Caseware UK (AP4) 2023.0.135 2023.0.135 2023-12-312023-12-312023-12-312022-12-2635falseNo description of principal activity34falsefalse 08895755 2022-12-26 2023-12-31 08895755 2021-12-27 2022-12-25 08895755 2023-12-31 08895755 2022-12-25 08895755 2021-12-27 08895755 c:CompanySecretary1 2022-12-26 2023-12-31 08895755 c:Director1 2022-12-26 2023-12-31 08895755 c:Director2 2022-12-26 2023-12-31 08895755 c:Director4 2022-12-26 2023-12-31 08895755 c:RegisteredOffice 2022-12-26 2023-12-31 08895755 d:Buildings 2022-12-26 2023-12-31 08895755 d:Buildings d:LongLeaseholdAssets 2022-12-26 2023-12-31 08895755 d:MotorVehicles 2022-12-26 2023-12-31 08895755 d:FurnitureFittings 2022-12-26 2023-12-31 08895755 d:ComputerEquipment 2022-12-26 2023-12-31 08895755 d:Goodwill 2022-12-26 2023-12-31 08895755 d:CurrentFinancialInstruments 2023-12-31 08895755 d:CurrentFinancialInstruments 2022-12-25 08895755 d:Non-currentFinancialInstruments 2023-12-31 08895755 d:Non-currentFinancialInstruments 2022-12-25 08895755 d:CurrentFinancialInstruments d:WithinOneYear 2023-12-31 08895755 d:CurrentFinancialInstruments d:WithinOneYear 2022-12-25 08895755 d:Non-currentFinancialInstruments d:AfterOneYear 2023-12-31 08895755 d:Non-currentFinancialInstruments d:AfterOneYear 2022-12-25 08895755 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2023-12-31 08895755 d:Non-currentFinancialInstruments d:BetweenOneTwoYears 2022-12-25 08895755 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2023-12-31 08895755 d:Non-currentFinancialInstruments d:BetweenTwoFiveYears 2022-12-25 08895755 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2023-12-31 08895755 d:Non-currentFinancialInstruments d:MoreThanFiveYears 2022-12-25 08895755 d:ShareCapital 2022-12-26 2023-12-31 08895755 d:ShareCapital 2023-12-31 08895755 d:ShareCapital 2021-12-27 2022-12-25 08895755 d:ShareCapital 2022-12-25 08895755 d:ShareCapital 2021-12-27 08895755 d:MergerReserve 2022-12-26 2023-12-31 08895755 d:RetainedEarningsAccumulatedLosses 2022-12-26 2023-12-31 08895755 d:RetainedEarningsAccumulatedLosses 2023-12-31 08895755 d:RetainedEarningsAccumulatedLosses 2021-12-27 2022-12-25 08895755 d:RetainedEarningsAccumulatedLosses 2022-12-25 08895755 d:RetainedEarningsAccumulatedLosses 2021-12-27 08895755 c:OrdinaryShareClass1 2022-12-26 2023-12-31 08895755 c:OrdinaryShareClass1 2023-12-31 08895755 c:OrdinaryShareClass1 2022-12-25 08895755 c:FRS102 2022-12-26 2023-12-31 08895755 c:Audited 2022-12-26 2023-12-31 08895755 c:FullAccounts 2022-12-26 2023-12-31 08895755 c:PrivateLimitedCompanyLtd 2022-12-26 2023-12-31 08895755 d:Subsidiary1 2022-12-26 2023-12-31 08895755 d:Subsidiary1 1 2022-12-26 2023-12-31 08895755 d:Subsidiary2 2022-12-26 2023-12-31 08895755 d:Subsidiary2 1 2022-12-26 2023-12-31 08895755 d:Subsidiary3 2022-12-26 2023-12-31 08895755 d:Subsidiary3 1 2022-12-26 2023-12-31 08895755 d:Subsidiary4 2022-12-26 2023-12-31 08895755 d:Subsidiary4 1 2022-12-26 2023-12-31 08895755 d:Subsidiary5 2022-12-26 2023-12-31 08895755 d:Subsidiary5 1 2022-12-26 2023-12-31 08895755 d:Subsidiary17 2022-12-26 2023-12-31 08895755 d:Subsidiary17 1 2022-12-26 2023-12-31 08895755 d:Subsidiary18 2022-12-26 2023-12-31 08895755 d:Subsidiary18 1 2022-12-26 2023-12-31 08895755 d:WithinOneYear 2023-12-31 08895755 d:WithinOneYear 2022-12-25 08895755 d:BetweenOneFiveYears 2023-12-31 08895755 d:BetweenOneFiveYears 2022-12-25 08895755 d:MoreThanFiveYears 2023-12-31 08895755 d:MoreThanFiveYears 2022-12-25 08895755 d:HirePurchaseContracts d:WithinOneYear 2023-12-31 08895755 d:HirePurchaseContracts d:WithinOneYear 2022-12-25 08895755 d:HirePurchaseContracts d:BetweenOneFiveYears 2023-12-31 08895755 d:HirePurchaseContracts d:BetweenOneFiveYears 2022-12-25 08895755 c:Consolidated 2023-12-31 08895755 c:ConsolidatedGroupCompanyAccounts 2022-12-26 2023-12-31 08895755 d:AcceleratedTaxDepreciationDeferredTax 2023-12-31 08895755 d:AcceleratedTaxDepreciationDeferredTax 2022-12-25 08895755 d:TaxLossesCarry-forwardsDeferredTax 2023-12-31 08895755 d:TaxLossesCarry-forwardsDeferredTax 2022-12-25 08895755 2 2022-12-26 2023-12-31 08895755 6 2022-12-26 2023-12-31 xbrli:shares iso4217:GBP xbrli:pure
Company registration number: 08895755







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
31 DECEMBER 2023


FULL HOUSE RESTAURANTS HOLDINGS LIMITED






































   img3214.png              

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
COMPANY INFORMATION


Directors
Mr B Shedden 
Mr J Shedden 
Mrs N Frampton 




Company secretary
Mrs C Shedden



Registered number
08895755



Registered office
2nd Floor, Magna House
18-32 London Road

Staines-Upon-Thames

Surrey

TW18 4BP




Independent auditors
Menzies LLP
Chartered Accountants & Statutory Auditor

Magna House

18-32 London Road

Staines-Upon-Thames

TW18 4BP





 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditors' Report
7 - 10
Consolidated Statement of Income and Retained Earnings
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16 - 17
Consolidated Analysis of Net Debt
18
Notes to the Financial Statements
19 - 39


 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

Introduction
 
The directors present the Strategic Report for the period ended 31 December 2023.

Business review
 
The Group continued its existing strategy of identifying and investing in new stores where there is potential for growth, to
supplement its current sites.
It is pleased to report a further new site was opened in 2023, in Great Wryley. Further two new stores opened in 2024, with another store planned to open in 2025.  
The Group returned an increase in revenue in 2023, in a challenging market which saw a slight decline year-on-year across the industry. 
The Group's revenue for 2023 includes the full year results for the 7 stores acquired in October 2022 compared to only 2 months in the prior year comparatives. The growth in revenue was also attributable to a combination of embracing aggregators in collaboration with ‘Just Eat’ along with a focused advertising campaign of the Dominos brand and offers centrally. 
Revenue rose to £73.4m (2022 - £62.7m) an increase of 17.1% but gross margins fell to 29.1% (2022 - 32.2%), resulting in a reduced profit before tax of £6.1m (2022 - £7.5m). The net assets at the year-end were £19.7m (2022 - £19.4m) which included the cash position of £8.6m (2022 - £9.9m). The directors remain satisfied with the group's financial position at the year-end and believe it is well placed to meet any challenges ahead. 
Based on results dividends of £4m were paid to shareholders during the year (2022 - £4.5m).
The business continued its regular refurbishment program, typically refreshing around 5 stores a year.

Principal risks and uncertainties
 
The Group continuously reviews risks and uncertainties.
Management mitigated the risk of aggregators within the marketplace by partnering with the ‘Just Eat’ platform during the year, which has been working well and contributed to maintaining a higher market share during the period. Management continue to monitor these risks and have also entered into an agreement shortly after the year-end with the ‘Uber Eats’ platform.
The group continues to be subject to variable wholesale food prices, anticipated to continue in the medium term. This is the greatest risk and the group is working closely to manage its costs and related supply chain issues, activity switching to UK based suppliers where feasible.
There is a continued threat of higher energy prices, which was a global issue throughout 2023, although most sites are currently under fixed terms.
As the Group continues to grow and open new sites – there are increased resourcing challenges for both store staff and
delivery drivers. The management are actively recruiting and training staff to optimally run the operations.

Page 1

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Financial key performance indicators
 
Retaining market share continues to be the key KPI – and this is tracked by growth in revenue, by individual site and region. The group's revenue increased by 17.1% (2022 - decreased by 3.2%) from the prior year, as it included the full year results for the 7 stores acquired in the last quarter of 2022 compared to 2 months results included in the comparatives. The revenue growth was also assisted by the use of third party platform ‘Just Eat’ as well as the franchisor continuing to invest in promotion/advertisement campaigns. The directors were pleased with the revenue’s continued growth whilst the industry saw a slight decline year-on-year, resulting in a higher market share.
The gross margin is monitored and was 29.1% (2022 – 32.2%) for the year. The fall in gross margin as anticipated due to the higher cost of ingredients within the sector. The franchisor has continued to provide good deals customers to maintain market share. 

Other key performance indicators
 
The Group is committed to ensuring the highest standards and regularly monitors customer feedback and where arising customer complaints are tracked and appropriately followed up.
Employee matters
The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.
There is no employee share scheme at present.
Disabled employees
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Environmental matters 
In accordance with the requirements of The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018 the Directors would like to disclose the following information for the period ended 31 December 2023.


Directors' statement of compliance with duty to promote the success of the Group
 
We can confirm that at all times the directors of the company have operated for the benefit of its members as a whole and in line with s172(1) Companies Act 2006. Considering the long term consequences of their decisions, the interest of its employees, fostering good relationships with both customers and suppliers; ensuring that the business has a positive impact on the local community and environment, retaining a reputation for the high standards of business conduct and acting fairly between members.  

Page 2

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023


This report was approved by the board and signed on its behalf.




................................................
Mr B Shedden
Director
Date: 22 August 2024

Page 3

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2023

The Directors present their report and the financial statements for the period ended 31 December 2023.

Directors' responsibilities statement

The Directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
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 applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the Directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments and accounting estimates that are reasonable and prudent;

state whether applicable UK 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 Group will continue in business.

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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Results and dividends

The Group's profit for the period, after taxation, amounted to £4,285,202 (2022 - £5,930,574).

A final dividend for 2022 of £2,000,000 plus an interim dividend for 2023 of £2,000,000 were paid during the financial year. A final dividend has been proposed and paid on 8 April 2024 of £2,000,000 (2022: £2,000,000).

Directors

The Directors who served during the period were:

Mr B Shedden 
Mr J Shedden 
Mrs N Frampton 

Future developments

The overall business outlook remains positive; the directors are experienced in the takeaway business and are well aware of the challenges that require consistently applied, high quality procedures to minimise risks. The group continues to invest in its operations and maintains high standards in product quality and staff training.

Page 4

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Engagement with employees

The Group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.
Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the Group's performance.
There is no employee share scheme at present.

Engagement with suppliers, customers and others

The Group has a close working relationship with the main Franchiser and principal supplier, regularly meeting to discuss industry challenges, local promotion deals and new site opportunities. The Group regularly obtains feedback from customers and actively makes changes, where it makes sense and is consistent with the Franchise brand.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the company continues and that the appropriate training is arranged. It is the policy of the company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Environmental matters - streamlined energy and carbon reporting

In accordance with the requirements of The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and
Carbon Report) Regulations 2018 the Directors would like to disclose the following information for the period ended 31 December 2023


31 December
25 December

2023
2022

tonnes C02e
tonnes C02e

£
£



Scope 1 (direct emissions) - natural gas
1,521
1,135
Scope 2 (indirect emissions) - electricity
731
599
Scope 3 - electricity transmission/distribution and employee cars
1,774
608

Intensity Metric
Scope 1, 2 and 3 emission/ sales revenue amounts to £0.25 tonnes CO2/£m (2022 - £0.18 tonnes CO2/£m).

Methodologies used within the calculation
The Group has used the actual KWH data from the monthly invoices it receives and then applied the “Government conversion factors for Group reporting” to calculate the CO2e content.

Energy efficient action taken this year
In the period covered by the report the Company has undertaken the following emissions and energy reduction initiatives:
• Refitting the stores with LED lights. 
• Rolling out heat exchange extraction systems in the stores.
• Recycling as much of our waste as possible: food waste, cardboard etc. 
• Company cars are now being exchanged for hybrid vehicles.

Page 5

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

Matters covered in the Group Strategic Report

The Group has chosen in accordance with the Section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Group's Strategic Report and the Company's Strategic Report Information required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review, principal risks and uncertainties and future developments sections. Additionally, the Group has explained within the Strategic Report how they maintain business relationships with customers and suppliers, including their policy on payment of creditors, and how they ensure consistent and productive engagement with employees and disabled persons.

Disclosure of information to auditors

Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the Director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the Director has taken all the steps that ought to have been taken as a Director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

The auditor, Menzies LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.
 





................................................
Mr B Shedden
Director
Date: 22 August 2024

Page 6

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 

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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED

Opinion


We have audited the financial statements of Full House Restaurants Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 31 December 2023, which comprise the Consolidated Statement of Income and Retained Earnings, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe 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).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 31 December 2023 and of the Group's profit for the period 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.


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 Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council'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.


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.


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 Group's or the parent 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.


Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report.


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' Report thereon. The Directors are responsible for the other information contained within the Annual ReportOur 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. 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 course of 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.


Page 7

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED (CONTINUED)

Opinion 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Directors' Report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company 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.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 4, 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 is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the Directors are responsible for assessing the Group's and the parent 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 Group or the parent Company or to cease operations, or have no realistic alternative but to do so.


Page 8

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED (CONTINUED)

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 an Auditors' Report 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 Group financial statements.


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:

The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including UK Companies Act, employment law and tax legislation. We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statement items.

We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures and the Group secretary.

The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.

We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:

°Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;

°Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process; and

°Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations.

As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:

°Posting of unusual journals, and;

°Risk of fictitious employees.


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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 Auditors' Report.


Page 9

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED


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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FULL HOUSE RESTAURANTS HOLDINGS LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Company's shareholders, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's shareholders those matters we are required to state to them in an Auditors' Report 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 shareholders, as a body, for our audit work, for this report, or for the opinions we have formed.





Andrew Cook FCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
Magna House
18-32 London Road
Staines-Upon-Thames
TW18 4BP

22 August 2024
Page 10

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
CONSOLIDATED STATEMENT OF INCOME AND RETAINED EARNINGS
FOR THE PERIOD ENDED 31 DECEMBER 2023

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
Note
£
£

  

Turnover
 4 
73,425,588
62,704,143

Cost of sales
  
(52,081,250)
(42,529,433)

Gross profit
  
21,344,338
20,174,710

Administrative expenses
  
(15,458,883)
(12,882,485)

Other operating income
 5 
229,803
230,178

Operating profit
 6 
6,115,258
7,522,403

Interest receivable and similar income
 10 
282,963
87,480

Interest payable and similar expenses
 11 
(266,712)
(82,013)

Profit before tax
  
6,131,509
7,527,870

Tax on profit
 12 
(1,846,307)
(1,597,296)

Profit after tax
  
4,285,202
5,930,574

  

  

Retained earnings at the beginning of the period
  
19,239,125
17,808,551

  
19,239,125
17,808,551

Profit for the period attributable to the owners of the parent
  
4,285,202
5,930,574

Dividends declared and paid
  
(4,000,000)
(4,500,000)

Retained earnings at the end of the period
  
19,524,327
19,239,125

  

The notes on pages 19 to 39 form part of these financial statements.

Page 11

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
REGISTERED NUMBER:08895755



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

31 December
25 December
2023
2022
Note
£
£

Fixed assets
  

Intangible assets
 14 
14,268,512
15,356,367

Tangible assets
 15 
5,307,200
5,568,890

  
19,575,712
20,925,257

Current assets
  

Stocks
 17 
372,677
370,779

Debtors: amounts falling due within one year
 18 
3,267,206
2,249,637

Cash at bank and in hand
  
8,608,316
9,889,376

  
12,248,199
12,509,792

Creditors: amounts falling due within one year
 19 
(8,997,651)
(9,745,623)

Net current assets
  
 
 
3,250,548
 
 
2,764,169

Total assets less current liabilities
  
22,826,260
23,689,426

Creditors: amounts falling due after more than one year
 20 
(2,523,427)
(3,632,296)

Provisions for liabilities
  

Deferred tax
 23 
(558,339)
(597,838)

Net assets
  
19,744,494
19,459,292


Capital and reserves
  

Called up share capital 
 24 
1,000
1,000

Merger reserve
 25 
219,167
219,167

Profit and loss account
 25 
19,524,327
19,239,125

Equity attributable to owners of the parent Company
  
19,744,494
19,459,292

  
19,744,494
19,459,292


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Mr B Shedden
Director
Date: 22 August 2024

The notes on pages 19 to 39 form part of these financial statements.

Page 12

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
REGISTERED NUMBER:08895755



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2023

31 December
25 December
2023
2022
Note
£
£

Fixed assets
  

Investments
 16 
15,846,923
18,344,580

  
15,846,923
18,344,580

Current assets
  

Debtors: amounts falling due within one year
 18 
6,056,732
3,923,588

Cash at bank and in hand
  
8,583,684
9,814,654

  
14,640,416
13,738,242

Creditors: amounts falling due within one year
 19 
(25,601,709)
(26,341,506)

Net current liabilities
  
 
 
(10,961,293)
 
 
(12,603,264)

Total assets less current liabilities
  
4,885,630
5,741,316

  

Creditors: amounts falling due after more than one year
 20 
(1,956,416)
(2,984,469)

  

Net assets
  
2,929,214
2,756,847


Capital and reserves
  

Called up share capital 
 24 
1,000
1,000

Profit and loss account brought forward
  
2,755,847
2,667,816

Profit for the period
  
4,172,367
4,588,031

Other changes in the profit and loss account

  

(4,000,000)
(4,500,000)

Profit and loss account carried forward
  
2,928,214
2,755,847

  
2,929,214
2,756,847


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


................................................
Mr B Shedden
Director

Date: 22 August 2024

The notes on pages 19 to 39 form part of these financial statements.

Page 13

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Other reserves
Profit and loss account
Total equity

£
£
£
£


At 26 December 2021
1,000
219,167
17,808,551
18,028,718


Comprehensive income for the period

Profit for the period
-
-
5,930,574
5,930,574
Total comprehensive income for the period
-
-
5,930,574
5,930,574


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(4,500,000)
(4,500,000)


Total transactions with owners
-
-
(4,500,000)
(4,500,000)



At 25 December 2022
1,000
219,167
19,239,125
19,459,292


Comprehensive income for the period

Profit for the period
-
-
4,285,202
4,285,202
Total comprehensive income for the period
-
-
4,285,202
4,285,202


Contributions by and distributions to owners

Dividends: Equity capital
-
-
(4,000,000)
(4,000,000)


Total transactions with owners
-
-
(4,000,000)
(4,000,000)


At 31 December 2023
1,000
219,167
19,524,327
19,744,494


The notes on pages 19 to 39 form part of these financial statements.

Page 14

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2023


Called up share capital
Profit and loss account
Total equity

£
£
£


At 26 December 2021
1,000
2,667,816
2,668,816


Comprehensive income for the period

Profit for the period
-
4,588,031
4,588,031


Contributions by and distributions to owners

Dividends: Equity capital
-
(4,500,000)
(4,500,000)


Total transactions with owners
-
(4,500,000)
(4,500,000)



At 25 December 2022
1,000
2,755,847
2,756,847


Comprehensive income for the period

Profit for the period
-
4,172,367
4,172,367


Contributions by and distributions to owners

Dividends: Equity capital
-
(4,000,000)
(4,000,000)


Total transactions with owners
-
(4,000,000)
(4,000,000)


At 31 December 2023
1,000
2,928,214
2,929,214


The notes on pages 19 to 39 form part of these financial statements.

Page 15

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2023

31 December
25 December
2023
2022
£
£

Cash flows from operating activities

Profit for the financial period
4,285,202
5,930,574

Adjustments for:

Amortisation of intangible assets
1,087,855
756,513

Depreciation of tangible assets
1,083,061
987,474

Loss on disposal of tangible assets
(18,519)
(28,149)

Interest paid
266,712
82,013

Interest received
(282,963)
(87,480)

Taxation charge
1,846,307
1,597,296

(Increase) in stocks
(1,898)
(83,932)

(Increase) in debtors
(1,017,567)
(250,729)

Increase in creditors
169,829
3,317,430

Corporation tax (paid)
(2,693,034)
(1,710,282)

Net cash generated from operating activities

4,724,985
10,510,728


Cash flows from investing activities

Purchase of tangible fixed assets
(868,094)
(1,321,992)

Sale of tangible fixed assets
65,242
68,489

Interest received
282,963
87,480

Acquisition of subsidiaries, net of cash received
-
(9,357,617)

Proceeds from sale of store
-
1,250,000

Net cash from investing activities

(519,889)
(9,273,640)
Page 16

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2023

31 December
25 December

2023
2022

£
£



Cash flows from financing activities

New secured loans
-
4,000,000

Repayment of loans
(1,206,223)
(1,502,085)

Repayment of/new finance leases
(13,221)
(191,944)

Dividends paid
(4,000,000)
(4,500,000)

Interest paid
(266,712)
(82,013)

Net cash used in financing activities
(5,486,156)
(2,276,042)

Net (decrease) in cash and cash equivalents
(1,281,060)
(1,038,954)

Cash and cash equivalents at beginning of period
9,889,376
10,928,330

Cash and cash equivalents at the end of period
8,608,316
9,889,376


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
8,608,316
9,889,376

8,608,316
9,889,376


Page 17

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2023




At 26 December 2022
Cash flows
At 31 December 2023
£

£

£

Cash at bank and in hand

9,889,376

(1,281,060)

8,608,316

Debt due after 1 year

(3,595,977)

1,118,465

(2,477,512)

Debt due within 1 year

(1,174,809)

87,758

(1,087,051)

Finance leases

(93,210)

13,221

(79,989)


5,025,380
(61,616)
4,963,764

The notes on pages 19 to 39 form part of these financial statements.

Page 18

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

1.


General information

Full House Restaurants Holdings Limited (registered number: 08895755) is a private Company limited by shares, domiciled and incorporated in England and Wales. The registered office is 2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, Surrey, TW18 4BP. The principal place of business is Unit 5, The Forum, Hanworth Lane, Chertsey, Surrey, KT16 9JX.
The Group consists of Full House Restaurants Holdings Limited ("the Company") and all of its subsidiaries. The Group manages and operates pizza delivery franchises in England.

2.Accounting policies

 
2.1

Basis of preparation of 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, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Income and Retained Earnings in these financial statements.

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Statement of Financial Position, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Income and Retained Earnings from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 01 January 2014.

 
2.3

Turnover

Turnover 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. Turnover is generated via management of fast food outlets and is measured as the fair value of the consideration received or receivable, excluding discounts, rebated, value added tax and other sales taxes. 

 
2.4

Leased assets: the Group as lessee

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets. Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives. Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where substantially all of the benefits and risks of ownership are assumed by the Group. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to profit or loss so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

Page 19

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.5

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.6

Intangible assets

Goodwill

Goodwill arising on the acquisition of subsidiary undertakings and branches, represents any excess of the fair value of the consideration given over the fair value of the identifiable assets and liabilities acquired. 
Goodwill is being written off over twenty years on the basis that the company has the option, as stipulated in its franchise agreements, to renew the existing franchises for further ten year terms at the end of the initial ten year term. As the directors are likely to take up the option and due to the company being in a good standing with regards to the terms of the franchise agreement, the directors believe amortisation over the full 20 years reflects the likely consumption of economic benefits. 

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed ten years.

           Franchise rights                                      -  10 years straight line

 
2.7

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 20

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.7
Tangible fixed assets (continued)

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.

Depreciation is provided on the following basis:

Freehold property
-
Nil
Long-term leasehold property
-
100 / 10 years straight line
Motor vehicles
-
4 years straight line
Plant and machinery
-
10 years straight line
Computer equipment
-
5 years straight line

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.

The depreciable value of the freehold and leasehold property is £nil because the estimated amount that the entity would expect to obtain from the disposal of the assets, if the properties were already of the age and in the condition expected at the end of its useful economic life, is in excess of the current carrying value. As such no depreciation charge is included within the financial statements. 

 
2.8

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.9

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.10

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 reporting 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.

Page 21

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)

 
2.11

Financial instruments

Derecognition of financial assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.

The Group only enters into basic financial instrument transactions 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 ordinary shares.

 
2.12

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

 
2.13

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.14

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.15

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 reporting date, except that:
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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Page 22

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

2.Accounting policies (continued)


2.15
Current and deferred taxation (continued)

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 date.


3.


Estimates and Judgments

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances.
Key sources of estimation uncertainty
Accounting estimates and assumptions are made concerning the future and, by their nature, will rarely equal the related actual outcome. The key assumptions and other sources of estimation uncertainty that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are as follows:
Management reviews the useful lives, depreciation methods, and residual values of the tangible fixed assets on a regular basis. During the financial period, the directors determined no significant changes in the useful lives and residual values. The carrying amounts of tangible fixed assets are disclosed in note 15.


4.


Turnover

An analysis of turnover by class of business is as follows:


Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£

Sale of Pizzas
73,425,588
62,704,143

73,425,588
62,704,143


All turnover arose within the United Kingdom.

Page 23

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

5.


Other operating income

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£

Net rents receivable
29,803
30,178

Trading incentive
200,000
200,000

229,803
230,178



6.


Operating profit

The operating profit is stated after charging:

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£

Depreciation of Tangible fixed assets
1,083,061
987,474

Profit/loss on sale of Tangible fixed assets
(18,519)
(28,149)

Amortisation of Intangible fixed assets
1,087,855
756,513

Other operating lease rentals
1,442,092
1,202,289


7.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors and their associates:


Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£

Fees payable to the Group's auditors and its associates for the audit of the Group's annual financial statements
62,250
56,250

Fees payable to the Group's auditors and its associates in respect of:

Taxation compliance services
17,500
15,750

All non-audit services not included above
61,130
91,965

Page 24

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

8.


Employees

Staff costs, including Directors' remuneration, were as follows:


Group
31 December
Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£


Wages and salaries
22,076,281
18,586,306
2,398,459
2,115,945

Social security costs
1,112,374
1,132,953
273,589
404,993

Cost of defined contribution scheme
243,202
201,685
31,006
29,438

23,431,857
19,920,944
2,703,054
2,550,376


The average monthly number of employees, including the Directors, during the period was as follows:



Group
          Restated
              Group
Company
Company
Period from 26 December 2022 to
     31 December
Period from 27 December 2021 to
      25 December
Period from 26 December 2022 to
     31 December
Period from 27 December 2021 to
      25 December
        2023
        2022
        2023
        2022
            No.
            No.
            No.
            No.









Head office staff
35
34
35
34



Stores
1,875
1,742
-
-

1,910
1,776
35
34

The prior period average number of employees has been recalculated and restated from 1,829 to 1,776.

Page 25

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

9.


Directors' remuneration

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£

Directors' emoluments
845,658
888,939

Group contributions to defined contribution pension schemes
1,321
1,321

846,979
890,260


During the period retirement benefits were accruing to 1 Director (2022 - 1) in respect of defined contribution pension schemes.

The highest paid Director received remuneration of £712,405 (2022 - £751,636).

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid Director amounted to £NIL (2022 - £1,321).


10.


Interest receivable

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£


Other interest receivable
282,963
87,480

282,963
87,480


11.


Interest payable and similar expenses

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£


Bank interest payable
261,181
82,013

Other interest payable
5,531
-

266,712
82,013

Page 26

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

12.


Taxation


Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£

Corporation tax


Current tax on profits for the year
1,788,222
1,570,121

Adjustments in respect of previous periods
97,584
2,150


Total current tax
1,885,806
1,572,271

Deferred tax


Origination and reversal of timing differences
(61,122)
19,616

Changes to tax rates
-
5,409

Adjustments in respect of previous periods
21,623
-

Total deferred tax
(39,499)
25,025


Taxation on profit on ordinary activities
1,846,307
1,597,296
Page 27

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
12.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2022 - higher than) the standard rate of corporation tax in the UK of 23.52% (2022 - 19%). The differences are explained below:

Period from 26 December 2022 to
31 December
Period from 27 December 2021 to
25 December
2023
2022
£
£


Profit on ordinary activities before tax
6,131,509
7,527,870


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 23.52% (2022 - 19%)
1,442,131
1,430,295

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
31,758
56,995

Capital allowances for period in excess of depreciation
-
(36,741)

Ineligible differences on fixed assets
258,640
129,833

Adjustments to tax charge in respect of prior periods
119,207
4,670

Unutilised tax losses carried forward
-
2,317

Other tax adjustments
(1,343)
4,518

Effect of change in deferred tax rate
(4,086)
5,409

Total tax charge for the period
1,846,307
1,597,296


13.


Dividends

31 December
25 December
2023
2022
£
£


Final dividend for prior period
2,000,000
2,500,000

Interim dividend
2,000,000
2,000,000

4,000,000
4,500,000

A final dividend has been proposed and paid 8 April 2024 of £2,000,000.

Page 28

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

14.


Intangible assets

Group







Franchise rights
Goodwill
Total

£
£
£



Cost


At 26 December 2022
155,606
23,147,275
23,302,881



At 31 December 2023

155,606
23,147,275
23,302,881



Amortisation


At 26 December 2022
121,939
7,824,575
7,946,514


Charge for the period on owned assets
8,052
1,079,803
1,087,855



At 31 December 2023

129,991
8,904,378
9,034,369



Net book value



At 31 December 2023
25,615
14,242,897
14,268,512



At 25 December 2022
33,667
15,322,700
15,356,367



The Company had no intangible fixed assets at 31 December 2023 and 25 December 2022.

Page 29

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

15.


Tangible fixed assets

Group








Freehold property
Long-term leasehold property
Motor vehicles
Fixtures and fittings
Computer equipment

£
£
£
£
£



Cost or valuation


At 26 December 2022
354,774
1,685,676
472,986
11,843,623
781,219


Additions
-
-
160,036
611,239
96,819


Disposals
-
-
(111,310)
(3,577,596)
(9,754)



At 31 December 2023

354,774
1,685,676
521,712
8,877,266
868,284



Depreciation


At 26 December 2022
-
666,566
147,101
8,114,725
640,996


Charge for the period on owned assets
-
57,618
117,416
852,148
55,879


Disposals
-
-
(64,587)
(3,577,596)
(9,754)



At 31 December 2023

-
724,184
199,930
5,389,277
687,121



Net book value



At 31 December 2023
354,774
961,492
321,782
3,487,989
181,163



At 25 December 2022
354,774
1,019,110
325,885
3,728,898
140,223
Page 30

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

           15.Tangible fixed assets (continued)


Total

£



Cost or valuation


At 26 December 2022
15,138,278


Additions
868,094


Disposals
(3,698,660)



At 31 December 2023

12,307,712



Depreciation


At 26 December 2022
9,569,388


Charge for the period on owned assets
1,083,061


Disposals
(3,651,937)



At 31 December 2023

7,000,512



Net book value



At 31 December 2023
5,307,200



At 25 December 2022
5,568,890

The Company had no tangible fixed assets at 31 December 2023 and 25 December 2022

The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:


31 December
25 December
2023
2022
£
£



Plant and machinery
-
181,375

Motor vehicles
100,017
75,947

100,017
257,322

Page 31

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

16.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 26 December 2022
18,344,580


Impairment
(2,497,657)



At 31 December 2023
15,846,923



Net book value



At 31 December 2023
15,846,923



At 25 December 2022
18,344,580


Direct subsidiary undertakings


The following were direct subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Full House Restaurants Limited
2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, TW18 4BP
Ordinary
100%
House Special Limited
As above
Ordinary
100%
Classic Crust Limited
As above
Ordinary
100%
Sunmead Limited
As above
Ordinary
100%
Sherston Limited
As above
Ordinary
100%
JJE Enterprises Limited
As above
Ordinary
100%
Absolute Pizza Limited
As above
Ordinary
100%


Indirect subsidiary undertakings


The following were indirect subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

Surrey Pizzas Limited
2nd Floor, Magna House, 18-32 London Road, Staines-Upon-Thames, TW18 4BP
Ordinary
100%
The Woodpecker Inn Limited
As above
Ordinary
100%

Page 32

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

17.


Stocks

Group
31 December
Group
25 December
2023
2022
£
£

Raw materials and consumables
372,677
370,779

372,677
370,779



18.


Debtors

Group
31 December
             Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£


Trade debtors
-
66,000
-
-

Amounts owed by group undertakings
-
-
5,987,685
3,857,550

Other debtors
25,171
28,407
25,171
5,038

Called up share capital not paid
2,000
2,000
1,000
1,000

Prepayments and accrued income
3,240,035
2,153,230
42,632
58,865

Deferred taxation
-
-
244
1,135

3,267,206
2,249,637
6,056,732
3,923,588



19.


Creditors: Amounts falling due within one year

Group
31 December
             Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£

Bank loans
1,045,051
1,132,809
981,558
1,070,058

Other loans
42,000
42,000
-
-

Trade creditors
3,033,200
2,233,791
1,230,213
158,002

Amounts owed to group undertakings
-
-
20,070,055
20,779,732

Corporation tax
234,810
1,042,037
99,787
73,005

Other taxation and social security
2,075,784
2,590,880
2,075,784
2,590,880

Obligations under finance lease and hire purchase contracts
34,074
56,891
-
27,341

Other creditors
906,961
1,455,529
906,961
1,455,529

Accruals and deferred income
1,625,771
1,191,686
237,351
186,959

8,997,651
9,745,623
25,601,709
26,341,506


Page 33

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

20.


Creditors: Amounts falling due after more than one year

Group
31 December
Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£

Bank loans
2,284,935
3,361,408
1,956,416
2,984,469

Other loans
192,577
234,569
-
-

Net obligations under finance leases and hire purchase contracts
45,915
36,319
-
-

2,523,427
3,632,296
1,956,416
2,984,469



Page 34

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

21.


Loans


Analysis of the maturity of loans is given below:


Group
31 December
Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£

Amounts falling due within one year

Bank loans
1,045,051
1,132,809
981,558
1,070,058

Other loans
42,000
42,000
-
-


1,087,051
1,174,809
981,558
1,070,058

Amounts falling due 1-2 years

Bank loans
1,087,356
1,045,051
1,023,688
981,558

Other loans
42,000
42,000
-
-


1,129,356
1,087,051
1,023,688
981,558

Amounts falling due 2-5 years

Bank loans
1,026,597
2,122,718
932,728
2,002,911

Other loans
85,410
99,958
-
-


1,112,007
2,222,676
932,728
2,002,911

Amounts falling due after more than 5 years

Bank loans
170,982
193,639
-
-

Other loans
65,167
92,611
-
-

236,149
286,250
-
-

3,564,563
4,770,786
2,937,974
4,054,527


The bank loans are primarily secured by fixed and floating charges over all the assets and undertakings of this Company including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital. The company's subsidiary, JJE Enterprises has also in place a fixed and floating charge over all its assets and undertakings, dated 11 July 2012.
There is in place a Composite Company Unlimited Unilateral Guarantee in place, dated 7 February 2012, given to HSBC Bank Plc by this Company, Full House Restaurants Limited, House Special Limited, Classic Crust Limited, The Woodpecker Inn Limited, Sunmead Limited, Sherston Limited , JJE Enterprises Limited and Surrey Pizzas Limited. 
HSBC Bank Plc has a fixed and floating charge over all the assets and undertakings of the Company including all present and future freehold and leasehold property, book and other debts, chattels, goodwill and uncalled capital.

Page 35

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

22.


Hire purchase and finance leases


Minimum lease payments under hire purchase fall due as follows:

Group
31 December
Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£

Within one year
34,074
56,891
-
27,341

Between 1-5 years
45,915
36,319
-
-

79,989
93,210
-
27,341

Finance lease payments represent amounts paid by the group under hire purchase agreements for motor vehicles. Ownership of the vehicles transfers to the group at the end of the lease period, and no restrictions are placed on the use of the assets.


23.


Deferred taxation


Group



2023


£






At beginning of year
(597,838)


Released to profit or loss
39,499



At end of year
(558,339)

Page 36

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023
 
23.Deferred taxation (continued)

Company


2023


£






At beginning of year
1,135


Charged to profit or loss
(891)



At end of year
244

Group
31 December
Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£

Accelerated capital allowances
(558,339)
(598,676)
244
297

Short term pension difference
-
838
-
838

(558,339)
(597,838)
244
1,135


24.


Share capital

31 December
25 December
2023
2022
£
£
Allotted, called up and fully paid



1,000 (2022 - 1,000) ordinary shares of £1.00 each
1,000
1,000

The Group and Company has one class of ordinary share which carry no right to fixed income.



25.


Reserves

Merger Reserve

 The merger reserve as provided by FRS 102; the movement on this reserve represents existing balances of share capital and share premium that existed in the subsidiaries at the time of the business combination.

Profit and loss account

The profit and loss reserve records retained earnings and accumulated losses attributable to the shareholders of the Group.

Page 37

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

26.


Capital commitments




At 31 December 2023 the Group had capital commitments as follows:


Group
31 December
Group
25 December
2023
2022
£
£

Contracted for but not provided in these financial statements
45,382
-

45,382
-

The Company had no capital commitments at 31 December 2023 and 25 December 2022.


27.


Commitments under operating leases

At 31 December 2023 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
31 December
Group
25 December
Company
31 December
Company
25 December
2023
2022
2023
2022
£
£
£
£

Not later than 1 year
1,410,132
1,383,215
47,817
47,817

Later than 1 year and not later than 5 years
4,790,913
4,836,675
191,268
191,268

Later than 5 years
7,306,234
8,277,209
59,771
107,588

13,507,279
14,497,099
298,856
346,673


28.


Related party transactions

At the period end, the group owed the Franchiser and 49% shareholder, Dominos Pizza UK & Ireland Limited, £1,435,529 (2022: £1,423,729) in relation to trading activities. The total amount paid to Dominos Pizza UK & Ireland Limited and its fellow group entity, DP Realty Limited, in relation to trading activities was £32,361,800 (2022: £25,998,296). Trading activities are comprised of the following: cost of sales, rent and service charges, advertising, administration costs and store development costs. 
Historically House Special Limited entered into a deferred payment agreement with DP Realty Limited, a fellow related company through Dominos Pizza UK & Ireland Limited. The agreements related to funding of lease premium for 2 new store premises. The applicable interest rates are 0% and 3% per annum above the GBP 3 months LIBOR on 28 April 2016 and the loans are repayable monthly over 10 years. In the prior year, Full House Restaurant Limited entered into a deferred payment agreement with DP Realty Limited. The agreement related to funding of lease premium for a new store premise. There is no interest applicable on the loan as per the agreement and the loan is repayable monthly over 10 years. The total amount owing at the period end in total was £234,577 of which £42,000 is due within 1 year. These loans are shown within 'other loans'.
Dividends were paid by this company to Dominos Pizza UK & Ireland Limited in the year, amounting to £1,960,000 (2022: £2,205,000). 

Page 38

 


FULL HOUSE RESTAURANTS HOLDINGS LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2023

29.


Transactions with directors

At 25 December 2022 the Company owed B Shedden £119,176. During the year, dividends of £400,000 were declared to B Shedden, advances of £46,800 to the company by the director and repayments of £453,656. At 31 December 2023 £112,320 was owed by the Company. The directors account was in an overdrawn position for approximately two months during the year with a maximum balance of £35,415. No interest was charged.
At 25 December 2022 the Company owed J Shedden £479,384. During the year, dividends of £1,640,000 were declared to J Shedden, advances of £3,693 to the company by the director and repayments made of £1,384,631. At 31 December 2023, £738,446 was owed by the Company. 


30.


Controlling party

The Group was under the control of J Shedden and B Shedden throughout the year.  

 
Page 39