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No description of principal activity
2019-12-30
Sage Accounts Production Advanced 2020 - FRS102_2019
21,318,299
15,802,525
15,802,525
5,515,774
21,318,299
xbrli:pure
xbrli:shares
iso4217:GBP
09950817
2019-12-30
2020-12-31
09950817
2020-12-31
09950817
2019-12-29
09950817
core:Subsidiary1
2019-12-30
2020-12-31
09950817
core:Subsidiary2
2019-12-30
2020-12-31
09950817
core:Subsidiary3
2019-12-30
2020-12-31
09950817
core:Subsidiary4
2019-12-30
2020-12-31
09950817
core:Subsidiary5
2019-12-30
2020-12-31
09950817
core:Subsidiary6
2019-12-30
2020-12-31
09950817
core:Subsidiary7
2019-12-30
2020-12-31
09950817
bus:RegisteredOffice
2019-12-30
2020-12-31
09950817
bus:LeadAgentIfApplicable
2019-12-30
2020-12-31
09950817
bus:Agent1
2019-12-30
2020-12-31
09950817
bus:Director4
2019-12-30
2020-12-31
09950817
bus:Director5
2019-12-30
2020-12-31
09950817
bus:CompanySecretary1
2019-12-30
2020-12-31
09950817
core:WithinOneYear
2020-12-31
09950817
core:WithinOneYear
2019-12-29
09950817
core:ShareCapital
2020-12-31
09950817
core:ShareCapital
2019-12-29
09950817
core:RetainedEarningsAccumulatedLosses
2020-12-31
09950817
core:RetainedEarningsAccumulatedLosses
2019-12-29
09950817
core:BetweenOneFiveYears
2019-12-29
09950817
core:CostValuation
core:Non-currentFinancialInstruments
2020-12-31
09950817
core:ImpairmentLossProvisionsForImpairmentInvestments
core:Non-currentFinancialInstruments
2020-12-31
09950817
core:Non-currentFinancialInstruments
core:ProvisionsForImpairmentInvestments
2020-12-31
09950817
core:Non-currentFinancialInstruments
2020-12-31
09950817
core:Non-currentFinancialInstruments
2019-12-29
09950817
bus:SmallEntities
2019-12-30
2020-12-31
09950817
bus:Audited
2019-12-30
2020-12-31
09950817
bus:FullAccounts
2019-12-30
2020-12-31
09950817
bus:SmallCompaniesRegimeForAccounts
2019-12-30
2020-12-31
09950817
bus:PrivateLimitedCompanyLtd
2019-12-30
2020-12-31
COMPANY REGISTRATION NUMBER:
09950817
Filleted Financial Statements
|
|
Period from 30 December 2019 to 31 December 2020
Officers and professional advisers
|
1
|
|
|
Statement of financial position
|
2
|
|
|
Notes to the financial statements
|
3
|
|
|
Officers and Professional Advisers
|
|
The board of directors
|
Mr M Issa
|
|
Mr Z V Issa
|
|
|
Company secretary
|
Mr I Patel
|
|
|
Registered office
|
Waterside Head Office
|
|
Haslingden Road
|
|
Guide
|
|
Blackburn
|
|
Lancashire
|
|
England
|
|
BB1 2FA
|
|
|
Auditor
|
Maneely Mc Cann
|
|
Chartered Accountants & Statutory Auditors
|
|
Aisling House
|
|
50 Stranmillis Embankment
|
|
Belfast
|
|
BT9 5FL
|
|
|
Bankers
|
Lloyds Bank Plc
|
|
32 Oxford Street
|
|
London
|
|
W1R 2BS
|
|
|
Solicitors
|
Freeths
|
|
Cumberland Court
|
|
80 Mount Street
|
|
Nottingham
|
|
NG1 6HH
|
|
|
|
Skadden, Arps, Slate, Meagher & Flom LLP
|
|
40 Bank Street
|
|
Canary Wharf
|
|
London
|
|
E14 5DS
|
|
|
Statement of Financial Position
|
|
31 December 2020
|
31 Dec 20
|
29 Dec 19
|
Note
|
£
|
£
|
|
|
|
Fixed assets
Investments
|
4
|
5,515,774
|
21,318,299
|
|
|
|
|
Current assets
Debtors
|
5
|
22,392,541
|
20,313,941
|
Cash at bank and in hand
|
1,761
|
8,804
|
|
-------------
|
-------------
|
|
22,394,302
|
20,322,745
|
|
|
|
|
Creditors: amounts falling due within one year
|
6
|
44,079,478
|
41,446,753
|
|
-------------
|
-------------
|
Net current liabilities
|
21,685,176
|
21,124,008
|
|
-------------
|
-------------
|
Total assets less current liabilities
|
(
16,169,402)
|
194,291
|
|
-------------
|
---------
|
Net (liabilities)/assets
|
(
16,169,402)
|
194,291
|
|
-------------
|
---------
|
|
|
|
|
Capital and reserves
Called up share capital
|
15,771
|
15,771
|
Profit and loss account
|
(
16,185,173)
|
178,520
|
|
-------------
|
---------
|
Shareholders (deficit)/funds
|
(
16,169,402)
|
194,291
|
|
-------------
|
---------
|
|
|
|
These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies' regime and in accordance with Section 1A of FRS 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.
In accordance with section 444 of the Companies Act 2006, the statement of income and retained earnings has not been delivered.
The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements.
These financial statements were approved by the
board of directors
and authorised for issue on
30 September 2022
, and are signed on behalf of the board by:
Company registration number:
09950817
Notes to the Financial Statements
|
|
Period from 30 December 2019 to 31 December 2020
1.
General information
The company is a private company limited by shares, registered in England and Wales. The address of the registered office is Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, BB1 2FA, England.
2.
Statement of compliance
These financial statements have been prepared in compliance with Section 1A of FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.
3.
Accounting policies
Basis of preparation
The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.
The financial statements are prepared in sterling, which is the functional currency of the entity.
Going concern
The financial statements have been prepared on the going concern basis, notwithstanding the fact that the company had a net shareholders deficit of £16,169,402 at the period end. The company has the necessary cash cover and support from it's parent company, Euro Garages Limited, and it's fellow group companies to enable it to meet its total on-going creditor obligations and liabilities for the medium to long term. In light of the above, the Directors consider it appropriate to prepare the financial statements on a going concern basis.
Consolidation
The entity has taken advantage of the exemption from preparing consolidated financial statements contained in Section 400 of the Companies Act 2006 on the basis that it is a subsidiary undertaking and its immediate parent undertaking is established under the law of an EEA State.
Judgements and key sources of estimation uncertainty
The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Foreign currencies
Foreign currency transactions are initially recorded in the functional currency, by applying the spot exchange rate as at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are translated at the exchange rate ruling at the reporting date, with any gains or losses being taken to the profit and loss account.
Operating leases
Lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.
Investments
Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.
Listed investments are measured at fair value with changes in fair value being recognised in profit or loss.
Investments in associates
Investments in associates accounted for in accordance with the cost model are recorded at cost less any accumulated impairment losses. Investments in associates accounted for in accordance with the fair value model are initially recorded at the transaction price. At each reporting date, the investments are measured at fair value, with changes in fair value recognised in other comprehensive income/profit or loss. Where it is impracticable to measure fair value reliably without undue cost or effort, the cost model will be adopted. Dividends and other distributions received from the investment are recognised as income without regard to whether the distributions are from accumulated profits of the associate arising before or after the date of acquisition.
Impairment of fixed assets
A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets. For impairment testing of goodwill, the goodwill acquired in a business combination is, from the acquisition date, allocated to each of the cash-generating units that are expected to benefit from the synergies of the combination, irrespective of whether other assets or liabilities of the company are assigned to those units.
Financial instruments
A
financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.
Financial assets that are measured at cost or amortised cost are reviewed for objective evidence of impairment at the end of each reporting date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss immediately. Any reversals of impairment are recognised in profit or loss immediately, to the extent that the reversal does not result in a carrying amount of the financial asset that exceeds what the carrying amount would have been had the impairment not previously been recognised.
Hedge accounting
Hedge accounting is used where the hedging relationship is designated, documented and expected to be highly effective, and is only used for specific risks, as defined by FRS 102 section 12. Where the hedged risk is the exposure to a fixed interest rate risk or foreign exchange risk of a debt instrument measured at amortised cost or the price risk of a commodity that it holds or has a firm commitment, the hedging instrument is recognised as an asset or liability with the change in fair value being recognised in profit or loss. The change in fair value of the hedged item related to the hedged risk is recognised in profit or loss and as an adjustment to the carrying amount of the hedged item. Where the hedged risk is the variable interest rate risk or foreign exchange risk in a debt instrument measured at amortised cost, the foreign exchange risk or interest rate risk in a firm commitment or highly probably forecast transaction, the commodity price risk in a highly probable forecast transaction or the foreign exchange risk in a net investment in a foreign operation, then the financial instrument is initially and subsequently recognised at fair value at each reporting date. Movements in fair value are recognised in other comprehensive income, to the extent that the hedge is effective. Any ineffective movements are recognised in profit or loss. Where the hedged risk is the variable or fixed interest rate risk of a debt instrument measured at amortised cost, the periodic net cash settlements on the interest rate swap are recognised in profit or loss in the period in which the net settlements accrue. Hedge accounting is discontinued where the hedging instrument expires, is sold or terminated, the hedge no longer meets the criteria for hedge accounting, the forecast transaction is no longer highly probable in a hedge of a forecast transaction, or the designation is revoked.
4.
Investments
|
Shares in group undertakings
|
|
£
|
Cost
|
|
At 30 December 2019 and 31 December 2020
|
21,318,299
|
|
-------------
|
Impairment
|
|
At 30 December 2019
|
–
|
Impairment losses
|
15,802,525
|
|
-------------
|
At 31 December 2020
|
15,802,525
|
|
-------------
|
|
|
Carrying amount
|
|
At 31 December 2020
|
5,515,774
|
|
-------------
|
At 29 December 2019
|
21,318,299
|
|
-------------
|
|
|
Subsidiaries, associates and other investments
|
Registered office
|
Class of share
|
Percentage of shares held
|
Subsidiary undertakings
|
|
|
|
Scotco NI Limited
|
Northern Ireland
|
Ordinary
|
100
|
Scotco Restaurants (Jersey) Limited
|
Jersey
|
Ordinary
|
100
|
Scotco RoI Limited
|
Republic of Ireland
|
Ordinary
|
100
|
JRC Holdings Limited
|
England
|
Ordinary
|
100
|
Scotco Midlands Limited
|
England
|
Ordinary
|
100
|
Scotco One Four Five Limited
|
England
|
Ordinary
|
100
|
Scotco Trowbridge Limited
|
|
Ordinary
|
100
|
|
|
|
|
Scotco NI Limited, Scotco Restaurants (Jersey) Limited and Scotco ROI Limited are involved in fast food retail. JRC Holdings Limited is a holding company. Scotco Midlands Limited, Scotco One Four Five Limited and Scotco Trowbridge Limited transferred their fast food retail trades to a fellow subsidiary during the period and were dormant at the period end.
5.
Debtors
|
31 Dec 20
|
29 Dec 19
|
|
£
|
£
|
Amounts owed by group undertakings and undertakings in which the company has a participating interest
|
22,379,545
|
20,298,635
|
Other debtors
|
12,996
|
15,306
|
|
-------------
|
-------------
|
|
22,392,541
|
20,313,941
|
|
-------------
|
-------------
|
|
|
|
6.
Creditors:
amounts falling due within one year
|
31 Dec 20
|
29 Dec 19
|
|
£
|
£
|
Bank loans and overdrafts
|
–
|
41,396,114
|
Trade creditors
|
–
|
2,173
|
Amounts owed to group undertakings and undertakings in which the company has a participating interest
|
44,076,837
|
–
|
Other creditors
|
2,641
|
48,466
|
|
-------------
|
-------------
|
|
44,079,478
|
41,446,753
|
|
-------------
|
-------------
|
|
|
|
7.
Financial instruments
The carrying amount for each category of financial instrument is as follows:
Financial liabilities measured at fair value through profit or loss
Financial liabilities measured at fair value through profit or loss
|
–
|
274,606
|
|
----
|
---------
|
|
|
|
8.
Operating leases
The total future minimum lease payments under non-cancellable operating leases are as follows:
|
31 Dec 20
|
29 Dec 19
|
|
£
|
£
|
|
Not later than 1 year
|
–
|
118,341
|
|
Later than 1 year and not later than 5 years
|
–
|
78,906
|
|
|
----
|
---------
|
|
|
–
|
197,247
|
|
|
----
|
---------
|
|
|
|
|
9.
Summary audit opinion
The auditor's report for the period dated
30 September 2022
was unqualified
, however it included an emphasis of matter in respect of uncertainty in relation to going concern as follows:
We draw attention to note 3 to the financial statements, which indicates that the accounts have been prepared on a going concern basis, the validity of which depends on the continued support of the other group companies and the group's bankers. The financial statements do not include any adjustments which would result if this continued support was not secured. As stated in note 3, these events or conditions, along with the other matters as set forth in note 3, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.
The senior statutory auditor was
Cathal Maneely
, for and on behalf of Maneely Mc Cann
.
10.
Related party transactions
Transactions The company has taken advantage of the exemption from disclosing related party transactions with group companies, in accordance with Financial Reporting Standard No 102 The Financial Reporting Standards applicable in the UK and Republic of Ireland, Section 1A Appendix C, Related Party Disclosures.
11.
Controlling party
In the opinion of the Directors, the Company's ultimate parent Company and ultimate controlling party is
Optima Bidco (Jersey) Limited
, a company registered in Jersey, Channel Islands. The Company's immediate controlling party is Euro Garages Limited. The parent undertaking of the largest group, which includes the Company and for which group accounts are prepared, is EG Group Holdings Limited
, a company incorporated in Great Britain, registered at Waterside Head Office, Haslingden Road, Guide, Blackburn, Lancashire, BB1 2FA, United Kingdom.