Fashion Rocks Group Limited - Accounts to registrar (filleted) - small 18.2

REGISTERED NUMBER: SC386848 (Scotland)

UNAUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 JANUARY 2022

FOR

FASHION ROCKS GROUP LIMITED

Page

Company Information

1

Statement of Financial Position

2

Notes to the Financial Statements

4

DIRECTOR:

A K Morrison

SECRETARY:

I S R Baird

REGISTERED OFFICE:

19A Hill Street

Edinburgh

EH2 3JP

REGISTERED NUMBER:

SC386848 (Scotland)

ACCOUNTANTS:

Thomas Barrie & Co LLP

Atlantic House

1a Cadogan Street

Glasgow

G2 6QE

FIXED ASSETS

Intangible assets

4

17,778

129,248

Tangible assets

5

-

-

Investments

6

1

1

17,779

129,249

CURRENT ASSETS

Debtors

7

200,871

190,844

Cash at bank

52

202

200,923

191,046

CREDITORS

Amounts falling due within one year

8

(7,574,633

)

(7,359,639

)

NET CURRENT LIABILITIES

(7,373,710

)

(7,168,593

)

TOTAL ASSETS LESS CURRENT LIABILITIES

(7,355,931

)

(7,039,344

)

CAPITAL AND RESERVES

Called up share capital

58

58

Retained earnings

(7,355,989

)

(7,039,402

)

SHAREHOLDERS' FUNDS

(7,355,931

)

(7,039,344

)

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 January 2022.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 January 2022 in accordance with Section 476 of the Companies Act 2006.

The director acknowledges his responsibilities for:

(a)	ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b)

preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

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

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the director and authorised for issue on 21 September 2022 and were signed by:

A K Morrison - Director

1.	STATUTORY INFORMATION

Fashion Rocks Group Limited is a private company, limited by shares, registered in Scotland, registration number SC386848. The registered office is 19A Hill Street, Edinburgh,EH2 3JP.

The principal activity of the company is that of the licensing of IP to put on fashion and music events.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

The presentational and functional currency of the financial statements is Pounds Sterling (£).

Going concern

These financial statements have been prepared on the going concern basis despite the fact that Statement of Financial Position is showing a net current liability position of the Company. The key drivers for this are loans provided to the Company by the shareholders and preference shares in issue, which are all repayable on demand. It is not expected that the investors will recall these loans within the next 12 months, hence going concern basis of the Company is considered to be appropriate.

Significant judgements and estimates

In preparing these financial statements, the director is required to make judgements, estimates and assumptions that affect the application of the Company's accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates are recognised prospectively.

The only significant estimate included in these accounts relates to Intangible Fixed Assets, policy outlined in the notes below.

Intangible fixed assets

Intangible fixed assets consist of trademarks, which are stated at cost less amortisation. Amortisation is calculated in order to write down the cost to the estimated residual values over the period of the estimated useful economic lives. In the absence of a readily ascertainable useful life, this has been set at 10 years in line with the requirements of FRS102.

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off the cost less estimated residual value of each asset over its estimated useful life.

Plant and machinery etc

-

10% on cost

Financial instruments

The company has financial assets and financial liabilities of a kind that qualify as basic financial instruments.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances, including bank overdrafts that are payable on demand and form an integral part of the company's cash management.

Creditors

Short term trade creditors are measured at the transaction price. Other financial liabilities, such as bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Provisions

Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost.

Taxation

Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax

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

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

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

Foreign currencies

Assets and liabilities in foreign currencies are translated into sterling at the rates of exchange ruling at the statement of financial position date. Transactions in foreign currencies are translated into sterling at the rate of exchange ruling at the date of transaction. Exchange differences are taken into account in arriving at the operating result.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the year was NIL (2021 - NIL).

4.	INTANGIBLE FIXED ASSETS

Other

intangible

assets

£

COST

At 1 February 2021

and 31 January 2022

1,114,707

AMORTISATION

At 1 February 2021

985,459

Charge for year

111,470

At 31 January 2022

1,096,929

NET BOOK VALUE

At 31 January 2022

17,778

At 31 January 2021

129,248

5.	TANGIBLE FIXED ASSETS

Plant and

machinery

etc

£

COST

At 1 February 2021

and 31 January 2022

4,167

DEPRECIATION

At 1 February 2021

and 31 January 2022

4,167

NET BOOK VALUE

At 31 January 2022

-

6.	FIXED ASSET INVESTMENTS

Interest

in joint

venture

£

COST

At 1 February 2021

and 31 January 2022

1

NET BOOK VALUE

At 31 January 2022

1

At 31 January 2021

1

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Amounts owed by group undertakings

14

14

Amounts owed by joint ventures

200,073

190,830

Other debtors

784

-

200,871

190,844

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2021

£

£

Trade creditors

4,703

-

Amounts owed to associates

-

280

Other creditors

7,569,930

7,359,359

7,574,633

7,359,639

9.	SECURED DEBTS

The following secured debts are included within creditors:

2022

2021

£

£

Loans

2,225,000

2,225,000

A bond & floating charge has been issued in favour of Pentland Group PLC over all property, assets and undertaking of the company.

10.	FINANCIAL INSTRUMENTS

Preference Shares

Creditors include 3,100,000 preference shares of £1 each, which were due to be redeemed in full no later than 31st December 2016.

11.	RELATED PARTY DISCLOSURES

Fashion Rocks Worldwide Ltd (joint venture)

Additional loan funding of £1,550 was provided during the year. Interest has been charged at 5% on the capital amount outstanding, resulting in £7,693 being credited to the Income Statement..

Total funds due from the related party at the year end were £200,073 (2021-£190,830).

12.	ULTIMATE CONTROLLING PARTY

The company is a wholly owned subsidiary of FRG2 Ltd, registered office at c/o CMS Cameron McKenna LLP, 78 Cannon Place, Cannon Street, EC4N 6AF.