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Registered number: 14970121










BRESAND LEISURE LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 30 SEPTEMBER 2024

 
BRESAND LEISURE LIMITED
 
 
COMPANY INFORMATION


Directors
R Robinson 
C M Salmon 
S Vyas 
M A Welden 
M J Williams  




Registered number
14970121



Registered office
14th Floor
33 Cavendish Square

London

W1G 0PW




Independent auditors
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors

14th Floor

33 Cavendish Square

London

United Kingdom

W1G 0PW





 
BRESAND LEISURE LIMITED
 

CONTENTS



Page
Group strategic report
1 - 2
Directors' report
3 - 8
Independent auditors' report
9 - 13
Consolidated statement of comprehensive income
14
Consolidated balance sheet
15
Company balance sheet
16
Consolidated statement of changes in equity
17
Company statement of changes in equity
18
Consolidated statement of cash flows
19
Notes to the financial statements
20 - 48


 
BRESAND LEISURE LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Introduction
The Directors of the Company present their strategic report together with the audited consolidated financial statements for the period ended 30 September 2024.
The Company was incorporated on 29 June 2023 as Breal Capital (102) Limited, and changed its name to Bresand Leisure Limited on 11 September 2023. On 17 October 2023, it acquired the D&D restaurant group. These are the first accounts to be presented and incorporate the results of the acquired business from 17 October 2023.
The principal activity of the Company and its subsidiaries continues to be the ownership and operation of restauraunts and a hotel.

CEO Statement:
 
D&D London, now renamed ‘The Evolv Collection’ is a pioneering, premium hospitality group, founded by Sir Terrence Conran in 1991. Our portfolio includes the most iconic restaurants in modern- history, homed in London, Birmingham, Manchester and New York.
Every brand in the collection has its own heritage, distinctive character, offering and ambience. Through striving for excellence in our people, we are passionate in delivering unique guest experiences to a loyal HNW demographic. 
Considering the amount of transformational change we drove through the business, including a new leadership team, we are happy with the 2024 performance as a result of the successful transition period and have a current focus of continued consolidation and like for like growth in a challenging environment for the sector.

Post Balance Sheet Trading
 
The business is trading strongly in the current financial year with 5 restaurants hitting their highest ever sales week in December, and the events business in strong like for like growth following the appointment of a new Sales Director in August 2024. The business is also benefitting from its project of standardising the suppliers to achieve economies of scale to ensure healthier margins without impacting price. There has also been a significant reduction to support office staff in line with the reduction of loss making sites.

Long Term Strategy and Prospects
 
The Group’s strategy is to continue to develop its core restaurant brands through targeted investment and guest experiences. Following the investment by Breal Capital and Calveton in October 2023 the business has been able to continue this development and is now looking forward to the next phase of growth both in the UK and internationally as it consolidates on the strength of the core brands it has.

Page 1

 
BRESAND LEISURE LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Business Review
 
The directors consider the results for the period to be satisfactory in light of challenging market conditions. 
The directors consider Turnover as the key performance indicator for the Group. Turnover in the first period for the Group was £126,357,000.

Principal risks and uncertainties
 
The principal risks and uncertainties arising from both internal and external factors that could impact the Group’s performance and the related mitigating activities to manage that risk are considered below. The Group has risk management processes to identify, monitor and evaluate such issues as they emerge enabling the Board to take appropriate action where possible. The factors listed below should be considered in connection with any forward-looking statements in this report. These forward-looking statements reflect the Board’s current expectations concerning future events and actual results may differ from these expectations.


This report was approved by the board on 20 June 2025 and signed on its behalf.



M A Welden
Director

Page 2

 
BRESAND LEISURE LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the period ended 30 September 2024
The Company was incorporated on 29 June 2023 as Breal Capital (102) Limited, and changed its name to Bresand Leisure Limited on 11 September 2023. On 17 October 2023, it acquired the D&D restaurant group. These are the first accounts to be presented and incorporate the results of the D&D restaurant group from 17 October 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 loss for the period, after taxation and minority interests, amounted to £13,397,000.

The directors did not recommend payment of a dividend in the period. The Company did not receive any dividends from its subsidiaries in the period.

Directors

The directors who served during the period were:

R Robinson (appointed 6 October 2023)
S Vyas (appointed 18 September 2023)
M A Welden (appointed 29 June 2023)
G E Cox (appointed 9 October 2023, resigned 17 February 2025)
C M Salmon (appointed 21 February 2025).
M J Williams (appointed 31 March 2025).

Page 3

 
BRESAND LEISURE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Principal risks and uncertainties

The principal risks and uncertainties arising from both internal and external factors that could impact the Group’s performance and the related mitigating activities to manage that risk are considered below. The Group has risk management processes to identify, monitor and evaluate such issues as they emerge enabling the Board to take appropriate action where possible. The factors listed below should be considered in connection with any forward-looking statements in this report. These forward-looking statements reflect the Board’s current expectations concerning future events and actual results may differ from these expectations.

Economic and market risk

The Group, like the wider hospitality sector, is subject to risk around continued impact of train strikes, political uncertainty around Eastern Europe and the Middle East and the subsequent knock-on effects to supply chain costs that these bring. There are specific pressures around utility and labour costs. 
The Group is committed to maintaining a highly desirable customer experience. The D&D brand is synonymous with style and exclusivity. Internal processes ensure that the Group is well positioned to react to market pressures while continuing to deliver a high-quality product at competitive prices to its customers.

Operational efficiency and cost control

The Group faces growing internal and external cost pressures. These pressures are managed with a focus on improving supply chain management, operational efficiency, and rigorous cost control by utilising its size and scale. The Group is constantly looking to implement new initiatives to improve efficiency across the whole business, resulting in lower operating costs without compromising product quality or service levels. This helps support the business’s competitiveness and profitability.  

Liquidity, financing and treasury

Key to the financial success of the business is the availability of sufficient bank facilities to permit the Group to meet its obligations and to enable it to continue to fund its growth through investment in new restaurants and in improving its existing venues. 
To manage liquidity risk, the Group has recently extended its banking facilities to the end of September 2027 as explained below under post balance sheet events.  

Major operational risk

In common with other businesses the Group depends on its process and control framework to mitigate the possibility of a major failure in operations, information technology, finance, human resources or other key business processes capable of having an impact on its performance. These failures may be caused by internal factors such as a major information technology systems failure, a supply chain breakdown or failure to retain key personnel. They could also be driven by external events such as disruptions or other adverse events affecting our relationship with or the performance of major suppliers, financial services providers, designers or concessionaires, terrorism or natural disasters and other major events which impact the Group as well as the communities it serves. The Group is committed to developing and strengthening its coordinated risk management and assurance mechanisms to manage these risks in a manner which it believes ensure an appropriate and effective control framework for its businesses at a local, national and corporate level.  

Page 4

 
BRESAND LEISURE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Major health and safety and environmental risks

The Group takes its responsibilities in the field of health, safety and the environment very seriously and fully recognises the potential human, reputational and financial consequences of these risks. The business has dedicated teams addressing these risks and follows relevant policies and procedures. During the year the group continued to take extensive steps to create safe environments for its customers and employees. This involved   investing in both training of employees and the physical set up of sites.  

Engagement with suppliers, customers and others

The company has considered its key stakeholders and identified them as the following: 
Employees: The company is reliant on its employees to deliver high quality service to its customers. This is a key component of the D&D brand and its success. The company attracts a diverse workforce from a range of backgrounds and reports to the board on gender/age and nationality splits. The company used D&D Connect during the year which is an online platform to communicate to employees on both work and personal issues. The company also offers formal induction training and continual training opportunities to ensure employees are able to develop their careers within D&D. 
Suppliers: The company has a large supplier group covering food, beverage and operational costs. The company works closely with its suppliers to ensure continuity of supply and also collaborates on promotional activities to drive sales. Communication is predominately handled through D&D’s purchasing and marketing teams. 
Landlords: Our landlords are key stakeholders and a major cost for the business. Strong working relationships are essential for the continued ability to trade and expand the business. This has been particularly important during Covid. Landlord communication is dealt with principally by the CEO. 
Investors/Shareholders: Our investors are key to the group to provide ongoing financial and strategic support. They are kept informed via a combination of monthly board meetings and through regular reporting. Where necessary the company also communicates through meetings with key investors. 
Lenders: Our senior external debt providers and investors are key to the group to provide ongoing financial support. They are kept informed through monthly and occasionally more frequent reporting and meetings.
Customers: Our customers are of course vital to the company. The most regular customers are communicated to through our club D&D program. Other customers are communicated to through emails, social media and our website. Customer service and the safety of our customers are paramount and measured through feedback, surveys and regular inspections.
 
Key Decisions and impact on stakeholders: Decision making in the business was around closure of non-profitable sites that were impacted by Covid whereby the trade never returned back to pre-Covid levels.
Cost Savings: The gross profit margins of each of the restaurants was reviewed and a supplier standardisation project was undertaken to achieve economies of scale across the group. Significant cost savings were made in the group’s head office also in line with the reduction of sites. Both projects were undertaken towards the end of the financial year so the group will get a full year benefit next year.

Disabled employees

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

Page 5

 
BRESAND LEISURE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Employee consultation

The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group and the Company. This is achieved through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

Greenhouse gas emissions, energy consumption and energy efficiency action

2024
2024
       KWh
   CO2e tonnes
Scope 1: Direct

3,069

1,001

Scope 2: Indirect

12,072

3,112

Scope 3: Indirect upstream

60,030

21,937

Cat 1: Purchased goods & services

-

20,331

Cat 2: Capital goods

-

320

Cat 3: Fuel & Energy

-

1,190

Cat 5: Waste in generated operations


-

95


75,171

47,986


Methodology

The methodology for calculating emissions footprint uses the Greenhouse Gas Protocol, in particular the: 
•GHG Protocol Corporate Reporting Standard (ghg-protocol-revised.pdf (ghgprotocol.org))
•GHG Protocol Technical Guidance for reporting scope 3 emissions (Scope 3 Calculation Guidance |    Greenhouse Gas Protocol (ghgprotocol.org)) 
These standards are directly aligned with the international ISO 14000 series covering good practice environmental management and include: 
•ISO 14001:2015 Environmental Management Systems 
•ISO 14064: 2018 Greenhouse gases — Part 1: Specification with guidance at the organization level for    quantification and reporting of greenhouse gas emissions and removals 
This is segregated into 3 scopes: 
Scope 1: These are direct GHG emissions from sources directly owned or Controlled by the group. Scope 1 includes emissions from fossil fuels burned on site, entity-leased vehicles using petrol or diesel and other direct sources of combustion. 
Scope 2: These are indirect GHG emissions resulting from the off-site generation of electricity, heating and cooling, or steam purchased by the group. 
Scope 3: These are the indirect GHG emissions from sources not owned or directly controlled by the group but related to essential activities including all goods and services bought, employee commuting, all business travel, contracted solid waste disposal and contracted wastewater treatment.

Page 6

 
BRESAND LEISURE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Post balance sheet events

On 31 October 2024 the Group ceased trading at Launceston Place and has retained the lease. 
On 15 December 2024 the Group stopped trading in its restaurant in Leeds, Trinity, and on 14th February 2025 it officially surrendered the lease on this site. 
In December 2024 the Group sold its majority stake in Alexander & Bjork Limited to the minority interest. The financial impact has yet to be determined.
In March 2025 the Group entered into an agreement to sell the assets of Atlantic Blue Compagnie which consists of its restaurant Alcazar in Paris. The sale completed on 20 May 2025, with consideration of £2 million.
In April 2025 the Group relaunched itself under a new brand and identity, Evolv collection, poised for future growth.

Energy Efficiency Action

The Group has successfully started to streamline the supply chain, making it more efficient, sustainable, and environmentally friendly. As part of its commitment to corporate social responsibility and reducing carbon footprint, the Group has taken significant steps to optimize processes by consolidating suppliers and prioritizing those who share values of sustainability and ethical business practices. The Group targets reducing its environmental impact. This approach not only strengthens its relationships with partners but also leads to a more resilient and transparent supply chain. The Board continues to target net zero by 2030 for Scope 1 and Scope 2. For Scope 3 we continue to work with suppliers to determine a timeframe. 
The Group has taken several steps in the year to improve energy efficiency: 
• Proactively monitoring data on a weekly basis; 
• Procuring and upgrading equipment with improved energy efficiency ratings; and 
• Continues to upgrade halogen lights with new energy efficient LED lights.
 
In addition to these measures, the Group is continuously working towards reducing waste and improving resource efficiency in its operations. By doing so, it contributes to a circular economy, where materials are reused and recycled, minimizing the depletion of natural resources. 

Qualifying third party indemnity provisions
The company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.  

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.

Page 7

 
BRESAND LEISURE LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024


Auditors

The auditorsSumer Auditco Limitedwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 20 June 2025 and signed on its behalf.
 





M A Welden
Director

Page 8

 
BRESAND LEISURE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED
 

Opinion


We have audited the financial statements of Bresand Leisure Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 September 2024, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, 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 30 September 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 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.


Page 9

 
BRESAND LEISURE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)


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.


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 3, 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 10

 
BRESAND LEISURE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE 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:

In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered:
 the results of our enquiries of management and those charged with governance of their assessment of the  risks of fraud and irregularities;
 the nature of the group, including its management structure and control systems (including the opportunity  for management to override such controls);
 management’s incentives and opportunities for fraudulent manipulation of the financial statements    including the group’s remuneration and bonus policies and performance targets; and 
 the industry and environment in which it operates.
We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006.
Based on this understanding we identified the following matters as being of significance to the entity:
 
laws and regulations considered to have a direct effect on the financial statements including UK financial  reporting standards, Company Law, tax and pension legislation and distributable profits legislation;
compliance with legislation relating to GDPR, health and safety; food safety; operating licenses, solvency requirements, environmental legislation.
management bias in selecting accounting policies and determining estimates;
inappropriate journal entries; and
the requirement to impair tangible fixed assets, intangible assets, goodwil and investments in subsidiaries and the amount of any such impairment.
 
We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.
 
Page 11

 
BRESAND LEISURE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)



Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised: 
 
enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
enquiries with the same concerning any actual or potential litigation or claims;
discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;
inspection of relevant legal correspondece;
assessment of matters reported to management and the result of the subsequent investigation;
obtaining an understanding of the relevant controls during the period;
challenging assumptions made by management in their specific accounting policies and estimates, in particular in relation to depreciation of fixed assets; amortisation of intangible fixed assets; impairment of investments;
identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
challenging key assumptions made by management in their assessment of any impairment to the carrying value of fixed assets, goodwill and investments in subsidiaries;
reviewing the financial statements for compliance with the relevant disclosure requirements;
performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
reviewing the minutes of Board meetings and correspondence with HMRC;
evaluating the underlying business reasons for any unusual transactions; and
considered the implementation of controls during the year.
 
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).


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 12

 
BRESAND LEISURE LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)


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 2006Our 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 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 members, as a body, for our audit work, for this report, or for the opinions we have formed.





Andrew G. Hill (Senior statutory auditor)
for and on behalf of
Sumer Auditco Limited
Chartered Accountants & Statutory Auditors
14th Floor
33 Cavendish Square
London
United Kingdom
W1G 0PW

20 June 2025
Page 13

 
BRESAND LEISURE LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2024
Note
£000

  

Turnover
 4 
126,357

Cost of sales
  
(78,636)

Gross profit
  
47,721

Administrative expenses
 5 
(52,958)

Exceptional administrative expenses
 6 
(2,670)

Operating (loss)
  
(7,907)

Interest payable and similar expenses
 10 
(5,478)

(Loss) before taxation
  
(13,385)

Tax on loss
 11 
41

(Loss)/profit for the financial period
  
(13,344)

  

Currency translation differences
  
835

Other comprehensive income for the period
  
835

Total comprehensive loss for the period
  
(12,509)

(Loss) for the period attributable to:
  

Non-controlling interests
  
53

Owners of the parent Company
  
(13,397)

  
(13,344)

Total comprehensive loss for the period attributable to:
  

Non-controlling interest
  
53

Owners of the parent Company
  
(12,562)

  
(12,509)

There were no recognised gains and losses for 2024 other than those included in the consolidated statement of comprehensive income.

The notes on pages 20 to 48 form part of these financial statements.

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 Comprehensive Income in these financial statements. The profit/(loss) after tax of the parent Company for the year was a loss of £5,746,673.

Page 14

 
BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121

CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
Note
£000

Fixed assets
  

Intangible assets
 12 
37,256

Tangible assets
 13 
32,986

  
70,242

Current assets
  

Stocks
 15 
4,122

Debtors: amounts falling due within one year
 16 
10,586

Cash at bank and in hand
 17 
5,131

  
19,839

Creditors: amounts falling due within one year
 18 
(35,113)

Net current liabilities
  
 
 
(15,274)

Total assets less current liabilities
  
54,968

Creditors: amounts falling due after more than one year
 19 
(67,432)

Provisions for liabilities
  

Deferred taxation
 21 
(241)

  
 
 
(241)

Net liabilities
  
(12,705)


Capital and reserves
  

Called up share capital 
 22 
-

Profit and loss account
 23 
(12,562)

Equity attributable to owners of the parent Company
  
(12,562)

Non-controlling interests
  
(143)

  
(12,705)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 June 2025.


M A Welden
Director

The notes on pages 20 to 48 form part of these financial statements.

Page 15

 
BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121

COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
Note
£000

Fixed assets
  

Investments
 14 
46,135

  
46,135

Current assets
  

Debtors: amounts falling due within one year
 16 
8,240

  
8,240

Creditors: amounts falling due within one year
 18 
(293)

Net current assets
  
 
 
7,947

Total assets less current liabilities
  
54,082

  

Creditors: amounts falling due after more than one year
 19 
(59,829)

  

Net liabilities
  
(5,747)


Capital and reserves
  

Called up share capital 
 22 
-

Profit and loss account

  

(5,747)

  
(5,747)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 20 June 2025.


M A Welden
Director

The notes on pages 20 to 48 form part of these financial statements.

Page 16
 

 
BRESAND LEISURE LIMITED


 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024



Called up share capital
Profit and loss account
Equity attributable to owners of parent Company
Non-controlling interests
Total equity


£000
£000
£000
£000
£000



Comprehensive income for the period


Loss for the period
-
(13,397)
(13,397)
-
(13,397)


Currency translation differences
-
835
835
-
835



Contributions by and distributions to owners


Shares issued during the period
-
-
-
-
-


Arising on business combination
-
-
-
(196)
(196)


Share of profit/ loss to minority interest
-
-
-
53
53



Total transactions with owners
-
-
-
(143)
(143)



At 30 September 2024
-
(12,562)
(12,562)
(143)
(12,705)

The notes on pages 20 to 48 form part of these financial statements.

Page 17
 
BRESAND LEISURE LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 30 SEPTEMBER 2024


Called up share capital
Profit and loss account
Total equity

£000
£000
£000


Comprehensive income for the period

Loss for the period
-
(5,747)
(5,747)
Total comprehensive income for the period
-
(5,747)
(5,747)

Shares issued during the period
-
-
-


At 30 September 2024
-
(5,747)
(5,747)

The notes on pages 20 to 48 form part of these financial statements.

Page 18

 
BRESAND LEISURE LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2024
£000

Cash flows from operating activities

Loss for the financial period
(13,344)

Adjustments for:

Tax credit
(41)

Amortisation of intangible assets
4,072

Depreciation of tangible assets
5,045

Impairment of intangible assets
670

Loss on disposal of tangible assets
3,269

Interest payable
5,478

Decrease in stock
468

Decrease in debtors
13,944

Decrease in creditors
(19,348)

Impairment of tangible fixed assets
103

Net cash generated from operating activities

316


Cash flows from investing activities

Purchase of tangible fixed assets
(4,278)

Purchase of subsidiary net of cash acquired
(45,136)

Net cash from investing activities

(49,414)

Cash flows from financing activities

New bank loans
45,275

Issue of loan notes
9,200

Net cash used in financing activities
54,475

Net increase in cash and cash equivalents
5,377

Foreign exchange gains and losses
(246)

Cash and cash equivalents at the end of period
5,131


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
5,131

5,131


The notes on pages 20 to 48 form part of these financial statements.

Page 19

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

1.


General information

The company is a private company limited by share capital, incorporated in England and Wales. The
address of the registered office and principal trading address is 14th Floor 33 Cavendish Square, London, W1G 0PW.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The company was incorporated on 29 June 2023 as Breal Capital (102) Limited, and changed its name to Bresand Leisure Limited on 11 September 2023. On 17 October 2023, it acquired the D&D restaurant group. These are the first accounts to be presented and incorporate the results of the D&D restaurant group from 17 October 2023.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

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 comprehensive income in these financial statements.

Parent Company disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS102:
 
Only one reconciliation of the number of shares outstanding at the beginning and end of the year has been presented as the reconciliation for the Company and the parent Company would be identical;
No statement of Cash Flows has been presented for the parent Company;
Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and
No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Group as a whole.

The following principal accounting policies have been applied:

Page 20

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
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 Balance sheet, 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 comprehensive income 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.

 
2.3

Going concern

The Group is party to funding arrangements covering various entities within the Bresand Leisure Limited Group. The company has provided a cross-guarantee to this banking group and so is bound by the covenant requirements of the banking group as a whole. 
In assessing the going concern basis of preparation of the financial statements for the year ended
30 September 2024, the directors have taken into consideration detailed cash flow forecasts for the
business and the forecast compliance with bank covenants covering a period of at least 12 months
from the date these financial statements were authorised for issue.
The forecasts indicate that the group has sufficient liquidity to realise its assets and meet its
liabilities as they fall due for a period of at least 12 months from the date these financial statements
were authorised for issue. The banking covenant (based on minimum liquidity) will be met for that
period. The current trading performance of the group provides comfort to the directors in their
forecasts. 
As part of the assessment of the going concern principal, management have considered the risks to
the liquidity of the group. Except in severe but plausible downside scenarios the group has means
available to it to manage its cashflows, such that it has sufficient liquidity to meet its covenants,
realise its assets and meet its liabilities as they fall due. In only the most extreme case involving a
prolonged reduction in sales, which it does not regard as reasonably likely based on the recent
performance of the group, would the group require additional liquidity. Should this need arise the
business has the ability within the current facility agreement to provide additional liquidity necessary,
such that the covenants remain achieved. Based on discussions the Board have had with
shareholders and investors of the group , they are confident any short-term funding required would
be made available, however is not currently needed.
Based on the forecasts prepared and the scenarios modelled in the directors view the risk of default
of bank facilities, and therefore inability to meet liabilities as they fall due, is not considered a
reasonably likely one and so the level of uncertainty is not considered material. Given the above and
the current trading performance of the group, the directors are satisfied preparing the financial
statements on a going concern basis is appropriate. 

Page 21

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss except when deferred in other comprehensive income as qualifying cash flow hedges.

Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Consolidated statement of comprehensive income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'other operating income'.

On consolidation, the results of overseas operations are translated into Sterling at rates approximating to those ruling when the transactions took place. All assets and liabilities of overseas operations are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

 
2.5

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. 
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. 
The revenue of the restaurants excludes the staff discretionary service charge which is independently collected and distributed by a Tronc committee at each restaurant. 
Revenue is recognised when the significant risks and benefits of ownership of the products have transferred to the buyer. This will occur through the provision of restaurant services and sale of goods, and will be upon the completion of a sale to cusomers. 
Revenue for the hotel is recognised when earned when rooms are occupied and food and beverages sold.

Page 22

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the Group as lessor

Rental income from operating leases is credited to profit or loss on a straight-line basis over the lease term.
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished.
The Company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 April 2015 to continue to be charged over the period to the first market rent review rather than the term of the lease.

 
2.7

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.8

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.9

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

 
2.10

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 Balance sheet. The assets of the plan are held separately from the Group in independently administered funds.

The Group does not operate its own pension scheme. The Group makes contributions to certain senior employees’ personal pension schemes, which are charged to the profit and loss account as they fall due. The Group operates a defined contribution scheme. The assets of the plan attributable to individuals participating in the plan are independently administered and managed by The People’s Pension. The amounts charged against profit represent the contributions payable to the scheme in respect of the accounting period.

Page 23

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.11

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 balance sheet 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 balance sheet 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;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax 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 balance sheet date.


 
2.12

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

Page 24

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.13

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.

Lease intangibles
On acquisition, leasehold properties with embedded values in the lease are capitalised as an asset on the balance sheet at cost and amortised on a straight-line basis over the remaining lease periods, even if payments are not made on such a basis.
Trademarks
Purchased trademarks are classified as an asset at cost on the balance sheet and amortised on a straight-line basis over their useful economic lives, up to a maximum of 10 years.
Brands
Brands acquired through business combinations are recognised as intangible assets at fair value at the acquisition date. These are amortised  on a straight line basis over their estimated useful lives of 10 years. The carrying value is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.

 
2.14

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives. 

Depreciation is provided on the following basis:

Long-term leasehold property
-
Over the shorter of the lease period and 25 years, having consideration to provisions contained in the lease for future potential lease renewals.
Plant and machinery
-
Over 4 years
Fixtures and fittings
-
Over 10 years

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

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

Page 25

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

  
2.15

Impairment of goodwill, intangible assets and fixed assets

Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased. 

 
2.16

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.17

Stocks

Stocks consist of raw materials and consumables, crockery and linen. 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.
At each balance sheet 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.

 
2.18

Debtors

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

 
2.19

Cash and cash equivalents

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

In the Consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.20

Creditors

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

In the consolidated statement of cash flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

Page 26

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.21

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at each reporting date.

Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.

If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Page 27

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.21
Financial instruments (continued)

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.

Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.

Derecognition of 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.

Derecognition of financial liabilities

Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.

Page 28

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

3.


Judgments in applying accounting policies and key sources of estimation uncertainty

In the application of the company’s accounting policies, which are described in note 2, the directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.
Key source of estimation uncertainty 
Impairment of fixed assets and intangible assets:
Determining whether fixed assets and intangible assets are impaired requires an estimation of the value in use of the cash-generating units to which fixed assets and intangible assets have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and, and a suitable discount rate in order to calculate present value. The carrying amount of the fixed assets at the balance sheet date was £32,986,000. The carrying amount of intangible assets at the balance sheet date was £37,256,000. During the year impairment of fixed assets and intangible assets totaled £773,000. In concluding on the value of impairment the directors considered downside risk to their own models. 
The impairment review has been calculated based on information known at the balance sheet date updated only for facts known post year end which were in place at the balance sheet date. It does not adjust for post balance sheet information which could not reasonably be known at the balance sheet date. 
Useful economic lives of assets and depreciation charges:
Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re- assessing  asset lives, factors such as the level of maintenance expenditures required to obtain the expected cashflow from the asset,  contractual provisions that may limit the useful life, the entity’s own experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, the effects of obsolescence, technological innovation, demand, competition and other economic factors are examined. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values. 

Page 29

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

4.


Turnover

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


2024
£000

Restaurants
115,917

Hotels
10,440

126,357


Analysis of turnover by country of destination:

2024
£000

United Kingdom
101,635

Rest of the world
24,722

126,357



5.


Operating (loss)

The operating (loss) is stated after charging:

2024
£000

Depreciation
5,045

Amortisation
4,072

Operating leases - land and buildings
13,797

Operating leases - sublet property income
(758)

Impairment of fixed assets
798

Impairment reversal of fixed assets
(695)

Impairment of intangible assets
670

In the year to 30 September 2024, the Company recorded impairment charges of £798,106 and a reversal of impairment charges of £695,522 in respect of Property Plant & equipment owned by the business. The recoverable amounts for these assets are based on value in use calculations which has been assessed as greater than the original carrying values of these assets. 

Page 30

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

6.


Exceptional items

2024
£000


Fixed asset write downs
835

Stock provision
(12)

Legal and professional fees
965

Redundancy, restructuring and consultancy
330

Pre-opening costs
89

Costs on site closure
(987)

Provisions against amounts due from related undertakings
1,450

2,670


7.


Auditors' remuneration

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


2024
£000

Fees payable to the Company's auditors and their associates for the audit of the consolidated and parent Company's financial statements
308

Fees payable to the Company's auditors and their associates in respect of:

Non-audit services
110

Page 31

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

8.


Employees

Staff costs were as follows:


Group
2024
£000


Wages and salaries
45,486

Social security costs
3,968

Cost of defined contribution scheme
757

50,211


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



Group
Company
        2024
        2024
            No.
            No.







Directors
4
4



Restaurant
1,595
-



Admin
139
-

1,738
4


9.


Directors' remuneration

2024
£000

Directors' emoluments
144

144



10.


Interest payable and similar expenses

2024
£000


Bank interest payable
4,028

Loan note interest payable
1,450

5,478

Page 32

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

11.


Taxation


2024
£000

Corporation tax


Current tax on profits for the year
8


8


Total current tax
8

Deferred tax


Origination and reversal of timing differences
(49)

Total deferred tax
(49)


Tax on loss
(41)
Page 33

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
 
11.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:

2024
£000


(Loss)/profit on ordinary activities before tax
(13,385)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(3,346)

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
3,736

Permanent differences between capital allowances and depreciation
(650)

Short-term timing difference leading to an increase (decrease) in taxation
(7)

Tax losses not recognised
226

Total tax charge for the period
(41)


Factors that may affect future tax charges

The Group has tax losses arising in France. The tax losses have not been recognised in the financial statements as the assets in the French subsidiary were sold post year end.
No deferred tax is recognised on unremitted earnings of overseas subsidiaries and joint ventures. As the earnings are continually reinvested by Group, no tax is expected to be payable on them in the foreseeable future.
There are unprovided deferred tax assets on UK losses of £10,423,509. The amount has not been recognised as the directors do not believe there is sufficient certainty that the asset will be recovered.

Page 34

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

12.


Intangible assets

Group




Brand
Embedded values
Trademarks
Total

£000
£000
£000
£000



Cost


Additions
40,057
1,756
185
41,998



At 30 September 2024

40,057
1,756
185
41,998



Amortisation


Charge for the period on owned assets
3,929
69
74
4,072


Impairment charge
670
-
-
670



At 30 September 2024

4,599
69
74
4,742



Net book value



At 30 September 2024
35,458
1,687
111
37,256



Page 35

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

13.


Tangible fixed assets

Group






Long-term leasehold property
Plant and machinery
Fixtures and fittings
Total

£000
£000
£000
£000



Cost


Additions
29,881
3,474
8,177
41,532


Disposals
(6,609)
(622)
(1,675)
(8,906)


Exchange adjustments
(910)
(159)
(173)
(1,242)



At 30 September 2024

22,362
2,693
6,329
31,384



Depreciation


Charge for the period on owned assets
2,437
847
1,761
5,045


Disposals
(3,720)
(561)
(1,356)
(5,637)


Impairment charge
(188)
68
223
103


Exchange adjustments
(820)
(152)
(141)
(1,113)



At 30 September 2024

(2,291)
202
487
(1,602)



Net book value



At 30 September 2024
24,653
2,491
5,842
32,986

Page 36

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£000



Cost


Additions
46,135



At 30 September 2024
46,135




Page 37

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

CGL Restaurant Holdings Limited
A
Ordinary
100%
D&D Nova Limited
A
Ordinary
100%
German Gymnasium Limited
A
Ordinary
100%
Madison Restaurant Limited
A
Ordinary
100%
D&D Hudson Yards LLC
G
Ordinary
100%
100 Wardour Street Limited (1)
A
Ordinary
100%
Alexander & Bjorck Limited (1 ,2, 5)
F
Ordinary
80%
Alcazar (Paris) Limited (1)
A
Ordinary
95%
Alcazar (France) Limited (1)
A
Ordinary
95%
Atlantic Blue Compagnie SNC
B
Ordinary
95%
Blueprint Cafe Limited (1)
A
Ordinary
100%
Coq d’Argent Limited (1)
A
Ordinary
100%
D&D Battersea PS Limited (1)
A
Ordinary
100%
D&D Bristol Limited (1)
A
Ordinary
100%
D&D Colmore Row Limited (1)
A
Ordinary
100%
D&D Devonshire Hotel Limited (1)
A
Ordinary
100%
D&D FS Limited (1)
A
Ordinary
  100%
D&D Leeds Limited (1)
A
Ordinary
100%
D&D London Limited (1)
A
Ordinary
100%
D&D Management Limited (1)
A
Ordinary
100%
D&D Manchester Limited (1)
A
Ordinary
100%
D&D Stratford Pavilion Limited (1)
A
Ordinary
100%
Drawbonus Limited (1, 3)
A
Ordinary
100%
Gustavinos Inc (1)
C
Ordinary
100%
Image Restaurants Limited (1)
A
Ordinary
  100%
D&D Kuala Lumpur Sdn Bhd. (1)
D
Ordinary
49%
Le Pont de la Tour Limited (1)
A
Ordinary
100%
Mirror Image restaurants Limited (1)
A
Ordinary
100%
Moving Image Restaurants Limited (1)
A
Partnership
100%
Ocean Drive Compagnie SASU (1)
B
Partnership
95%
Old Bengal Warehouse Limited (1)
A
Ordinary
100%
Orrery Restaurant Limited (1)
A
Ordinary
100%
Place Restaurants Limited (1)
A
Ordinary
100%
Quaglinos Restaurant Limited (1)
A
Ordinary
100%
Sartoria Restaurant Limited (1)
A
Ordinary
100%
Skylon Restaurant Limited (1)
A
Ordinary
100%
South Place Hotel Limited (1)
A
Ordinary
100%
The Bluebird Store Limited (1)
A
Ordinary
100%
The Butlers Wharf Chop-House Limited (1)
A
Ordinary
100%
The Modern Pantry Limited (1)
A
Ordinary
100%

Page 38

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
Subsidiary undertakings (continued)

Registered offices
A - 16 Kirby Street, London, EC1N 8TS, United Kingdom
B - Alcazar, 62 rue Mezarine, 75006 Paris
C - 409 East 59th Street, New York NY 10022
D - Lot 20-ACD, Level 5, Menara, Pandan Indah, Kuala Lumpur, 55100, Malaysia
E - C/O Begbies Traynor 31st Floor, 40 Bank Street, London, E14 5NR
F - The Courtyard, 14a Sydenham Road, Croydon, United Kingdom, CR0 2EE
G - 500 W 33rd Street Unit RU415
Notes to subsidiary undertakings
1 - Shares held via CGL Restaurant Holdings Limited
2 - Shares held via D&D London
3 - Shares held via 100 Wardour Street
4 - Entity is currently in liquidation
5 - Disposed of subsequent to the year end


15.


Stocks

Group
2024
£000

Raw materials and consumables
1,773

Crockery, linen and staff uniforms
2,349

4,122


The difference between purchase price or production cost of stocks and their replacement cost is not material.

Page 39

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

16.


Debtors

Group
Company
2024
2024
£000
£000


Trade debtors
2,189
-

Amounts owed by group undertakings
-
8,009

Other debtors
2,402
231

Prepayments and accrued income
5,995
-

10,586
8,240



17.


Cash and cash equivalents

Group
2024
£000

Cash at bank and in hand
5,131

5,131



18.


Creditors: Amounts falling due within one year

Group
Company
2024
2024
£000
£000

Trade creditors
8,797
10

Corporation tax
1,320
-

Other taxation and social security
3,552
-

Other creditors
2,410
250

Accruals and deferred income
19,034
33

35,113
293


Page 40

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

19.


Creditors: Amounts falling due after more than one year

Group
Company
2024
2024
£000
£000

Bank loans
49,178
49,178

Secured loan notes
10,651
10,651

Other creditors
7,603
-

67,432
59,829


Secured creditors are secured by way of debenture over assets of the Group. The borrowings related to the bank loan are secured by fixed charges over any property, plant and equipment, bank funds and any potential insurance proceeds in the case of business interruption. Floating charges are held over all present and future assets of the Group not otherwise subject to fixed charges, including stock, receivables and other current assets.
Other creditors relate to landlord capital contributions which are being amortised over the life of the lease.


20.


Loans


Analysis of the maturity of loans is given below:


Group
Company
2024
2024
£000
£000



Amounts falling due 2-5 years

Bank loans
49,178
49,178

Secured loan notes
10,651
10,651


59,829
59,829


Page 41

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

21.


Deferred taxation


Group



2024


£000






Charged to profit or loss
49


Arising on business combinations
(290)



At end of year
(241)

Company







At beginning of year
-


Charged to profit or loss
-



-

 


Group
2024
£000

Accelerated capital allowances
(2,399)

Tax losses carried forward
3,015

Short term timing differences
(198)

Capital gains
(132)

Other adjustments
(527)

(241)

Page 42

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

22.


Share capital

2024
£
Allotted, called up and fully paid


3,375 A Ordinary shares of £0.01 each
34
3,375 B Ordinary shares of £0.01 each
34
2,337 C Ordinary shares of £0.01 each
23

91


Post year end 104 D Ordinary Shares of £0.01 each were issued at par.
All classes of shares rank pari passu in all respects. Specifically on voting rights, dividends and capital distribution. There are no special rights or restrictions attached to any class of shares.


23.


Reserves

Profit and loss account

Profit and loss account represents cumulative profits or losses, net of dividends paid and other adjustments.

Page 43

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

24.
 

Business combinations



Acquisition of CGL Restaurant Holdings Limited, Madison Restaurant Limited, German Gymnasium Limited, D&D Nova Limited and D&D Hudson Yards LLC

Recognised amounts of identifiable assets acquired and liabilities assumed

Book value
Fair value adjustments
Fair value
£000
£000
£000

Fixed Assets

Tangible
37,254
-
37,254

Goodwill and Intangibles
1,940
-
1,940

Brand
-
40,057
40,057

39,194
40,057
79,251

Current Assets

Stocks
4,492
-
4,492

Debtors
24,085
-
24,085

Cash at bank and in hand
1,329
-
1,329

Total Assets
69,100
40,057
109,157

Creditors

Due within one year
(45,319)
-
(45,319)

Due after more than one year
(17,278)
-
(17,278)

Deferred taxation
(290)
-
(290)

Total Identifiable net assets
6,213
40,057
46,270


Non-controlling interests
196

Total purchase consideration
46,466

Consideration

£000


Cash
46,136

Legal fees
330

Total purchase consideration
46,466

Page 44

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

24.Business combinations (continued)

Cash outflow on acquisition

£000


Purchase consideration settled in cash, as above
46,136

Directly attributable costs
330

46,466

Less: Cash and cash equivalents acquired
(1,329)

Net cash outflow on acquisition
45,137

CGL Restaurant Holdings Limited, Madison Restaurant Limited, German Gymnasium Limited, D&D Nova Limited and D&D Hudson Yard LLC (incorporated in the United States) were purchased in a single transaction and have therefore been included as a consolidated business combination. 
The total consideration of the acquisitions was funded through a combination of external bank borrowings and the issuance of Series A, B and C loan notes to Breal Capital (D&D Limited), Calveton Group Limited and Beechbrook Private Debt III L.P. respectively.


25.


Contingent liabilities

The Company, together with its fellow subsidairies, entered into an intercompany guarantee agreement for a term of 5 years, bearing interest rates of between 8% and 18%. As at the balance sheet date the net amount due under these facilities was £48,098,000.


26.


Pension commitments

The company does not operate its own pension scheme. The company makes contributions to certain senior employees' personal pension schemes, which are charged to the profit and loss account as they fall due. The Group operates a defined contribution scheme. The assets of the plan attributable to individuals participating in the plan are independently adminisitered and managed by The People's Pension. The amounts charged against profit represent the contributions payable to the scheme in respect of the accounting period.

Page 45

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

27.


Post balance sheet events

On 31 October 2024 the Group ceased trading at Launceston Place and has retained the lease. 
On 15 December 2024 the Group stopped trading in its restaurant in Leeds, Trinity, and on 14th February 2025 it officially surrendered the lease on this site. 
In December 2025 the Group sold its majority stake in Alexander & Bjork Limited to the minority interest. The financial impact has yet to be determined.
In March 2025 the Group entered into an agreement to sell the assets of Atlantic Blue Compagnie which consists of its restaurant Alcazar in Paris. The sale completed on 20 May 2025, with consideration of £2 million.
In April 2025 the Group relaunched under a new brand and identity, Evolv Collection, poised for future growth.

Page 46

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

28.


Loan notes

As at 29 September 2024, the Company has issued the following secured loan notes:



Series
Principal amount
Interest rate
Maturity date
Redemption premium
Security

A
£3,250,000
Nil (0%)
17 October 2028
100% of principal
Group debenture

B
£3,250,000
Nil (0%)
17 October 2028
100% of principal
Group debenture

C
£2,700,000
8% fixed (PIK)
17 October 2028
100% of principal (excl. PIK)
Group debenture

As at 29 September 2024, the Company has issued the following secured loan notes:
 
Key Terms (Applicable to All Series):

Repayment: All notes are repayable on the earlier of 17 October 2028 or an Exit event as defined in the Investment Agreement.
Redemption Premium: A premium equal to 100% of the principal amount is payable upon redemption.
Security: The notes are secured by a debenture over the assets of the Company and its subsidiaries.
Default Interest: In the event of default, interest accrues at 6% per annum on unpaid amounts.
Currency Option: Noteholders may elect to receive repayment in US dollars, subject to exchange rate protections.
Transfer Restrictions: Transfers require Principal Investors Approval and adherence to intercreditor agreements.
 
Series C Specifics:
 
Interest: Accrues at 8% per annum and is satisfied through the issuance of Payment-in-Kind (PIK) Notes.
PIK Notes: Issued quarterly and on redemption, and rank pari passu with the original Series C Notes

Classification:
As the loan notes have a contractual maturity date of 17 October 2028 and no Exit event is expected in the next 12 months, they are classified as non-current liabilities.

29.


Commitments under operating leases

At 30 September 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
2024
£000

Not later than 1 year
12,817

Later than 1 year and not later than 5 years
49,595

Later than 5 years
112,200

174,612
Page 47

 
BRESAND LEISURE LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 30 SEPTEMBER 2024

30.


Controlling party

There is no single controlling party.

 
Page 48