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Registered number: 05867334










CGL RESTAURANT HOLDINGS










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
CGL RESTAURANT HOLDINGS
 
 
COMPANY INFORMATION


Directors
M A Welden 
C M Salmon 
M J Williams 




Registered number
05867334



Registered office
16 Kirby Street

London

EC1N 8TS





 
CGL RESTAURANT HOLDINGS
 

CONTENTS



Page
Strategic report
1 - 2
Directors' report
3 - 4
Independent auditors' report
5 - 8
Profit and loss account
9
Balance sheet
10
Statement of changes in equity
11
Notes to the financial statements
12 - 23


 
CGL RESTAURANT HOLDINGS
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The Directors of the Company present their strategic report together with the audited financial statements for the year ended 30 September 2024.

Business review
 
On 17th October the former ultimate owner, Panther Partners Limited was placed into administration. On this day the company was acquired by Bresand Leisure Limited and as a result acts as a holding company with its subsidiaries continuing as restaurants and a hotel. These restaurants form part of ‘The Evolv Collection’.
The year continued to be a transitional period. During the year management have undertaken a review of the restaurants, which has resulted in the decision to close certain restaurants and impair the value of other restaurants. 

Principal risks and uncertainties
 
The principal risks and uncertainties arising from both internal and external factors that could impact the Company’s performance and the related mitigating activities to manage that risk are considered further on. The Company 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 Company, 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 Company is committed to maintaining a highly desirable customer experience. The Evolv brand is synonymous with style and exclusivity. Internal processes ensure that the Company 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 Company 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 and by utilising the wider groups size and scale. The Company 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 Company 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.





 
Page 1

 
CGL RESTAURANT HOLDINGS
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Major operational risk
In common with other businesses the Company 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 Company as well as the communities it serves. The Company 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.
Major health and safety and environmental risks
The Company 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 Company continued to take extensive steps to create safe environments for its customers and employees. This involved investment in both training of employees and the physical set up of sites.


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



M A Welden
Director
Date: 20 June 2025

Page 2

 
CGL RESTAURANT HOLDINGS
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

The directors present their report and the financial statements for the year ended 30 September 2024.

Principal activity

The principal activity of the company is that of a holding company. The principal activity of the subsidiaries continued to be that of the ownership and operation of restaurants and a hotel.

Director

The director who served during the year was:

M A Welden 

D M Loewi resigned on 31 December 2024
G E Cox resigned on 17 February 2025 
C M Salmon was appointed after the year end, on 21 February 2025 
M J Williams was appointed after the year end, on 31 March 2025

Directors' responsibilities statement

The directors are responsible for preparing the Strategic report, the Directors' report and the financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with 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 of the profit or loss of the Company for that period.

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


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

make judgments and accounting estimates that are reasonable and prudent;

prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company 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 hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

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. 

Page 3

 
CGL RESTAURANT HOLDINGS
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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'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's auditors are aware of that information.

Post balance sheet events

The company is part of the D&D Group of restaurants. In April 2025 the Group relaunched under a new brand and identity, Evolv collection, poised for future growth.

Parent undertaking

On 17 October 2023 the former ultimate owner, Panther Partners Limited, was placed into administration. As a result, the amounts owed to Panther Partners Limited totalling £85,011k were waived and have been recognised as income within exceptional items.

Auditors

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 and signed on its behalf.
 





M A Welden
Director
Date: 20 June 2025

Page 4

 
CGL RESTAURANT HOLDINGS
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CGL RESTAURANT HOLDINGS
 

Opinion


We have audited the financial statements of CGL Restaurant Holdings (the 'Company') for the year ended 30 September 2024, which comprise the Profit and loss account, the Balance sheet, the 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 Company's affairs as at 30 September 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 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 5

 
CGL RESTAURANT HOLDINGS
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CGL RESTAURANT HOLDINGS (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 Strategic report and the Directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the 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 Company and its environment obtained in the course of the audit, we have not identified material misstatements in the 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


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 Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 6

 
CGL RESTAURANT HOLDINGS
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CGL RESTAURANT HOLDINGS (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 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 company, 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 company’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, distributable profits legislation;
compliance with legislation relating to GDPR;
management bias in selecting accounting policies and determining estimates;
inappropriate journal entries; and
the requirement to impair investments 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.

Audit procedures were 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 correspondence;
assessment of matters reported to management and the result of the subsequent investigation;
obtaining an understanding of the relevant controls during the period;
Page 7

 
CGL RESTAURANT HOLDINGS
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF CGL RESTAURANT HOLDINGS (CONTINUED)


challenging key assumptions made by management in their specific accounting policies and estimates, in particular in relation to 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 the investments;
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.


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
W1G 0PW

20 June 2025
Page 8

 
CGL RESTAURANT HOLDINGS
 
 
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
Note
£000
£000

  

Impairment of investment in subsidiaries
  
(1,875)
(2,179)

Administrative expenses
  
(493)
(7,266)

Exceptional administrative credits/ (expenses)
 3 
74,836
(4,614)

Operating profit/(loss)
  
72,468
(14,059)

Interest payable and similar expenses
 6 
-
(7,825)

Profit/(loss) before tax
  
72,468
(21,884)

Profit/(loss) for the financial year
  
72,468
(21,884)

The notes on pages 12 to 23 form part of these financial statements.

Page 9

 
CGL RESTAURANT HOLDINGS
REGISTERED NUMBER: 05867334

BALANCE SHEET
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£000
£000

Fixed assets
  

Investments
 8 
12,631
14,506

  
12,631
14,506

Current assets
  

Debtors
 9 
36,922
27,227

Cash at bank and in hand
 10 
62
-

  
36,984
27,227

Creditors: amounts falling due within one year
 11 
(23,630)
(1,810)

Net current assets
  
 
 
13,354
 
 
25,417

Total assets less current liabilities
  
25,985
39,923

Creditors: amounts falling due after more than one year
 12 
-
(86,406)

  

Net assets/(liabilities)
  
25,985
(46,483)


Capital and reserves
  

Called up share capital 
 13 
22,501
22,501

Profit and loss account
 14 
3,484
(68,984)

  
25,985
(46,483)


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 12 to 23 form part of these financial statements.

Page 10
 

 
CGL RESTAURANT HOLDINGS


 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024



Called up share capital
Profit and loss account
Total equity


£000
£000
£000



At 1 October 2022
22,501
(47,100)
(24,599)



Comprehensive income for the year


Loss for the year
-
(21,884)
(21,884)





At 1 October 2023
22,501
(68,984)
(46,483)



Comprehensive income for the year


Profit for the year
-
72,468
72,468



At 30 September 2024
22,501
3,484
25,985



The notes on pages 12 to 23 form part of these financial statements.

Page 11
 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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 16 Kirby Street, London, EC1N 8TS.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgment in applying the Company's accounting policies.

The following principal accounting policies have been applied:

  
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
 
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7. 
 
This information is included in the consolidated financial statements of Bresand Leisure Limited as at 30 September 2024, being the Company's immediate and ultimate parent undertaking. These financial statements may be obtained from 14th Floor, 33 Cavendish Square, London, W1G 0PW.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 12

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

The company is party to funding arrangements covering various entities within the Bresand Leisure Limited (the "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. 

 
2.5

Turnover

Income represents amount received from investments less impairment charges and the reversal of impairment charges against individual investments.

 
2.6

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.

Page 13

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

Current and deferred taxation

The tax expense for the year 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 operates and generates 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; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.




 
2.8

Exceptional items

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

 
2.9

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.10

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.

 
2.11

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.

 
2.12

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.

Page 14

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.13

Financial instruments

The Company 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 Company's Balance sheet when the Company 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 Company'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 period 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 Company after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans and other loans 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 15

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)


2.13
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 assets

Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Company 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 Company 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 Company's contractual obligations expire or are discharged or cancelled.


3.


Exceptional items

2024
2023
£000
£000


Corporation tax refunds
-
(20)

Legal and professional
357
-

Costs of site closure
106
-

Write back of amounts due to group undertakings (see Note 17)
(85,011)
4,634

Impairment on intercompany loans
9,722
-

Other exceptional items
(10)
-

(74,836)
4,614

Page 16

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4.


Employees and directors




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


        2024
        2023
            No.
            No.







Directors
3
3


5.


Auditors' remuneration

The auditor's remuneration has been met by this entities' parent undertaking, Bresand Leisure Limited, and no recharge has been made to this company.


6.


Interest payable and similar expenses

2024
2023
£000
£000


Other loan interest payable
-
7,825

-
7,825

Page 17

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

7.


Taxation


2024
2023
£000
£000



Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on profit/(loss)
-
-

Factors affecting tax charge for the year

The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 22%). The differences are explained below:

2024
2023
£000
£000


Profit/(loss) on ordinary activities before tax
72,468
(21,884)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 22%)
21,025
(5,471)

Effects of:


Expenses not deductible for tax purposes
(21,025)
5,471

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors affecting future charges.

Page 18

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Fixed asset investments





Investments in subsidiary companies

£000



Cost or valuation


At 1 October 2023
14,506



At 30 September 2024

14,506



Impairment


Charge for the period
1,875



At 30 September 2024

1,875



Net book value



At 30 September 2024
12,631



At 30 September 2023
14,506

The impairment charge for the year ended 30 September 2023 was £2,179k.

Page 19

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Subsidiary undertakings


The following were subsidiary undertakings of the Company at 30 September 2024:

Name

Registered office

Class of shares

Holding

100 Wardour Street Limited
A
Ordinary
100%
Alexander & Bjorck Limited (1, 2)
F
Ordinary
80%
Alcazar (Paris) Limited
A
Ordinary
95%
Alcazar (France) Limited
A
Ordinary
95%
Blueprint Cafe Limited
A
Ordinary
100%
Coq d’Argent Limited
A
Ordinary
100%
D&D Battersea PS Limited
A
Ordinary
100%
D&D Bristol Limited
A
Ordinary
100%
D&D Colmore Row Limited
A
Ordinary
100%
D&D Devonshire Hotel Limited
A
Ordinary
100%
D&D Devonshire Hotel Limited
A
Ordinary
100%
D&D Leeds Limited
A
Ordinary
100%
D&D London Limited
A
Ordinary
100%
D&D Management Limited
A
Ordinary
100%
D&D Manchester Limited
A
Ordinary
100%
D&D Stratford Pavilion Limited
A
Ordinary
100%
Drawbonus Limited (3)
A
Ordinary
100%
Gustavinos Inc
C
Ordinary
100%
Image Restaurants Limited
A
Ordinary
100%
D&D Kuala Lumpur Sdn Bhd.
D
Ordinary
49%
Le Pont de la Tour Limited
A
Ordinary
100%
Mirror Image restaurants Limited
A
Ordinary
100%
Moving Image Restaurants Limited
A
Partnership
100%
Ocean Drive Compagnie SASU
B
Partnerhsip
95%
Old Bengal Warehouse Limited
A
Ordinary
100%
Orrery Restaurant Limited
A
Ordinary
100%
Place Restaurants Limited
A
Ordinary
100%
Plateau Restaurant Limited (4)
E
Ordinary
100%
Quaglinos Restaurant Limited
A
Ordinary
100%
Sartoria Restaurant Limited
A
Ordinary
100%
Skylon Restaurant Limited
A
Ordinary
100%
Skylon Restaurant Limited
A
Ordinary
100%
The Bluebird Store Limited
A
Ordinary
100%
The Butlers Wharf Chop-House Limited
A
Ordinary
100%
The Modern Pantry Limited
A
Ordinary
100%

Page 20

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR 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
Notes to subsidiary undertakings
1 - Disposed of following the year end
2 - Shares held via D&D London Limited
3 - Shares held via 100 Wardour Street Limited
4 - Entity is currently in liquidation


9.


Debtors

2024
2023
£000
£000



Trade debtors
120
-

Amounts owed by group undertakings
36,741
27,227

Other debtors
40
-

Prepayments and accrued income
21
-

36,922
27,227



10.


Cash and cash equivalents

2024
2023
£000
£000

Cash at bank and in hand
62
-

62
-


Page 21

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Creditors: Amounts falling due within one year

2024
2023
£000
£000

Trade creditors
51
-

Amounts owed to group undertakings
21,354
-

Corporation tax
1,671
1,671

Other creditors
36
1

Accruals and deferred income
518
138

23,630
1,810



12.


Creditors: Amounts falling due after more than one year

2024
2023
£000
£000

Amounts owed to group undertakings
-
86,406

-
86,406



13.


Share capital

2024
2023
£000
£000
Allotted, called up and fully paid



2,250,100,000 (2023 - 2,250,100,000) Ordinary Shares shares of £0.01 each
22,501
22,501



14.


Reserves

Profit and loss account

Profit and loss account represents cumulative profits or losses, net dividends paid and other adjustment


15.


Contingent liabilities

The company, together with its fellow subsidiaries, were party to an intercompany guarantee dated 11 October 2016 in favour of Santander UK Plc (as security agent for HSBC Bank Plc and Santander UK Plc) given as security for debt facilities provided to the parent undertaking and its subsidiaries. As at the balance sheet date the net amount due under these facilities was £nil (2023: £42,304,000). This was repaid in the year through a refinance on 17 October 2023. The company, together with its fellow subsidairies, entered into a new facility 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 (2023: £nil).

Page 22

 
CGL RESTAURANT HOLDINGS
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

16.


Post balance sheet events

The company is part of the D&D Group of restaurants. In April 2025 the Group relaunched under a new brand and identity, The Evolv Collection, poised for future growth.


17.


Controlling party

On 17 October 2023 the former ultimate owner, Panther Partners Limited, was placed into administration. As a result, the amounts owed to Panther Partners Limited totalling £85,011k were waived and have been recognised within exceptional costs.
With effect from 17 October 2023 the immediate parent company and the ultimate parent company during the year was Bresand Leisure Limited, a company incorporated in England.
The group for which consolidated financial statements are prepared which include the results of this company is that headed by Bresand Leisure Limited. Copies of the financial statements for Bresand Leisure Limited can be obtained from its registered office at 14th Floor, 33 Cavendish Square, London, W1G 0PW.

Page 23