Cozy Pubs Limited - Limited company accounts 20.1

REGISTERED NUMBER: 07404729 (England and Wales)

Report of the Directors and

Unaudited Financial Statements for the Period 1 January 2021 to 3 April 2022

for

Cozy Pubs Limited

Page

Company Information

1

Report of the Directors

2

Income Statement

3

Balance Sheet

4

Notes to the Financial Statements

6

DIRECTORS:

R Anand

S Trowbridge

REGISTERED OFFICE:

83-85 Baker Street

London

W1U 6AG

REGISTERED NUMBER:

07404729 (England and Wales)

The directors present their report with the financial statements of the company for the period 1 January 2021 to 3 April 2022.

PRINCIPAL ACTIVITY

The principal activity of the company in the period under review was that of public houses.

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2021 to the date of this report are as follows:

R Anand - appointed 4 October 2021

S M Badelek - appointed 4 October 2021 - resigned 4 March 2022

S Trowbridge - appointed 4 March 2022

T J Doyle - resigned 4 October 2021

This report has been prepared in accordance with the provisions of Part 15 of the Companies Act 2006 relating to small companies.

ON BEHALF OF THE BOARD:

S Trowbridge - Director

13 March 2023

TURNOVER

754,797

695,605

Cost of sales

263,595

579,506

GROSS PROFIT

491,202

116,099

Administrative expenses

569,277

728,477

(78,075

)

(612,378

)

Other operating income

3,650

235,601

OPERATING LOSS

4

(74,425

)

(376,777

)

Interest payable and similar expenses

-

56,311

LOSS BEFORE TAXATION

(74,425

)

(433,088

)

Tax on loss

-

(20,475

)

LOSS FOR THE FINANCIAL PERIOD

(74,425

)

(412,613

)

FIXED ASSETS

Tangible assets

6

-

3,259,989

CURRENT ASSETS

Stocks

-

18,188

Debtors

7

459,084

46,567

Cash at bank

-

71,616

459,084

136,371

CREDITORS

Amounts falling due within one year

8

-

329,655

NET CURRENT ASSETS/(LIABILITIES)

459,084

(193,284

)

TOTAL ASSETS LESS CURRENT LIABILITIES

459,084

3,066,705

CREDITORS

Amounts falling due after more than one year

9

-

(2,246,996

)

PROVISIONS FOR LIABILITIES

-

(286,200

)

NET ASSETS

459,084

533,509

CAPITAL AND RESERVES

Called up share capital

100

100

Revaluation reserve

10

1,120,468

1,120,468

Retained earnings

(661,484

)

(587,059

)

459,084

533,509

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the period ended 3 April 2022.

The members have not required the company to obtain an audit of its financial statements for the period ended 3 April 2022 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their 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 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 13 March 2023 and were signed on its behalf by:

S Trowbridge - Director

1.	STATUTORY INFORMATION

Cozy Pubs Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

2.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102 Section 1A, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 Section 1A requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 2).

The following principal accounting policies have been applied:

Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.

Creditors

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

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

The estimated useful lives range as follows:

Freehold property

- over 50 years

Long-term leasehold property

- over the life of the lease

Plant and machinery

- between 5-15 years

Motor vehicles

- over 5 years

Fixtures and fittings

- between 5-20 years

Office equipment

- between 3-10 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

Revaluation of tangible fixed assets

Individual freehold and leasehold properties are carried at open market value at the date of the Statement of Financial Position. Revaluations are undertaken with sufficient regularity to ensure the carrying amount does not differ materially from that which would be determined using fair value at the Statement of Financial Position date.

Fair values are determined by the Directors using market-based evidence and with the support of professionally qualified valuers.

Revaluation gains and losses are recognised in other comprehensive income unless losses exceed the previously recognised gains or reflect a clear consumption of economic benefits, in which case the excess losses are recognised in profit or loss.

Stocks

Raw materials and consumables are stated at the lower of cost and net realisable value on first-in, first-out basis. Crockery, linen, and staff uniforms (included in other stock) are accounted for on a renewals basis. There are no material differences between the recorded book values and replacement cost.

.

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the Statement of Financial Position date, except that:

o The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

o Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

o Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting dated by the balance sheet date.

Debtors

Short term debtors are measured at transaction price, less any impairment. Loans receivables 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.

Provisions for liabilities

Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.

Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the Statement of Financial Position date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.

When payments are eventually made, they are charged to the provision carried in the Statement of Financial Position.

3.	EMPLOYEES AND DIRECTORS

The average number of employees during the period was NIL (2020 - 38 ).

4.	OPERATING LOSS

The operating loss is stated after charging:

Period

1.1.21

to

Year Ended

3.4.22

31.12.20

£

£

Depreciation - owned assets

69,399

107,292

5.

TAXATION

2022

2020

Tax on loss on ordinary activities

£

£

a) The charge/(credit) based on the results for the period is as follows:

Taxation based on the profit for the period

Corporation tax payable at 19%

-

(16,075

)

Total current tax charge

-

(16,075

)

Deferred tax

Timing differences, origination and reversal

-

(4,440

)

Total deferred tax

-

(4,400

)

Total tax charge on loss on ordinary activities

-

(20,475

)

b) Circumstances affecting current charge:

The standard rate of current tax of the year, based on the UK standard rate of 19% (2020 -

19%). The current tax charge for the year differs from the standard rate for the reasons in the reconciliation below:

2022

2020

£

£

Loss on ordinary activities before tax

(74,425

)

(433,088

)

Tax on loss on ordinary activities at standard rate

(14,141

)

(82,287

)

Factors affecting charge:

Disallowable expenses

13,191

61,812

Tax losses carried forward

950

-

Total current tax (as note above)

-

(20,475

)

c) Deferred tax

2022

2020

£

£

The deferred tax included within the balance sheet is as follows:

Accelerated capital allowances

-

(286,200

)

Provision for deferred tax

-

(286,200

)

5. TAXATION (continued)

2022

2020

£

£

Analysis of movement in provision

Provision at start of period

(286,200

)

(290,600

)

Credited/(charged) to profit and loss account

-

4,400

Transfers

286,200

-

Provision at end of period

-

(286,200

)

6.	TANGIBLE FIXED ASSETS

Plant and

Land and

machinery

buildings

etc

Totals

£

£

£

COST

At 1 January 2021

3,155,437

642,679

3,798,116

Disposals

(3,155,437

)

(642,679

)

(3,798,116

)

At 3 April 2022

-

-

-

DEPRECIATION

At 1 January 2021

153,350

384,777

538,127

Charge for period

45,000

24,399

69,399

Eliminated on disposal

(198,350

)

(409,176

)

(607,526

)

At 3 April 2022

-

-

-

NET BOOK VALUE

At 3 April 2022

-

-

-

At 31 December 2020

3,002,087

257,902

3,259,989

7.

DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2020

£

£

Trade debtors

-

17,943

Amounts owed by group undertakings

459,084

-

Other debtors

-

28,624

459,084

46,567

The loan due from the Parent is repayable on demand and so has been disclosed as due within one year as above. The Company has however agreed not to demand repayment for at least 12 months from the date of approval of the Company's financial statements, unless the parent has sufficient cashflow available to meet such repayment. Interest is payable on the loan at 10% per annum however this was waived in the year ended 3 April 2022.

8.

CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

2022

2020

£

£

Bank loans and overdrafts

-

61,656

Trade creditors

-

59,878

Taxation and social security

-

169,804

Other creditors

-

38,317

-

329,655

9.

CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR

2022

2020

£

£

Bank loans

-

1,479,668

Other creditors

-

767,328

-

2,246,996

10.

RESERVES

Revaluation

reserve

£

At 1 January 2021

and 3 April 2022

1,120,468

11.	POST BALANCE SHEET EVENTS

Subsequent to the period end (on 12 December 2022), the Group received £35.0m additional funding from its majority shareholder, which will be used to repay its external borrowings.

The Group also completed a corporate re-organisation in June 2022, creating a more flexible structure for future growth and financing, while reinforcing the security of the existing lenders. As part of this restructuring a new entity RedCat Midco Limited was incorporated as a direct subsidiary of RedCat Pub Company Limited.

12.	ULTIMATE PARENT AND CONTROLLING PARTY

The Immediate Parent Company is RedCat Inns Limited who own 100% of the share capital in the entity.

The smallest and largest undertaking for which the company is a member and for which group financial statements are prepared is RedCat Pub Company Limited.

The Ultimate Parent Company is OCM Lux Monarch Sari, an investment fund managed by Oaktree Capital Management LP, a private equity firm.

The Ultimate Controlling Party is Oaktree Opportunities Fund XI GP LP, an investment fund managed by Oaktree Capital Management LP, a private equity management firm.