
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Group |
|
Group |
| 7 |
Staff costs |
2024 |
|
2023 |
| £ |
£ |
|
|
Wages and salaries |
4,422,881 |
|
4,075,815 |
|
Social security costs |
10,918 |
|
29,415 |
|
Other pension costs |
12,486 |
|
14,151 |
|
|
|
|
|
|
4,446,285 |
|
4,119,381 |
|
|
|
|
|
|
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| 8 |
Employees |
Number |
Number |
|
|
Average number of persons employed by the group |
77 |
|
60 |
|
|
|
|
|
|
|
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| Company |
Group |
| £ |
£ |
| 9 |
Intangible fixed assets |
|
Goodwill: |
|
Cost |
|
At 1 January 2024 |
2,934,635 |
|
3,048,664 |
|
At 31 December 2024 |
2,934,635 |
|
2,934,635 |
|
|
|
|
|
|
|
|
|
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Amortisation |
|
At 1 January 2024 |
2,934,635 |
|
3,048,664 |
|
At 31 December 2024 |
2,934,635 |
|
2,934,635 |
|
|
|
|
|
|
|
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Net book value |
|
At 31 December 2024 |
|
|
|
|
|
|
- |
|
- |
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Goodwill was written off in equal annual instalments over its estimated economic life of 3 years. |
|
|
| 10 |
Tangible fixed assets (Group) |
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|
Fixtures & Fittings |
|
Plant and machinery |
|
Leasehold Property |
|
Total |
| £ |
£ |
£ |
£ |
|
Cost |
|
At 1 January 2024 |
2,118,975 |
|
317,636 |
|
2,143,109 |
|
4,579,720 |
|
Additions |
177,627 |
|
- |
|
- |
|
177,627 |
|
Disposals |
(3,255) |
|
- |
|
- |
|
(3,255) |
|
Exchange adjustments |
(1,788) |
|
- |
|
55,306 |
|
53,518 |
|
At 31 December 2024 |
2,291,559 |
|
317,636 |
|
2,198,415 |
|
4,807,610 |
|
|
|
|
|
|
|
|
|
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Depreciation |
|
At 1 January 2024 |
1,126,780 |
|
145,585 |
|
1,336,221 |
|
2,608,586 |
|
Disposals |
(2,987) |
|
- |
|
- |
|
(2,987) |
|
Charge for the year |
571,673 |
|
40,088 |
|
562,246 |
|
1,174,007 |
|
On disposals |
(3,124) |
|
- |
|
- |
|
(3,124) |
|
Exchange adjustments |
(8,639) |
|
- |
|
(6,245) |
|
(14,884) |
|
At 31 December 2024 |
1,686,827 |
|
185,673 |
|
1,892,222 |
|
3,764,722 |
|
|
|
|
|
|
|
|
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Net book value |
|
At 31 December 2024 |
604,732 |
|
131,963 |
|
306,193 |
|
1,042,888 |
|
At 31 December 2023 |
992,195 |
|
172,051 |
|
806,888 |
|
1,971,134 |
|
|
| 11 |
Investments |
| Investments in |
| subsidiary |
| undertakings |
|
| Company |
| £ |
|
Cost |
|
At 1 January 2024 |
606,691 |
|
At 31 December 2024 |
|
|
|
|
|
|
|
|
606,691 |
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Details of the company's subsidiaries at 31 December 2021 are as follows; |
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Name of Undertaking |
Registered Office |
|
Nature of business |
|
Class of shares held |
|
% held |
|
Experience Cinema Holdings Ltd |
England & Wales |
|
Holding Company |
|
Ordinary |
|
100% |
|
Experience Cinema Ltd |
England & Wales |
|
Open-air cinema experiences in UK |
|
Ordinary |
|
100% |
|
Experience Ticketing Ltd |
England & Wales |
|
Ticketing agent |
|
Ordinary |
|
100% |
|
Rooftop Cinema Club Inc |
USA |
|
Open-air cinema experiences in USA |
|
Ordinary |
|
100% |
|
| Company |
Company |
Group |
Group |
| 12 |
Debtors |
2024 |
|
2023 |
|
2024 |
|
2023 |
| £ |
£ |
£ |
£ |
|
Due from group undertakings |
6,034,574 |
|
5,968,158 |
|
- |
|
- |
|
Trade debtors |
- |
|
- |
|
98,735 |
|
101,680 |
|
Other debtors |
- |
|
- |
|
141,369 |
|
129,950 |
|
|
6,034,574 |
|
5,968,158 |
|
240,104 |
|
231,630 |
|
|
|
|
|
|
|
|
|
| Company |
Company |
Group |
Group |
| 13 |
Creditors: amounts falling due within one year |
2024 |
|
2023 |
|
2024 |
|
2023 |
| £ |
£ |
£ |
£ |
|
Trade creditors |
- |
|
31,500 |
|
144,829 |
|
351,026 |
|
Bank loans |
- |
|
- |
|
71,337 |
|
75,129 |
|
Finance lease and HP contracts |
75,712 |
|
202,703 |
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest |
- |
|
78,979 |
|
Other taxes and social security |
- |
|
- |
|
50,802 |
|
61,555 |
|
Accruals and deferred income |
21,500 |
|
37,216 |
|
752,610 |
|
629,124 |
|
|
21,500 |
|
147,695 |
|
1,095,290 |
|
1,319,537 |
|
|
|
|
|
|
|
|
|
| Company |
Company |
Group |
Group |
| 14 |
Creditors: amounts falling due after one year |
2024 |
|
2023 |
|
2024 |
|
2023 |
|
£ |
£ |
£ |
£ |
|
|
Bank loans |
- |
|
- |
|
93,864 |
|
164,746 |
|
Obligations under finance lease and hire purchase contracts |
- |
|
- |
|
98,593 |
|
230,213 |
|
|
- |
|
- |
|
192,457 |
|
394,959 |
|
|
|
|
|
|
|
|
|
| Company |
Company |
Group |
Group |
| 15 |
Loans |
2024 |
|
2023 |
|
2024 |
|
2023 |
| £ |
£ |
£ |
£ |
|
Creditors include: |
|
|
Secured bank loans |
- |
|
- |
|
165,201 |
|
239,875 |
|
|
|
|
|
|
|
|
|
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A NatWest bank loan was for a period of ten years from June 2018 at a rate of 3.56% and is secured by a fixed and floating charge over the assets of the company and one of the directors. |
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A Cbils bank loan, 80% of which is secured by a government backed guarantee, is for a period of 6 years after the loan was drawn, with a 12 month payment holiday at the start of the loan. The interest rate is 2.81% above bank base rate. |
|
| 16 |
Other financial commitments |
2024 |
|
2023 |
| £ |
£ |
|
Total future minimum payments under non-cancellable operating leases |
|
|
|
|
|
|
3,657,817 |
|
3,397,094 |
|
|
|
|
|
|
|
|
|
|
| 17 |
Share capital |
| Nominal |
|
2024 |
|
2024 |
|
2023 |
|
Allotted, called up and fully paid: |
value |
Number |
£ |
£ |
|
|
Ordinary shares |
£1 each |
|
47,538 |
|
47,538 |
|
47,538 |
|
A Ordinary shares |
£1 each |
|
31,413 |
|
31,413 |
|
31,413 |
|
B Ordinary shares |
1p each |
|
4,382,400 |
|
43,824 |
|
43,824 |
|
C Ordinary shares |
£1 each |
|
3,500,000 |
|
3,500,000 |
|
3,500,000 |
|
D Ordinary shares |
1p each |
|
2,061,720 |
|
20,617 |
|
20,617 |
|
|
|
|
|
|
3,643,392 |
|
3,643,392 |
|
|
|
|
|
|
|
|
|
| Nominal |
Number |
Amount |
|
|
|
|
|
|
|
| 18 |
Share premium |
|
|
|
|
|
|
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
5,767,179 |
|
5,767,179 |
|
Shares issued |
- |
|
- |
|
|
At 31 December |
5,767,179 |
|
5,767,179 |
|
|
|
|
|
|
|
|
|
|
| 19 |
Profit and loss account - Consolidated |
2024 |
|
2023 |
| £ |
£ |
|
|
At 1 January |
(8,069,189) |
|
(6,562,168) |
|
Loss for the financial period |
(654,653) |
|
(1,507,021) |
|
|
|
At 31 December |
(8,723,842) |
|
(8,069,189) |
|
|
|
|
|
|
|
|
|
| 20 |
Presentation currency |
|
|
The financial statements are presented in Sterling. |
|
|
| 21 |
Legal form of entity and country of incorporation |
|
|
Rooftop Cinema Group Ltd is a private company limited by shares and incorporated in England. |
|
|
| 22 |
Principal place of business |
|
|
The address of the company's principal place of business and registered office is: |
|
|
Unit B3.1 Bussey Building |
|
133 Copeland Road |
|
London |
|
England |
|
SE15 3SN |
|
| 23 |
Related party transactions |
|
|
During the year Experience Cinema Limited received Income of £16,218 (2023 - £20,975) and had expenditure of £46,073 (2023 - £236,372 )via transactions with SFG Group limited. All of the transactions were on an arms length basis and at normal commercial rates. |