REGISTERED NUMBER:
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CASPIAN NETWORKS LIMITED |
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Strategic Report, Report of the Directors and |
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Financial Statements for the Year Ended 31 December 2021 |
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REGISTERED NUMBER:
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CASPIAN NETWORKS LIMITED |
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Strategic Report, Report of the Directors and |
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Financial Statements for the Year Ended 31 December 2021 |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Contents of the Financial Statements |
for the year ended 31 December 2021 |
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Page |
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Company Information | 1 |
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Strategic Report | 2 | to | 4 |
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Report of the Directors | 5 | to | 9 |
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Report of the Independent Auditors | 10 | to | 11 |
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Income Statement | 12 |
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Other Comprehensive Income | 13 |
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Balance Sheet | 14 |
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Statement of Changes in Equity | 15 |
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Cash Flow Statement | 16 |
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Notes to the Cash Flow Statement | 17 |
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Notes to the Financial Statements | 18 | to | 26 |
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CASPIAN NETWORKS LIMITED |
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Company Information |
for the year ended 31 December 2021 |
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Directors: |
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Secretary: |
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Registered office: |
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Registered number: |
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Auditors: |
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5-6 Greenfield Crescent |
Edgbaston |
Birmingham |
West Midlands |
B15 3BE |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Strategic Report |
for the year ended 31 December 2021 |
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The directors present their strategic report for the year ended 31 December 2021. |
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Review of business |
The company operated thirteen McDonald's franchised restaurants, employing over 1,300 people in the Bristol and South Gloucestershire areas during the year. However subsequent to year end the company disposed of one its restaurants and thus currently operates twelve restaurants. |
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The company has had a strong year with both positive turnover and profit growth as a result of strong demand for food delivery and a return in to in store dining. |
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Overall profits before tax have increased and amounted to just over £3.85 million. The financial position of the company is increasingly healthy with the balance sheet currently showing net assets of over £10 million. |
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KEY PERFORMANCE INDICATORS |
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Sales for the year stood at £59.98 million, an increase of £19.16 million from 2020, an overall sales increase of approximately 46.95%. This growth in sales is predominantly due to stores being closed for several weeks during 2020, along with an uplift in delivery sales. |
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Gross profit stands at 65.78% compared to 66.34% in 2020 and is in line with expectations. |
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FUTURE DEVELOPMENTS |
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The company plans to acquire more restaurants should the opportunity arise |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Strategic Report |
for the year ended 31 December 2021 |
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Principal risks and uncertainties |
The company operates in a highly competitive market. High street consumer behaviour impacts the company's turnover and the variability of commodity prices impacts profitability. |
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The company is continually assessing all risks with an aim to mitigate any future threats these may have on the business. |
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Economic risk: |
Following some very challenging times, we are optimistic about the economic future. Customer confidence continues to rise and unemployment rates are falling. A cautious approach is still required as real disposable income is declining over the longer term as the cost of living continues to rise, despite interest rates remaining at an historical low. Principal risks are increasing commodity prices, adding pressure to margins and significant upward movements in interest rates might also increase costs. The first mentioned risk is controlled by McDonald's collective purchasing initiatives. The level of borrowing is such that interest rate increases are manageable. |
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Whilst the directors recognise the risks associated with Brexit, they believe that these risks will be mitigated by the strength of the McDonald's brand and the company's strong balance sheet. |
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Regulatory risks: |
The companies operations demand a high level of compliance within a wide range of regulatory requirements. In particular - |
* health and safety |
* hygiene procedures |
* employment laws |
* licensing |
The above, along with a number of other areas, are monitored in detail by McDonalds, as being in the fast food industry brings a high level of regulatory concerns. |
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Consumer taste: |
Any material change in the way the consumer views the fast food industry could have an adverse affect on the company. However, this can also work in the opposite direction and could assist the company to achieve growth. As a result the company focuses, in detail, on recognising demographic trends, ensuring innovation and ensuring that the company only use the freshest and highest quality products through it stores. The company have strict policies to ensure that all stores are maintaining the McDonalds ethos. |
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Competitors : |
The fast food market is a very competitive market, with a high number of large competitors trading in the sector. In order to remain as one of the main players, McDonalds have dedicated teams who focus on ensuring they remain to be the leading company in the market. This will allow them to compete with other large fast food chains. |
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With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside our control, hence we are constantly assessing our plans in line with the current environment. |
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COVID-19 Actions and Implications: |
In considering our response to the COVID-19 pandemic, first and foremost the health and safety of our employees and customers was, and remains, our most important consideration. |
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Despite the introduction of a further national lockdown early in 2021, all of our restaurants have remained open, with strong demand for McDelivery and in our Drive Thru restaurants. |
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We are confident that customer demand will continue through 2022 and are well placed to deliver with our Drive Thru restaurants and McDelivery offering, underpinned by the McDonald's brand. |
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Projections for 2022 and 2023 have been prudently revised to reflect a slowdown in revenue growth, the National Living and Minimum wage rates increasing from April 2022 and the VAT rate increasing to 20% during 2022. These projections indicate the business generates a profit in both 2022 and 2023. |
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Given the uncertainty that COVID-19 presents, on-going assessment by management, and engagement and communications with key stakeholders will continue. Due to this uncertainty it is not currently possible to estimate the overall impact the pandemic will have on the business or future financial statements. |
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Further information is contained in the going concern note in the Report of the Directors. |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Strategic Report |
for the year ended 31 December 2021 |
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Section 172(1) statement |
The board of directors take into account the likely consequences of long-term decisions; build relationships with stakeholders; understand the importance of engaging with our employees; understand the impact of our operations on the communities within which we operate; and attribute importance to behaving as a responsible business. |
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The board of directors consider, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2021. In particular by reference to the approval of our business plan, which is updated on an annual basis. Our business plan was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering high quality quick-service food. |
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Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach the to pay and benefits our employees receive. The health, safety and wellbeing of our employees is one of our primary considerations in the way we do business. |
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As the Board of directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours, and in doing so, will contribute to the delivery of our plan. |
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On behalf of the board: |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Report of the Directors |
for the year ended 31 December 2021 |
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The directors present their report with the financial statements of the company for the year ended 31 December 2021. |
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Principal activity |
The principal activity of the company in the year under review was that of the operation of McDonald's franchised restaurants. |
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Dividends |
Interim dividends per share were paid as follows: |
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Ordinary A £1 shares £1,000.00 - 30 April 2021 |
Ordinary B £1 shares £3,400.00 - 30 April 2021 |
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The directors recommend that no final dividends be paid. |
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The total distribution of dividends for the year ended 31 December 2021 will be £160,000. |
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Research and development |
The company does not carry out any independent research and development. However the franchisor, McDonalds' Restaurants Limited, carries out its own research and development on behalf of all franchisees. The company makes a contribution towards this through its existing payments to the franchisor. |
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Events since the end of the year |
Information relating to events since the end of the year is given in the notes to the financial statements. |
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Directors |
The directors shown below have held office during the whole of the period from 1 January 2021 to the date of this report. |
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Going concern |
The directors have considered the application of the going concern basis of accounting in doing so they have considered the period from the date of this report until 31 December 2023. The directors have assessed the expected future financial performance of the entity and believe that the ability of the Company to continue to operate its sales through delivery, drive thru and take away channels, will enable the Company to continue its operations and settle its obligations for this period in the normal course of business. |
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The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
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Employment of disabled persons |
The company operates a policy of giving full & fair consideration to employment applications from disabled persons. |
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Provision of information to employees |
The company has a system for providing employees with information of concern to them. It also consults employees on a regular basis so that their views can be taken into account in making decisions affecting them. It regularly to explains to employees the financial and economic factors affecting the performance of the company and makes them aware of the provision of training, career development and employment of disabled employees. |
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Engagement with employees |
Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach the to pay and benefits our employees receive. The health, safety and wellbeing of our employees is one of our primary considerations in the way we do business. |
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Engagement with suppliers, customers and others |
The board of directors take into account the likely consequences of long-term decisions; build relationships with stakeholders; understand the impact of our operations on the communities within which we operate; and attribute importance to behaving as a responsible business. |
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Streamlined energy and carbon reporting |
In line with the government's streamlined energy and carbon reporting requirements we are required to report our organisation's carbon emissions for the period 1st January 2021 to 31st December 2021 against our 2020 baseline. |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Report of the Directors |
for the year ended 31 December 2021 |
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Our emissions are reported using the financial control boundary and the methodology used aligns with Defra's Environmental reporting guidelines (2019) and uses the UK government's greenhouse gas reporting conversion factors (2021) to quantify emissions. |
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Scope of reporting |
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Emissions source |
1st January 2020 -
31st December 2020 |
1st January 2021-
31st December 2021 |
Change |
% Change |
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Direct Fugitive Emissions from
Refrigeration, Air Conditioning etc - Refrigerant Gas |
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Direct Emissions from Mobile Combustion
Sources - Franchisee Vehicle Fuel Consumption |
6.2 |
3.6 |
-2.6 |
-41.9% |
Direct Emissions from Stationary
Combustion - Franchisee Natural Gas Consumption |
88.5 |
85.1 |
-3.4 |
-3.8% |
Direct Emissions From Stationary
Combustion - Other Fuel Consumption |
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- |
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-% |
Total Scope 1 (tCO2e) | 94.7 | 88.7 | -6.0 | -6.3% |
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Indirect Emissions from Franchisee
Purchased Electricity |
1,217.9 |
1,412.1 |
194.2 |
15.9% |
Total Scope 2 (tCO2e) | 1,217.9 | 1,412.1 | 194.2 | 15.9% |
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Total Scope 1 & 2 (tCO2e) - Location Based | 1,312.6 | 1,500.8 | 188.2 | 14.3% |
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Fuel Consumed by Personal Vehicles used
for Business Activities - Grey Fleet |
5.1 |
8.2 |
3.1 |
60.8% |
Direct Emissions From Stationary
Combustion - Natural Gas Consumption at Landlord Leased Restaurants |
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Direct Emissions From Stationary
Combustion - Other Fuel Consumption at Landlord Leased Restaurants |
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Indirect Emissions From Purchased
Electricity of Landlord Leased Restaurants |
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Total Scope 3 (tCO2e) | 5.1 | 8.2 | 3.1 | 60.8% |
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Total Scope 1, 2 & 3 (tCO2e) | 1,317.7 | 1,509.0 | 191.3 | 14.5% |
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Intensity Metrics |
Annual Turnover (£M) | 41 | 60 | 19 | 46.3% |
Scope 1 & 2 emissions per unit (tCO2e/£M
Turnover) |
32.2 |
25.1 |
-7.1 |
-22.1% |
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Energy Consumption by source (kWh) |
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Electricity | 5,223,920 | 6,650,347 | 1,426,427 | 27.3% |
Gas | 481,141 | 461,448 | -19,693 | -4.1% |
Purchased Fuel |
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Company Car | 24,961 | 14,678 | -10,283 | -41.1% |
Grey Fleet Vehicle | 20,739 | 33,494 | 12,755 | 61.5% |
Total | 5,750,761 | 7,159,967 | 1,409,206 | 24.5% |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Report of the Directors |
for the year ended 31 December 2021 |
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Absolute emissions compared to our baseline have increased this year due to an increase in business activity, Covid 19 restrictions limited our operations during the baseline as restaurants were required to close for part of the year. This increase broadly falls in line with the amount of time the restaurants were closed or operating at limited capacity. Overall total scope 1 and 2 emissions rose by 14.3% and scope 3 emissions rose by 60.8%, total emission increased by 14.5%, this can be mainly attributed to a 24.5% increase in energy use. |
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Our largest source of emissions is a direct result of electricity consumption, followed by natural gas used for our restaurant kitchens and heating. As the United Kingdom moves towards reducing their energy use to meet the requirements of Net Zero Carbon Emissions by 2050. Our overall strategy is to pursue a program of energy efficiency combined with carbon mitigation measures such as the utilisation of renewable electricity, this will be bolstered with programs to reduce and decarbonise heat across our estate. |
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Notable initiatives carried out this year include: |
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- The continued procurement of a Power Purchase Agreement with a renewable generator backed renewable electricity tariffs |
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Further information on our calculations can be found in our GHG Methodology statement. |
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Greenhouse Gas (GHG) Reporting Methodology Statement |
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Reporting Period |
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Emissions are reported against accounting year covering the period 1st January to 31st December 2021. |
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Reporting Boundary |
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Financial Control Approach - McDonald's reports any emissions from its operations for which it has the ability to directly influence financial and operating policies to gain economic benefit. This is focussed predominantly on energy consumed in buildings where MCoOp are the bill payer, this includes vacant units where they pay the bill until it is reoccupied or disposed of. This is restricted to the UK where we have full financial control over our operations. |
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Greenhouse Gases Reported |
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All greenhouse gas emissions are reported in tonnes of carbon dioxide equivalent (TCO2e) to account for all six of the Kyoto Protocol GHG's. |
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Emissions Factors |
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Government's Greenhouse gas reporting conversion factors for 2020 & 2021. |
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Baseline Year |
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Covers the period 1st January to 31st December 2020. |
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Intensity Ratio |
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McDonald's uses annual turnover (tCO2e/£) to normalise and compare its emissions over time. |
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Exclusions |
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McDonald's do not currently report fugitive emissions (refrigerant leakage) from refrigeration and air conditioning systems in leased properties or fleet. This is due to the difficulty in obtaining centralised data on refrigerant top-ups and the fact a majority of our buildings are out of scope as franchisees manage the HVAC systems. Given the size and types of emission sources listed by McDonald's, fugitive emissions are expected to be a very small proportion of total emissions and are therefore considered immaterial. |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Report of the Directors |
for the year ended 31 December 2021 |
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Scope of Emissions |
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Scope 1 - Direct Emissions | Scope 2 - Indirect Emissions |
Scope 3 - Other Indirect
Emissions |
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On-site Fuel Combustion: | Purchased Electricity: | On-site Fuel Combustion: |
Gas and fuel directly purchased for
heating or generation across property managed by McOpCo. |
Electricity directly purchased
across property managed by McOpCo. |
Gas and fuel directly
purchased for heating or generation across property managed by Franchisees. |
Company Vehicles: | Purchased Electricity: |
Fuel purchased for fleet vehicles
managed and owned by McOpCo. |
Electricity directly purchased
across property managed by Franchisees. |
Fugitive Emissions 1: | Upstream Leased Assets: |
Refrigerant leaks from air-conditioning
(RAC) equipment in leased assets and fleet vehicles managed and owned by McOpCo. |
Gas and electricity recharges
across leased property managed by the Landlord. |
Grey Fleet: |
Fuel purchased for staff personal vehicles used for business activities. |
Company Vehicles: |
Fuel purchased for fleet vehicles managed and owned by Franchisees. |
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Fugitive emissions are currently not reported as outlined in the exclusions statement. |
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Process |
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McDonald's follow the reporting approach set out in the UK Government's Environmental Reporting Guidance (2019) to ensure that reporting standards are robust and transparent. |
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For most of its major emissions sources primary data from AMR meter readings, utility bills and expensed claims. Emissions data is collated centrally by Mitie Energy's Sustainability team who have overall responsibility for ensuring the calculations and methodology are correct. |
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Data Sources |
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Scope 1 and 2: |
Gas Consumption |
Utility bills are verified through Mitie's bureau service.
Any billing data is cross referenced against half hourly and meter read data where available. |
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Company Vehicles |
Fleet Fuel Card data records provide the amount of fuel
purchased for business purposes. |
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Purchased Electricity |
Utility bills are verified through Mitie's bureau service.
Any billing data is cross referenced against half hourly and meter read data where available. |
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Scope 3: |
Grey Fleet | Mileage claims are provided. |
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Franchisee |
Utility bills are verified through Mitie's bureau service.
Any billing data is cross referenced against half hourly and meter read data where available. |
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Upstream Leased Assets |
Landlord statements are used where available. Where
unavailable landlord recharge data is estimated based on a typical restaurants consumption profile. |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Report of the Directors |
for the year ended 31 December 2021 |
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Estimations |
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Where building utility data is unavailable, estimations are made based on an average restaurant types consumption, only those sites with a 100% complete data are used to calculate the average. For sites where invoice data is only available for a partial period, the available data is apportioned using an average kWh/day figure. For Asda sites (where the data couldn't be obtained at all), a 20% uplift was given to the 2020 to account for COVID-19 lockdown easing increased occupancy at McDonald's restaurants. |
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Disclosure in the strategic report |
The Strategic Report includes a statement by the directors in performance of their statutory duties in accordance with s172(1) Companies Act 2006. |
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Statement of directors' responsibilities |
The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations. |
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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 company and of the profit or loss of the company for that period. In preparing these financial statements, the directors are required to: |
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- | select suitable accounting policies and then apply them consistently; |
- | make judgements and accounting estimates that are reasonable and prudent; |
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state whether applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the financial statements; |
- | prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business. |
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The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
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Statement as to disclosure of information to auditors |
So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information. |
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Auditors |
The auditors, Haines Watts Birmingham LLP, were appointed during the year and are deemed re-appointed under Section 487(2) of the Companies Act 2006. |
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On behalf of the board: |
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Report of the Independent Auditors to the Members of |
Caspian Networks Limited |
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Opinion |
We have audited the financial statements of Caspian Networks Limited (the 'company') for the year ended 31 December 2021 which comprise the Income Statement, Other Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and Notes to the Cash Flow Statement, Notes to the Financial Statements, including a summary of 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). |
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In our opinion the financial statements: |
- | give a true and fair view of the state of the company's affairs as at 31 December 2021 and of its profit for the year then ended; |
- | have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and |
- | have been prepared in accordance with the requirements of the Companies Act 2006. |
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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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the 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. |
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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. |
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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 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. |
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Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. |
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Other information |
The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
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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. |
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In connection with our audit of the financial statements, 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 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. |
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Opinions on other matters prescribed by the Companies Act 2006 |
In our opinion, based on the work undertaken in the course of the audit: |
- | the information given in the Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and |
- | the Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements. |
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Matters on which we are required to report by exception |
In the light of the knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Directors. |
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We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion: |
- | adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or |
- | the financial statements are not in agreement with the accounting records and returns; or |
- | certain disclosures of directors' remuneration specified by law are not made; or |
- | we have not received all the information and explanations we require for our audit. |
Report of the Independent Auditors to the Members of |
Caspian Networks Limited |
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Responsibilities of directors |
As explained more fully in the Statement of Directors' Responsibilities set out on page nine, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. |
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In preparing the financial statements, the directors are responsible for assessing the 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 company or to cease operations, or have no realistic alternative but to do so. |
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Auditors' 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 a Report of the Auditors 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. |
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Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
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Based on our understanding of the industry, we identified that the principal risks of non-compliance related to breaches of health and safety, including food hygiene. We considered the extent to which non-compliance might have a material affect on the financial statements. We also considered those laws and regulations that have a direct impact on preparation of the financial statements, such as the Companies Act 2006. We examined management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of overriding of controls) and determined that the principal risks were relating to management bias in accounting estimates, in particular those of accrued liabilities and the useful life of tangible assets. We also discussed with management the possibility of non-compliance with health and safety and food hygiene regulations and reviewed the management controls in place to detect such irregularities. Audit procedures included challenging assumptions made by management in their significant accounting estimates. There are inherent limitations in the Audit procedures described above and the further removed non-compliance with laws and regulations is from the events and transactions described in the financial statements, the less likely we would become aware of it. Also the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one due to error, as fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentations, or through collusion. |
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A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors. |
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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 a Report of the Auditors 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. |
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for and on behalf of
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5-6 Greenfield Crescent |
Edgbaston |
Birmingham |
West Midlands |
B15 3BE |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Income Statement |
for the year ended 31 December 2021 |
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2021 | 2020 |
Notes | £ | £ |
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Turnover |
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Cost of sales |
( |
) |
( |
) |
Gross profit |
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Administrative expenses |
( |
) |
( |
) |
3,272,576 | (1,394,307 | ) |
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Other operating income |
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Operating profit | 4 |
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Interest receivable and similar income |
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3,879,028 | 1,447,581 |
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Interest payable and similar expenses | 5 | ( |
) | ( |
) |
Profit before taxation |
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Tax on profit | 6 | ( |
) | ( |
) |
Profit for the financial year |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Other Comprehensive Income |
for the year ended 31 December 2021 |
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2021 | 2020 |
Notes | £ | £ |
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Profit for the year |
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Other comprehensive income | - | - |
Total comprehensive income for the year |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Balance Sheet |
31 December 2021 |
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2021 | 2020 |
Notes | £ | £ | £ | £ |
Fixed assets |
Intangible assets | 9 |
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Tangible assets | 10 |
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Investments | 11 |
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Current assets |
Stocks | 12 |
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Debtors | 13 |
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Cash at bank and in hand |
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Creditors |
Amounts falling due within one year | 14 |
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Net current assets |
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Total assets less current liabilities |
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Creditors |
Amounts falling due after more than one
year |
15 |
( |
) |
( |
) |
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Provisions for liabilities | 19 | ( |
) | ( |
) |
Net assets |
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Capital and reserves |
Called up share capital | 20 |
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Retained earnings | 21 |
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Shareholders' funds |
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The financial statements were approved by the Board of Directors and authorised for issue on
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Statement of Changes in Equity |
for the year ended 31 December 2021 |
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Called up |
share | Retained | Total |
capital | earnings | equity |
£ | £ | £ |
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Balance at 1 January 2020 |
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Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
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Balance at 31 December 2020 |
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Changes in equity |
Dividends | - | ( |
) | ( |
) |
Total comprehensive income | - |
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Balance at 31 December 2021 |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Cash Flow Statement |
for the year ended 31 December 2021 |
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2021 | 2020 |
Notes | £ | £ |
Cash flows from operating activities |
Cash generated from operations | 1 |
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Interest paid | ( |
) | ( |
) |
Tax paid | ( |
) |
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Net cash from operating activities |
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Cash flows from investing activities |
Purchase of intangible fixed assets | ( |
) |
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Purchase of tangible fixed assets | ( |
) | ( |
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Sale of tangible fixed assets |
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Sale of fixed asset investments |
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Interest received |
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Net cash from investing activities | ( |
) | ( |
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Cash flows from financing activities |
New loans in year |
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Loan repayments in year | ( |
) | ( |
) |
Amount introduced by directors | 160,209 | 160,000 |
Amount withdrawn by directors | (616,515 | ) | (162,475 | ) |
Equity dividends paid | ( |
) | ( |
) |
Net cash from financing activities | ( |
) |
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Increase in cash and cash equivalents |
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Cash and cash equivalents at beginning
of year |
2 |
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2,741,101 |
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Cash and cash equivalents at end of year | 2 | 8,116,498 | 6,037,533 |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Cash Flow Statement |
for the year ended 31 December 2021 |
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1. | Reconciliation of profit before taxation to cash generated from operations |
2021 | 2020 |
£ | £ |
Profit before taxation |
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Depreciation charges |
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Profit on disposal of fixed assets |
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( |
) |
Finance costs | 32,590 | 37,380 |
Finance income | - | (600 | ) |
5,682,838 | 3,078,552 |
(Increase)/decrease in stocks | ( |
) |
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(Increase)/decrease in trade and other debtors | ( |
) |
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(Decrease)/increase in trade and other creditors | ( |
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Cash generated from operations |
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2. | Cash and cash equivalents |
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The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
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Year ended 31 December 2021 |
31/12/21 | 1/1/21 |
£ | £ |
Cash and cash equivalents | 8,116,498 | 6,037,533 |
Year ended 31 December 2020 |
31/12/20 | 1/1/20 |
£ | £ |
Cash and cash equivalents | 6,037,533 | 2,741,101 |
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3. | Analysis of changes in net funds |
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At 1/1/21 | Cash flow | At 31/12/21 |
£ | £ | £ |
Net cash |
Cash at bank and in hand | 6,037,533 | 2,078,965 | 8,116,498 |
6,037,533 |
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8,116,498 |
Debt |
Debts falling due within 1 year | (664,467 | ) | - | (664,467 | ) |
Debts falling due after 1 year | (1,836,887 | ) | 670,369 | (1,166,518 | ) |
(2,501,354 | ) | 670,369 | (1,830,985 | ) |
Total | 3,536,179 | 2,749,334 | 6,285,513 |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements |
for the year ended 31 December 2021 |
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1. | Statutory information |
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Caspian Networks Limited is a
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The presentation currency of the financial statements is the Pound Sterling (£). |
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2. | Accounting policies |
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Basis of preparing the financial statements |
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Going Concern |
The directors have considered the application of the going concern basis of accounting in doing so they have considered the period from the date of this report until 31 December 2023. The directors have assessed the expected future financial performance of the entity and believe that the ability of the Company to continue to operate its sales through delivery, drive thru and take away channels, will enable the Company to continue its operations and settle its obligations for this period in the normal course of business. |
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The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the annual financial statements. |
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Turnover |
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. |
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Intangible assets |
Franchise rights & fees, being the amounts paid on acquisition of restaurants are being written off evenly over the terms of the franchise agreements or, in the case of restaurants acquired mid term, written off over 20 years. The 20 year write off period for any restaurants purchased mid term is on the basis that, on expiry of the existing 20 year franchise agreements, the company will be granted further 20 year franchises. The franchisor operates a formal "new term process" which sets out requirements for granting of a new term and the director does not anticipate any difficulty in meeting these requirements. |
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Tangible fixed assets |
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Short leasehold | - |
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Plant and machinery | - |
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Fixtures and fittings | - |
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Motor vehicles | - |
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Stocks |
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. |
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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. |
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Current or deferred taxation assets and liabilities are not discounted. |
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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 balance sheet date. |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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2. | Accounting policies - continued |
Deferred tax |
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
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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. |
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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. |
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Hire purchase and leasing commitments |
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease. |
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Pension costs and other post-retirement benefits |
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate. |
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Impairment of fixed assets |
At each reporting end date, the company 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. |
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Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to each asset for which the estimates of future cash flows have not been adjusted. |
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If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease |
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Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase. |
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Holiday pay accrual |
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted cost of the future holiday entitlement so accrued at the Balance Sheet date. |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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2. | Accounting policies - continued |
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Financial instruments |
The Company only enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares |
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For financial assets measured at amortised cost, the impairment cost is measured at the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the assets effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract |
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For assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date |
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Creditors |
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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. |
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Finance costs |
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Finance costs are charged to the Profit and Loss Account over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument |
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Dividends |
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Equity dividends are recognised when they legally become payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholdersat an annual general meeting. |
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Judgements in applying accounting policies and key sources of estimation uncertainty |
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In the process of applying the company's accounting policies, management are required to make certain estimates and judgements. The key estimates and judgements are as follows: |
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Depreciation and residual values |
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The director has reviewed the asset lives and associated residual values of all fixed asset classes, and has concluded that asset lives and residual values are appropriate |
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3. | Employees and directors |
2021 | 2020 |
£ | £ |
Wages and salaries |
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Social security costs |
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Other pension costs |
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The average number of employees during the year was as follows: |
2021 | 2020 |
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Crew labour | 1,259 | 1,325 |
Management labour | 51 | 52 |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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3. | Employees and directors - continued |
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2021 | 2020 |
£ | £ |
Directors' remuneration |
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The number of directors to whom retirement benefits were accruing was as follows: |
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Money purchase schemes |
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4. | Operating profit |
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The operating profit is stated after charging/(crediting): |
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2021 | 2020 |
£ | £ |
Hire of plant and machinery |
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Other operating leases |
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Depreciation - owned assets |
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Profit on disposal of fixed assets |
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( |
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Franchise rights & fees amortisation |
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Auditors' remuneration |
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Other non- audit services |
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5. | Interest payable and similar expenses |
2021 | 2020 |
£ | £ |
Bank interest |
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6. | Taxation |
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Analysis of the tax charge |
The tax charge on the profit for the year was as follows: |
2021 | 2020 |
£ | £ |
Current tax: |
UK corporation tax |
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Deferred tax |
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Tax on profit |
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UK corporation tax has been charged at 19% . |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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6. | Taxation - continued |
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Reconciliation of total tax charge included in profit and loss |
The tax assessed for the year is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
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2021 | 2020 |
£ | £ |
Profit before tax |
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Profit multiplied by the standard rate of corporation tax in the UK of
(2020 - |
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Effects of: |
Expenses not deductible for tax purposes |
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Capital allowances in excess of depreciation | ( |
) | - |
Depreciation in excess of capital allowances | - |
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Deferred tax charge | 317,865 | 37,755 |
Profit/loss on disposal of fixed assets | - | (2,050 | ) |
Total tax charge | 1,006,069 | 303,833 |
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The Finance Act 2021 introduced an increase to the UK's main corporation tax rate to 25%, which is due to be effective from 1 April 2023. |
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Deferred tax has been calculated at 25% (2020: 19%). |
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7. | Dividends |
2021 | 2020 |
£ | £ |
Ordinary A shares of £1 each |
Interim |
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Ordinary B shares of £1 each |
Interim |
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8. | Government grants |
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During the period the company received a total grant of £606,452 (2020 - £2,841,288) under the Coronavirus Job Retention Scheme. This is shown in the profit and loss account under the heading other income. |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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9. | Intangible fixed assets |
Franchise |
rights & |
fees |
£ |
Cost |
At 1 January 2021 |
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Additions |
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At 31 December 2021 |
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Amortisation |
At 1 January 2021 |
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Amortisation for year |
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At 31 December 2021 |
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Net book value |
At 31 December 2021 |
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At 31 December 2020 |
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10. | Tangible fixed assets |
Fixtures |
Short | Plant and | and | Motor |
leasehold | machinery | fittings | vehicles | Totals |
£ | £ | £ | £ | £ |
Cost |
At 1 January 2021 |
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Additions |
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At 31 December 2021 |
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Depreciation |
At 1 January 2021 |
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Charge for year |
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At 31 December 2021 |
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Net book value |
At 31 December 2021 |
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At 31 December 2020 |
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11. | Fixed asset investments |
Unlisted |
investments |
£ |
Cost |
At 1 January 2021 |
and 31 December 2021 |
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Net book value |
At 31 December 2021 |
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At 31 December 2020 |
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Fixed asset investments consists of 16,250 (2020 - 16,250) ordinary shares of £1 each in Fries Holding Company Limited, a company registered in Guernsey. The investments are included in the accounts at cost. |
CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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12. | Stocks |
2021 | 2020 |
£ | £ |
Food stock |
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Paper stock |
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Non product stock | 2,929 | 9,615 |
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Stock recognised in cost of sales during the year as an expense was £20,525,171 (2020: £13,737,347) |
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13. | Debtors: amounts falling due within one year |
2021 | 2020 |
£ | £ |
Trade debtors |
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Other debtors |
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Directors' current accounts | 338,608 | - |
Prepayments |
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14. | Creditors: amounts falling due within one year |
2021 | 2020 |
£ | £ |
Bank loans and overdrafts (see note 16) |
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Trade creditors |
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Tax |
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Social security and other taxes |
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VAT | 893,793 | 980,835 |
Other creditors |
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Directors' current accounts | - | 117,698 |
Accrued expenses |
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15. | Creditors: amounts falling due after more than one year |
2021 | 2020 |
£ | £ |
Bank loans (see note 16) |
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16. | Loans |
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An analysis of the maturity of loans is given below: |
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2021 | 2020 |
£ | £ |
Amounts falling due within one year or on demand: |
Bank loans |
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Amounts falling due between one and two years: |
Bank loans - 1-2 years |
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Amounts falling due between two and five years: |
Bank loans - 2-5 years |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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16. | Loans - continued |
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The loans are due for repayment in equal monthly instalments with terms as stated above. They are unsecured with interest charged at 1.2% above the Bank of England base rates. |
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17. | Leasing agreements |
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Minimum lease payments under non-cancellable operating leases fall due as follows: |
2021 | 2020 |
£ | £ |
Within one year |
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Between one and five years |
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In more than five years |
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Lease payments recognised as an expense in the year totalled £6,572,004 (2020: £4,453,000). |
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The Company's restaurant premises are leased from McDonalds Restaurants Limited under non-cancellable operating leases with expiry terms of more than five years. Rent is calculated as a percentage of sales above base, the above operating lease commitment only relates to base rent. Each restaurant pays its own unique base rent based on its circumstances, with the remainder of the rent being based on the performance of the restaurant. |
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18. | Financial instruments |
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Financial Assets | 31.12.21 | 31.12.20 |
£ | £ |
Financial assets as an equity instrument | 16,250 | 16,250 |
Financial assets that are debt instruments measured at amortised cost | 8,810,485 | 6,130,761 |
8,826,735 | 6,147,011 |
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Financial Liabilities | 4,933,909 | 5,933,212 |
4,933,909 | 5,933,212 |
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19. | Provisions for liabilities |
2021 | 2020 |
£ | £ |
Deferred tax | 850,782 | 532,917 |
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Deferred tax |
£ |
Balance at 1 January 2021 |
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Provided during year |
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Balance at 31 December 2021 |
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CASPIAN NETWORKS LIMITED (REGISTERED NUMBER: 03283357) |
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Notes to the Financial Statements - continued |
for the year ended 31 December 2021 |
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20. | Called up share capital |
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Allotted, issued and fully paid: |
Number: | Class: | Nominal | 2021 | 2020 |
value: | £ | £ |
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Ordinary A | £1 | 75 | 75 |
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Ordinary B | £1 | 25 | 25 |
100 | 100 |
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21. | Reserves |
Retained |
earnings |
£ |
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At 1 January 2021 |
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Profit for the year |
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Dividends | ( |
) |
At 31 December 2021 |
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22. | Related party disclosures |
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During the year, total dividends of £160,000 were paid to the directors . |
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23. | Post balance sheet events |
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The company sold one of its stores in March 2022 for proceeds of approximately £1.1 million. |
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24. | Ultimate controlling party |
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The controlling party is M D Guerin. |