| REGISTERED NUMBER: 05280362 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| FOR |
| 1ST RATE INVESTMENT (UK) LIMITED |
| REGISTERED NUMBER: 05280362 (England and Wales) |
| GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND |
| CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| FOR |
| 1ST RATE INVESTMENT (UK) LIMITED |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| CONTENTS OF THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| Page |
| Company Information | 1 |
| Group Strategic Report | 2 |
| Report of the Directors | 5 |
| Report of the Independent Auditors | 7 |
| Consolidated Statement of Comprehensive Income | 9 |
| Consolidated Balance Sheet | 10 |
| Company Balance Sheet | 11 |
| Consolidated Statement of Changes in Equity | 12 |
| Company Statement of Changes in Equity | 13 |
| Consolidated Cash Flow Statement | 14 |
| Notes to the Consolidated Financial Statements | 15 |
| 1ST RATE INVESTMENT (UK) LIMITED |
| COMPANY INFORMATION |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| DIRECTORS: |
| REGISTERED OFFICE: |
| REGISTERED NUMBER: |
| AUDITORS: |
| Chartered Accountants & Statutory Auditors |
| 1 Doughty Street |
| London |
| WC1N 2PH |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| The directors present their strategic report of the company and the group for the period 25th December 2023 to 29th December 2024. |
| REVIEW OF BUSINESS |
| Turnover increased by 1.65% in the period to (2023: ££40,360,297). |
| Results and KPIs: |
| 2024 | 2023 |
| £ | £ |
| Turnover | 41,027,408 | 40,360,297 |
| Gross Profit | 10,471,254 | 9,061,914 |
| EBITDA | 2,287,530 | 1,332,703 |
| Amortisation/Depreciation costs | 1,993,771 | 2,073,192 |
| Profit/(loss) after tax | (60,679 | ) | (846,930 | ) |
| The increase in turnover is primarily due to price increases during the year. |
| The directors consider the results for the year to be satisfactory. |
| The directors consider staff numbers and their performance to be the key non-financial indicators, in particular staff retention and turnover levels are monitored. The directors also monitor stock control and waste management as key performance indicators and are continuously looking to improve in these areas based upon the findings. |
| The directors do not consider that any further analysis using non-financial key performance indicators, including those relating to environmental matters is necessary for an understanding of the performance and position of the business of the company. |
| PRINCIPAL RISKS AND UNCERTAINTIES |
| The principal risk to the group is changes in short term consumer habits. Both Kentucky Fried Chicken and the group monitor this and maintain a marketing policy with a view to smoothing these fluctuations. |
| Financial Instruments |
| The group's treasury activities are operated within policies and procedure approved by the Board, which include defined controls on the use of financial instruments to manage the group's risk. |
| Liquidity risk |
| The company finances its operations through a mixture of retained profits and financing from the parent company. The group seeks to ensure there is short term flexibility through the availability of overdraft facilities. The group monitors its cash balance on a regular basis to ensure that all foreseeable future needs can be met from available resources. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| SECTION 172(1) STATEMENT |
| The Board of Directors confirms that, during the year under review, it has continued to promote the long-term success of the Group for the benefit of shareholders, whilst having due regard to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006, being: |
| - the likely consequences of any decision in the long term |
| - the desirability of the Group maintaining a reputation for high standards of business conduct |
| - the impact of the Group's operations on the community and the environment |
| - the need to foster the Group's business relationships with customers |
| - the interests of the Group's colleagues |
| - the need to foster the Group's business relationships with suppliers, lenders and others |
| - the need to act fairly as between members of the Group. |
| Each of the Directors is mindful of their duties under section 172 (s172) to run the Group for the benefit of its shareholders, and in doing so, to take into account the long-term impact of any decisions on stakeholder relationships and the impact of its activities on its reputation for high standards of business conduct. We can only grow and prosper sustainably if we conduct ourselves in a responsible manner and have positive relationships with all of our stakeholders. This has been more evident than ever through inflationary pressures and staff shortages, as we balanced both short and long-term considerations, the need to preserve our financial stability, to protect our most vulnerable stakeholders. Throughout the year, we carefully listened to our customers, colleagues, suppliers and shareholders, and drew on their support and commitment as we move in protecting our business. |
| Although we have taken the matters set out in section 172 into consideration for some years, the Code now requires us to provide more specific information about how the Group and the Directors have considered them. The areas which are encompassed in s172 touch on everything that we do, and our Report contains many examples of how this operates in practice. Most of the day-to-day decision making and stakeholder engagement is carried out by our senior leadership team at the business level, but more material matters require the attention of the Board, and we describe below how they are considered through formal Board processes, and how the Board engages with stakeholders and oversee how the business acts. |
| COMMUNITY AND CHARITY |
| From the neighbourhoods where our stores are located to global initiatives providing food and support to people in need - we believe in doing our part. Bringing people together, inspiring change and making a difference in people's lives - it is important to our culture. |
| CUSTOMERS |
| Traditionally, we engage with our customers in order to accommodate their needs and aspirations. It is a fast pace retail environment and we continually look to evolve the business with the help of our franchisor who develops new products for the market. We are also looking long-term to move our estate into drive-through restaurants which are very popular with our customers. |
| COLLEAGUES |
| The Group has established a highly experienced and capable leadership team with extensive industry experience. Importantly, we are devoted to our employees and the unique culture that we have built, where pride is infectious and translates to satisfied guests at each of our restaurants. |
| SUPPLIERS AND LENDERS |
| We have worked with most of our major suppliers and lenders for some time now and continually strive to protect their needs as well as our own. During the financial year, and due to inflationary pressures, we continued to reach out to our suppliers to confirm that we would continue to pay them in full, whilst also communicating regularly with our lenders. The Group also honours its obligations under the facility agreement with the lenders. |
| SHAREHOLDERS |
| During the year, there were times of inflationary pressures; so, even despite the positive Company's EBITDA, we continued to take steps to preserve the cash resources of the business by reducing non-essential operating costs. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| GROUP STRATEGIC REPORT |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| STREAMLINED ENERGY AND CARBON REPORTING (SECR) |
| The business reports an annual kWh usage of over 6.8m for the period ended in December 2024 (2023 - over 6.6m) as detailed below: |
| Period ended | Period ended |
| 29 December 2024 | 24 December 2023 |
| Energy consumption used to calculate emissions (kWh) | 6,813,866 | 6,570,595 |
| Energy consumption break down (kWh): |
| - Gas (Scope 1) | 1,589,012 | 1,207,239 |
| - Electricity (Scope 2) | 5,157,124 | 5,291,861 |
| - Transport Fuel (Scope 1 - Company Cars) | 67,730 | 71,496 |
| Scope 1 emissions in tonnes CO2e |
| - Gas | 325 | 221 |
| - Transport Fuel (Company Cars) | 17 | 20 |
| Scope 2 emissions in tonnes CO2e |
| - Electricity | 1,068 | 1,096 |
| Scope 3 emissions in tonnes CO2e | 0 | 0 |
| Total gross emissions in tonnes CO2e | 1,410 | 1,337 |
| Intensity ratio kg CO2e / million GBP turnover | 0.034 | 0.033 |
| - | The methodology used follows best practise and is based on HM Government Environmental Reporting Guidelines March 2019. |
| - | For December 2024 and 2023, all emissions factors are taken from UK Government GHG Conversion Factors for Company Reporting, 2024 factors. |
| - | Scope 1 (natural gas) and Scope 2 consumption data (electricity) was taken from validated and verified Utility Suppliers invoices. |
| - | Scope 1 (Company cars) mileage data was taken from internal records/logs. |
| - | Due to the nature of the business, the most applicable normalisation parameter relating to carbon emissions is 'annual turnover'. Therefore, the intensity ratio for B.J.R. Foods Ltd is kilograms of CO2e per million GBP turnover. |
| No energy efficiency measures were carried out during the period ended 29 December 2024; however, plans are currently being agreed moving forward. |
| ON BEHALF OF THE BOARD: |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| The directors present their report with the financial statements of the company and the group for the period 25th December 2023 to 29th December 2024. |
| PRINCIPAL ACTIVITY |
| The principal activity of the parent company in the period under review was that of a holding company. |
| The principal activity of the trading subsidiary company in the period under review was that of the retail of Kentucy Fried Chicken. |
| DIVIDENDS |
| The total dividend distribution for the period ended 29th December 2024 was £1,200,000 (2023: £Nil). |
| EVENTS SINCE THE END OF THE PERIOD |
| Information relating to events since the end of the period is given in the notes to the financial statements. |
| DIRECTORS |
| The directors shown below have held office during the whole of the period from 25th December 2023 to the date of this report. |
| EMPLOYEE INVOLVEMENT |
| The group maintains procedures for the dissemination of information of particular concern to employees, and for receiving their views on important matters on policy. |
| The group accepts, for equal consideration, applications for employment from disabled persons and accordingly the employment of disabled persons is entirely dependent upon their experience, capability and suitability for the particular vacancy. |
| ENGAGEMENT WITH EMPLOYEES |
| The group maintains procedures for the dissemination of information of particular concern to employees and for receiving their views on important matters of policy. |
| DISABLED EMPLOYEES |
| The group accepts, for equal consideration, applications for employment from disabled persons and accordingly the employment of disabled persons is entirely dependent upon their experience, capability and suitability for the particular vacancy. Once employed by the group, disabled persons have the same rights, entitlements and opportunities as any other member of staff, including training, career development and promotions. |
| STATEMENT OF DIRECTORS' RESPONSIBILITIES |
| The directors are responsible for preparing the Group Strategic Report, the Report of the Directors and the 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 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 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 and then apply them consistently; |
| - | make judgements and accounting estimates that are reasonable and prudent; |
| - | 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. |
| The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| REPORT OF THE DIRECTORS |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 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 group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information. |
| AUDITORS |
| The auditors, PSJ Alexander & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting. |
| ON BEHALF OF THE BOARD: |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| 1ST RATE INVESTMENT (UK) LIMITED |
| Opinion |
| We have audited the financial statements of 1st Rate Investment (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29th December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and 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). |
| In our opinion the financial statements: |
| - | give a true and fair view of the state of the group's and of the parent company affairs as at 29th December 2024 and of the group's loss 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 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. |
| 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 and 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon. |
| 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. |
| 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. |
| 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 Group 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 Group Strategic Report and the Report of the Directors 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 Report of the Directors. |
| 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 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. |
| REPORT OF THE INDEPENDENT AUDITORS TO THE MEMBERS OF |
| 1ST RATE INVESTMENT (UK) LIMITED |
| Responsibilities of directors |
| As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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. |
| 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. |
| 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. |
| The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: |
| - | we reviewed the financial statement disclosures and testing to supporting documentation to assess compliance with provisions of relevant laws and regulations that have a direct effect on the financial statements; |
| - | we enquired with the management team concerning actual and potential litigation and claims; |
| - | we performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud; |
| - | we read minutes of meetings of those charged with governance; |
| - | we obtained an understanding of any provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions/assets; and |
| - | we addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business. |
| Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. |
| 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. |
| 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. |
| for and on behalf of |
| Chartered Accountants & Statutory Auditors |
| 1 Doughty Street |
| London |
| WC1N 2PH |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| Notes | £ | £ |
| TURNOVER | 4 | 41,027,408 | 40,360,297 |
| Cost of sales | 30,556,154 | 31,298,383 |
| GROSS PROFIT | 10,471,254 | 9,061,914 |
| Administrative expenses | 10,276,238 | 9,940,163 |
| 195,016 | (878,249 | ) |
| Other operating income | 21,237 | 1,361 |
| OPERATING PROFIT/(LOSS) | 6 | 216,253 | (876,888 | ) |
| Interest payable and similar expenses | 7 | - | 42 |
| PROFIT/(LOSS) BEFORE TAXATION | 216,253 | (876,930 | ) |
| Tax on profit/(loss) | 8 | 276,932 | (30,000 | ) |
| LOSS FOR THE FINANCIAL PERIOD | ( |
) | ( |
) |
| OTHER COMPREHENSIVE INCOME | - | - |
| TOTAL COMPREHENSIVE INCOME FOR THE PERIOD |
(60,679 |
) |
(846,930 |
) |
| Loss attributable to: |
| Owners of the parent | (60,679 | ) | (846,930 | ) |
| Total comprehensive income attributable to: |
| Owners of the parent | (60,679 | ) | (846,930 | ) |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| CONSOLIDATED BALANCE SHEET |
| 29TH DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 | 572,526 | 1,223,131 |
| Tangible assets | 12 | 4,146,500 | 3,667,721 |
| Investments | 13 | - | - |
| 4,719,026 | 4,890,852 |
| CURRENT ASSETS |
| Stocks | 14 | 299,025 | 289,628 |
| Debtors | 15 | 339,859 | 341,984 |
| Cash at bank and in hand | 4,415,230 | 3,866,546 |
| 5,054,114 | 4,498,158 |
| CREDITORS |
| Amounts falling due within one year | 16 | 5,379,281 | 4,331,072 |
| NET CURRENT (LIABILITIES)/ASSETS | (325,167 | ) | 167,086 |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
4,393,859 |
5,057,938 |
| PROVISIONS FOR LIABILITIES | 18 | 978,799 | 382,199 |
| NET ASSETS | 3,415,060 | 4,675,739 |
| CAPITAL AND RESERVES |
| Called up share capital | 19 | 100 | 100 |
| Retained earnings | 20 | 3,414,960 | 4,675,639 |
| SHAREHOLDERS' FUNDS | 3,415,060 | 4,675,739 |
| The financial statements were approved by the Board of Directors and authorised for issue on 28th May 2025 and were signed on its behalf by: |
| Mr Z Abbasi - Director |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| COMPANY BALANCE SHEET |
| 29TH DECEMBER 2024 |
| 2024 | 2023 |
| Notes | £ | £ | £ |
| FIXED ASSETS |
| Intangible assets | 11 |
| Tangible assets | 12 |
| Investments | 13 |
| CURRENT ASSETS |
| Debtors | 15 |
| Cash at bank |
| CREDITORS |
| Amounts falling due within one year | 16 |
| NET CURRENT LIABILITIES | ( |
) | ( |
) |
| TOTAL ASSETS LESS CURRENT LIABILITIES |
| CAPITAL AND RESERVES |
| Called up share capital | 19 |
| Retained earnings | 20 |
| SHAREHOLDERS' FUNDS |
| Company's profit for the financial year | 1,235,586 | 47,966 |
| The financial statements were approved by the Board of Directors and authorised for issue on |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| CONSOLIDATED STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 26th December 2022 | 100 | 5,522,569 | 5,522,669 |
| Changes in equity |
| Total comprehensive income | - | (846,930 | ) | (846,930 | ) |
| Balance at 24th December 2023 | 100 | 4,675,639 | 4,675,739 |
| Changes in equity |
| Dividends | - | (1,200,000 | ) | (1,200,000 | ) |
| Total comprehensive income | - | (60,679 | ) | (60,679 | ) |
| Balance at 29th December 2024 | 100 | 3,414,960 | 3,415,060 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| COMPANY STATEMENT OF CHANGES IN EQUITY |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| Called up |
| share | Retained | Total |
| capital | earnings | equity |
| £ | £ | £ |
| Balance at 26th December 2022 |
| Changes in equity |
| Total comprehensive income | - |
| Balance at 24th December 2023 |
| Changes in equity |
| Dividends | - | ( |
) | ( |
) |
| Total comprehensive income | - |
| Balance at 29th December 2024 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| CONSOLIDATED CASH FLOW STATEMENT |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| Notes | £ | £ |
| Cash flows from operating activities |
| Cash generated from operations | 26 | 3,683,296 | 1,492,312 |
| Interest paid | - | (42 | ) |
| Tax paid | 54 | 267,292 |
| Net cash from operating activities | 3,683,350 | 1,759,562 |
| Cash flows from investing activities |
| Purchase of intangible fixed assets | (24,575 | ) | (74,678 | ) |
| Purchase of tangible fixed assets | (1,706,942 | ) | (1,567,460 | ) |
| Sale of tangible fixed assets | 2,067 | 27,047 |
| Net cash from investing activities | (1,729,450 | ) | (1,615,091 | ) |
| Cash flows from financing activities |
| Loan repayments in period | (205,216 | ) | (955,122 | ) |
| Equity dividends paid | (1,200,000 | ) | - |
| Net cash from financing activities | (1,405,216 | ) | (955,122 | ) |
| Increase/(decrease) in cash and cash equivalents | 548,684 | (810,651 | ) |
| Cash and cash equivalents at beginning of period |
27 |
3,866,546 |
4,677,197 |
| Cash and cash equivalents at end of period | 27 | 4,415,230 | 3,866,546 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 1. | STATUTORY INFORMATION |
| 1st Rate Investment (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 05280362 and and registered office address is Suite 201 Churchill House, 120 Bunns Lane, London NW7 2AS, United Kingdom. |
| 2. | STATEMENT OF COMPLIANCE |
| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. |
| 3. | ACCOUNTING POLICIES |
| Basis of preparing the financial statements |
| Going Concern |
| The Group made net loss after taxes amounting to £60,679 (2023: £846,930) and had net current liabilities of £325,167 (2023: net current assets of £167,086), net assets of £3,415,060 (2023: £4,675,739) and bank balances of £4,415,230 (2023: £3,866,546). The Group has no external debts owed to third party lenders. The directors have assessed the going concern risks to the Group and have concluded that financial projections indicate that the Group will continue to meet its liabilities as they fall due over the next twelve months from the date of approval of these financial statements. |
| Based on these indications, the directors believe that it remains appropriate to prepare the consolidated financial statements on a going concern basis. The consolidated financial statements do not include any adjustments that would result in the basis of preparation being inappropriate. |
| Basis of consolidation |
| The financial statements consolidate the accounts of 1st Rate Investment (UK) Limited and all of its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes. |
| The group applies the acquisition method to account for business combinations. |
| The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages, the cost is the consideration at the date of each transaction. |
| On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities. |
| Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. Goodwill is amortised over its expected useful life. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply. |
| If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in profit or loss. |
| Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies. |
| Non-controlling interests |
| Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination. |
| The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the non-controlling interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Critical accounting judgements and key sources of estimation uncertainty |
| The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions. |
| The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company as at the balance sheet date are discussed below. |
| - Estimation of useful economic lives of tangible fixed assets |
| Tangible fixed assets represent a significant proportion of the asset base of the Company. Therefore, the estimates and assumptions made to determine their carrying values and related depreciation are critical to the Company's financial position and performance. |
| The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. Increasing an asset's expected life or its residual value would result in a reduced depreciation charge in the Income Statement. |
| The useful lives of assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology. |
| - Provisions for dilapidation and reinstatement costs |
| The Company recognises provisions for dilapidation and reinstatement costs when it has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation. |
| The Company's obligation for dilapidation and reinstatement is significantly influenced by: (i) the franchise requirement to undertake major refurbishment every 10 years; and (ii) the economic performance of individual restaurants. |
| For profitable restaurants where continuation of operations is expected, the 10-year refurbishment cycle generally satisfies much of the restoration work that would otherwise be required at lease termination. In these cases, refurbishment expenditure is capitalised as part of the restaurant assets and depreciated over the expected useful life, and a reduced or nil dilapidation provision may be appropriate. |
| For underperforming or loss-making restaurants where closure is considered likely prior or close to the lease expiry, a full dilapidation and reinstatement provision is recognised to reflect the estimated costs of returning the premises to the condition required under the lease terms. |
| These provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date, taking into account the specific refurbishment history of each location and the likelihood of lease renewal or early termination. Where the effect of the time value of money is material, the amount of the provision is the present value of the expenditures expected to be required to settle the obligation, using a discount rate that reflects current market assessments of the time value of money and the risks specific to the liability. |
| The determination of whether a dilapidation provision is required, and if so, its amount, represents a key source of estimation uncertainty. Management's assessment includes consideration of: |
| - individual restaurant performance metrics and forecasts; |
| - the timing of the next scheduled refurbishment within the 10-year cycle; |
| - the extent to which planned refurbishments would satisfy lease-end restoration requirements; |
| - the remaining lease term and renewal options; and |
| - historical costs of both refurbishments and full site restorations. |
| The carrying amount of any provision is reviewed at each reporting date and adjusted to reflect management's current best estimate. Estimates are based on the Company's historical experience of restaurant refurbishments and closures and, where appropriate, reports from independent quantity surveyors. Changes in provisions are recognised in profit or loss for the period, except where they relate to the initial recognition of a related asset, in which case they are added to the carrying amount of the asset and depreciated over its useful life or the remaining lease term, whichever is shorter. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Turnover |
| Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebated value added tax and other sales taxes. The turnover is recognised on the date that the KFC orders are placed, which is in all cases also the date when the KFC products are delivered to the customers. |
| Goodwill |
| Goodwill, being the amount paid in connection with the acquisition of the businesses, is being amortised evenly over its remaining estimated useful life of 10 years. |
| Intangible assets |
| Intangible assets are stated at cost less amortisation. Amortisation is provided at rates calculated to write off the cost over the expected useful life of the asset. |
| Premium on lease | - straight line over period of the lease |
| Licence fees | - straight line over period of the licence |
| Transfer fees | - straight line over period of the licence |
| Tangible fixed assets |
| Plant and machinery | - |
| Stocks |
| Stocks are valued at the lower of average cost and net realisable value, after making due allowance for obsolete and slow moving items. |
| Taxation |
| Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. |
| Current or deferred taxation assets and liabilities are not discounted. |
| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date. |
| Deferred tax |
| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date. |
| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference. |
| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. |
| Hire purchase and leasing commitments |
| Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset. |
| Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability. |
| Operating lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 3. | ACCOUNTING POLICIES - continued |
| Pension costs and other post-retirement benefits |
| The group operates a defined contribution pension scheme. Contributions payable to the pension scheme are charged to profit or loss in the period to which they relate. |
| Investments |
| Investments in subsidiaries are valued at cost less provision for impairment. |
| Provisions |
| Provisions for dilapidation and reinstatement costs in respect to leased properties are recognised when the group has a legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made. |
| The carrying amount of any provision is reviewed at each reporting date and adjusted to reflect management's current best estimate. Estimates are based on the Company's historical experience of restaurant refurbishments and closures and, where appropriate, reports from independent quantity surveyors. Changes in provisions are recognised in profit or loss for the period, except where they relate to the initial recognition of a related asset, in which case they are added to the carrying amount of the asset and depreciated over its useful life or the remaining lease term, whichever is shorter. |
| 4. | TURNOVER |
| The turnover and profit before taxation are attributable to the one principal activity of the group. |
| All turnover arose within the United Kingdom. |
| 5. | EMPLOYEES AND DIRECTORS |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Wages and salaries | 10,809,452 | 9,961,910 |
| Social security costs | 668,691 | 567,110 |
| Other pension costs | 169,635 | 140,247 |
| 11,647,778 | 10,669,267 |
| The average number of employees during the period was as follows: |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| Shop staff | 464 | 658 |
| Administrative and management staff | 54 | 50 |
| The average number of employees by undertakings that were proportionately consolidated during the period was 518 (2023 - 708 ) . |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Directors' remuneration | 380,036 | 309,026 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 5. | EMPLOYEES AND DIRECTORS - continued |
| The number of directors to whom retirement benefits were accruing was as follows: |
| Money purchase schemes | 2 | 2 |
| Information regarding the highest paid director is as follows: |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Emoluments etc | 320,036 | 247,588 |
| 6. | OPERATING PROFIT/(LOSS) |
| The operating profit (2023 - operating loss) is stated after charging: |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Other operating leases | 1,410,271 | 1,377,332 |
| Depreciation - owned assets | 1,318,590 | 1,378,283 |
| Loss on disposal of fixed assets | 77,506 | 75,040 |
| Goodwill amortisation | 563,064 | 606,791 |
| Licence fees amortisation | 95,711 | 85,458 |
| Lease premiums amortisation | 16,405 | - |
| Transfer fees amortisation | - | 2,660 |
| Auditors remuneration | 14,000 | 12,000 |
| Auditors remuneration - other assurance work | 31,769 | 34,171 |
| 7. | INTEREST PAYABLE AND SIMILAR EXPENSES |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Interest payable | - | 42 |
| 8. | TAXATION |
| Analysis of the tax charge/(credit) |
| The tax charge/(credit) on the profit for the period was as follows: |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Current tax: |
| UK corporation tax | 124,932 | - |
| Deferred taxation | 152,000 | (30,000 | ) |
| Tax on profit/(loss) | 276,932 | (30,000 | ) |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 8. | TAXATION - continued |
| Reconciliation of total tax charge/(credit) included in profit and loss |
| The tax assessed for the period is higher than the standard rate of corporation tax in the UK. The difference is explained below: |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Profit/(loss) before tax | 216,253 | (876,930 | ) |
| Profit/(loss) multiplied by the standard rate of corporation tax in the UK of 25 % (2023 - 19 %) |
54,063 |
(166,617 |
) |
| Effects of: |
| Expenses not deductible for tax purposes | 81,602 | 13,723 |
| Depreciation in excess of capital allowances | 62,593 | 97,528 |
| Adjustments to tax charge in respect of previous periods | (4,536 | ) | - |
| Current year losses for which no deferred tax is recognised | - | 55,366 |
| Deferred taxation | 152,000 | (30,000 | ) |
| Marginal relief | (543 | ) | - |
| Impact of tax losses utilised | (68,247 | ) | - |
| Total tax charge/(credit) | 276,932 | (30,000 | ) |
| 9. | INDIVIDUAL STATEMENT OF COMPREHENSIVE INCOME |
| As permitted by Section 408 of the Companies Act 2006, the Statement of Comprehensive Income of the parent company is not presented as part of these financial statements. |
| 10. | DIVIDENDS |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Interim | 1,200,000 | - |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 11. | INTANGIBLE FIXED ASSETS |
| Group |
| Licence | Lease |
| Goodwill | fees | premiums | Totals |
| £ | £ | £ | £ |
| COST |
| At 25th December 2023 | 14,801,430 | 656,064 | 66,404 | 15,523,898 |
| Additions | - | 24,575 | - | 24,575 |
| Disposals | - | (28,295 | ) | - | (28,295 | ) |
| At 29th December 2024 | 14,801,430 | 652,344 | 66,404 | 15,520,178 |
| AMORTISATION |
| At 25th December 2023 | 14,051,479 | 199,289 | 49,999 | 14,300,767 |
| Amortisation for period | 563,064 | 95,711 | 16,405 | 675,180 |
| Eliminated on disposal | - | (28,295 | ) | - | (28,295 | ) |
| At 29th December 2024 | 14,614,543 | 266,705 | 66,404 | 14,947,652 |
| NET BOOK VALUE |
| At 29th December 2024 | 186,887 | 385,639 | - | 572,526 |
| At 24th December 2023 | 749,951 | 456,775 | 16,405 | 1,223,131 |
| 12. | TANGIBLE FIXED ASSETS |
| Group |
| Plant and | Motor | Computer |
| machinery | vehicles | equipment | Totals |
| £ | £ | £ | £ |
| COST |
| At 25th December 2023 | 8,384,404 | - | - | 8,384,404 |
| Additions | 1,761,513 | 83,000 | 32,429 | 1,876,942 |
| Disposals | (944,154 | ) | - | - | (944,154 | ) |
| Impairments | (78,832 | ) | - | - | (78,832 | ) |
| At 29th December 2024 | 9,122,931 | 83,000 | 32,429 | 9,238,360 |
| DEPRECIATION |
| At 25th December 2023 | 4,716,683 | - | - | 4,716,683 |
| Charge for period | 1,310,398 | 8,192 | - | 1,318,590 |
| Eliminated on disposal | (894,536 | ) | - | - | (894,536 | ) |
| Impairments | (48,877 | ) | - | - | (48,877 | ) |
| At 29th December 2024 | 5,083,668 | 8,192 | - | 5,091,860 |
| NET BOOK VALUE |
| At 29th December 2024 | 4,039,263 | 74,808 | 32,429 | 4,146,500 |
| At 24th December 2023 | 3,667,721 | - | - | 3,667,721 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 13. | FIXED ASSET INVESTMENTS |
| Company |
| Shares in |
| group |
| undertakings |
| £ |
| COST |
| At 25th December 2023 |
| and 29th December 2024 |
| NET BOOK VALUE |
| At 29th December 2024 |
| At 24th December 2023 |
| The group or the company's investments at the Balance Sheet date in the share capital of companies include the following: |
| Subsidiaries |
| Amber Restaurants Limited |
| Registered office: Suite 201 Churchill House 120 Bunns Lane, London, United Kingdom, NW7 2AS |
| Nature of business: dormant company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| B.J.R. Foods Limited |
| Registered office: Suite 201 Churchill House 120 Bunns Lane, London, United Kingdom, NW7 2AS |
| Nature of business: Retail of KFC |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| Colonel Foods Limited |
| Registered office: Suite 201 Churchill House 120 Bunns Lane, London, United Kingdom, NW7 2AS |
| Nature of business: dormant company |
| % |
| Class of shares: | holding |
| Ordinary | 100.00 |
| 14. | STOCKS |
| Group |
| 2024 | 2023 |
| £ | £ |
| Raw materials | 299,025 | 289,628 |
| 15. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade debtors | 3,446 | 2,445 |
| Other debtors | 13,422 | 13,978 |
| Prepayments | 322,991 | 325,561 |
| 339,859 | 341,984 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 16. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |
| Group | Company |
| 2024 | 2023 | 2024 | 2023 |
| £ | £ | £ | £ |
| Trade creditors | 2,818,627 | 2,100,353 |
| Amounts owed to group undertakings | - | - |
| Taxation | 125,038 | 52 |
| Social security and other taxes | 178,998 | 136,991 |
| VAT | 1,273,061 | 879,278 | 28,755 | 119,886 |
| Other creditors | 385,699 | 556,668 |
| Accrued expenses | 597,858 | 657,730 |
| 5,379,281 | 4,331,072 |
| 17. | LEASING AGREEMENTS |
| Minimum lease payments fall due as follows: |
| Group |
| Non-cancellable operating | leases |
| 2024 | 2023 |
| £ | £ |
| Within one year | 1,248,934 | 1,278,820 |
| Between one and five years | 3,971,491 | 3,851,345 |
| In more than five years | 4,427,713 | 4,879,882 |
| 9,648,138 | 10,010,047 |
| 18. | PROVISIONS FOR LIABILITIES |
| Group |
| 2024 | 2023 |
| £ | £ |
| Deferred tax |
| Accelerated capital allowances | 438,999 | 286,999 |
| Other provisions | 539,800 | 95,200 |
| Aggregate amounts | 978,799 | 382,199 |
| Group |
| Deferred | Other |
| tax | provisions |
| £ | £ |
| Balance at 25th December 2023 | 286,999 | 95,200 |
| Provided during period | - | 539,800 |
| Charge to Statement of Comprehensive Income during period | 152,000 | - |
| Unused amounts reversed during period | - | (95,200 | ) |
| Balance at 29th December 2024 | 438,999 | 539,800 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 19. | CALLED UP SHARE CAPITAL |
| Allotted, issued and fully paid: |
| Number: | Class: | Nominal | 2024 | 2023 |
| value: | £ | £ |
| Ordinary | £0.01 | 100 | 100 |
| 20. | RESERVES |
| Group |
| Retained |
| earnings |
| £ |
| At 25th December 2023 | 4,675,639 |
| Deficit for the period | (60,679 | ) |
| Dividends | (1,200,000 | ) |
| At 29th December 2024 | 3,414,960 |
| Company |
| Retained |
| earnings |
| £ |
| At 25th December 2023 |
| Profit for the period |
| Dividends | ( |
) |
| At 29th December 2024 |
| 21. | PENSION COMMITMENTS |
| The group operates a number of defined contribution pension schemes and contributions made to these schemes during the period amounted to £169,635 (2023: 140,247). |
| 22. | CAPITAL COMMITMENTS |
| 2024 | 2023 |
| £ | £ |
| Contracted but not provided for in the |
| financial statements | 284,000 | - |
| 23. | RELATED PARTY DISCLOSURES |
| The group has taken advantage of exemption, under the terms of Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland', not to disclose related party transactions with wholly owned subsidiaries within the group. |
| Transactions between group entities which have been eliminated on consolidation are not disclosed within the financial statements. |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 23. | RELATED PARTY DISCLOSURES - continued |
| Smith Parker Management Ltd |
| Common directors |
| The group paid management charges amounting to £Nil (2023: £10,000) to the related party during the period. |
| Xcel Consulting Limited |
| Common director |
| The group undertook the following transactions with the related party during the period: |
| 2024 | 2023 |
| £ | £ |
| Director services | - | 10,400 |
| Support and administrative services | 53,000 | 52,000 |
| Bank balance held by related party as at balance sheet date as a nominee of the Company |
155,488 |
158,609 |
| 1st Rate Properties Limited |
| Common director and/or shareholder |
| The Company paid rent of £149,045 (2023: £147,327) to the related party during the year. The Company also purchased a motor vehicle of £32,000 (2023: £Nil) from the related party during the year. The amount due to the related party at the balance sheet date was £Nil (2023: £Nil). |
| Mr A. Mammadov |
| Ultimate controller |
| 2024 | 2023 |
| £ | £ |
| Payments to or on behalf of related party | 1,305,216 | 955,122 |
| Dividend payments to related party | 1,100,000 | - |
| Amount due to related party at the balance sheet date | - | 205,216 |
| Highgrove Investments Services Limited |
| Common Director / Shareholder of the company |
| 2024 | 2023 |
| £ | £ |
| Dividends declared | 122,222 | - |
| Dividends waived | (22,222 | ) | - |
| Dividend payments to related party | 100,000 | - |
| Balance due to related party at balance sheet date | - | - |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 24. | POST BALANCE SHEET EVENTS |
| The Company's Board has approved plans to open two new restaurants. Capital expenditure for the two restaurants is estimated to be £1.03m. The restaurants are expected to be operational later in 2025 and the total projected expenditure will be financed through internal resources. |
| The Company’s board has also approved the closure of one of its restaurants. In February 2025, employees were notified of the termination and the company paid redundancy and termination costs amounting to £80,000 after the balance sheet date. |
| As at balance sheet date, the Company had five property leases due to expire in April 2025. The Company was in negotiations with the respective landlords regarding the renewal of these leases. Subsequent to the balance sheet date and prior to the approval of the financial statements, the Company reached agreement on the principal terms for all five properties. However, the formal lease agreements have not yet been signed as at the date of approval of the financial statements. Based on the agreed terms, the total future financial commitments amount to £4,460,000. |
| The above events are considered non-adjusting events and, consequently, the financial statements for the period ended 29th December 2024 do not reflect any adjustments related to these events. |
| 25. | ULTIMATE CONTROLLING PARTY |
| The ultimate controlling party is Mr A. Mammadov. |
| 26. | RECONCILIATION OF PROFIT/(LOSS) BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS |
| Period | Period |
| 25/12/23 | 26/12/22 |
| to | to |
| 29/12/24 | 24/12/23 |
| £ | £ |
| Profit/(loss) before taxation | 216,253 | (876,930 | ) |
| Depreciation charges | 1,993,770 | 2,073,192 |
| Loss on disposal of fixed assets | 77,506 | 75,040 |
| Unwinding of reinstatement provision | - | 3,400 |
| Goodwill impairment | - | 61,401 |
| Increase in reinstatement/dilapidation | 274,600 | - |
| Finance costs | - | 42 |
| 2,562,129 | 1,336,145 |
| (Increase)/decrease in stocks | (9,397 | ) | 32,286 |
| Decrease in trade and other debtors | 2,125 | 237,672 |
| Increase/(decrease) in trade and other creditors | 1,128,439 | (113,791 | ) |
| Cash generated from operations | 3,683,296 | 1,492,312 |
| 27. | CASH AND CASH EQUIVALENTS |
| The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts: |
| Period ended 29th December 2024 |
| 29/12/24 | 25/12/23 |
| £ | £ |
| Cash and cash equivalents | 4,415,230 | 3,866,546 |
| Period ended 24th December 2023 |
| 24/12/23 | 26/12/22 |
| £ | £ |
| Cash and cash equivalents | 3,866,546 | 4,677,197 |
| 1ST RATE INVESTMENT (UK) LIMITED (REGISTERED NUMBER: 05280362) |
| NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS - continued |
| FOR THE PERIOD 25TH DECEMBER 2023 TO 29TH DECEMBER 2024 |
| 28. | ANALYSIS OF CHANGES IN NET FUNDS |
| At 25/12/23 | Cash flow | At 29/12/24 |
| £ | £ | £ |
| Net cash |
| Cash at bank and in hand | 3,866,546 | 548,684 | 4,415,230 |
| 3,866,546 | 548,684 | 4,415,230 |
| Total | 3,866,546 | 548,684 | 4,415,230 |