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Registered number:
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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BRESAND LEISURE LIMITED
COMPANY INFORMATION
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BRESAND LEISURE LIMITED
CONTENTS
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BRESAND LEISURE LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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.
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.
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.
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.
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BRESAND LEISURE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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.
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.
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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.
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.
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 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.
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.
The directors who served during the period were:
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).
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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.
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.
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.
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.
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.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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.
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.
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.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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.
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.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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.
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.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board on
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED
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 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).
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.
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.
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)
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 Report. 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. 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.
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.
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.
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)
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.
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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.
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)
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 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.
for and on behalf of
Chartered Accountants & Statutory Auditors
14th Floor
33 Cavendish Square
United Kingdom
W1G 0PW
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BRESAND LEISURE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 SEPTEMBER 2024
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BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121
CONSOLIDATED BALANCE SHEET
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 48 form part of these financial statements.
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BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121
COMPANY BALANCE SHEET
AS AT 30 SEPTEMBER 2024
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
The notes on pages 20 to 48 form part of these financial statements.
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