Company Registration No. SC718037 (Scotland)
THE EXPLORER GROUP LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
THE EXPLORER GROUP LIMITED
COMPANY INFORMATION
Directors
Mrs S M K Geddes
Mr S Geddes-Moody
Mr A Hay
Ms E McBain
Company number
SC718037
Registered office
Tynemount House
Ormiston
Tranent
United Kingdom
EH35 5NN
Auditor
Johnston Carmichael LLP
227 West George Street
Glasgow
G2 2ND
THE EXPLORER GROUP LIMITED
CONTENTS
Page
Strategic report
1 - 4
Directors' report
5 - 6
Directors' responsibilities statement
7
Independent auditor's report
8 - 11
Group statement of comprehensive income
12
Group balance sheet
13 - 14
Company balance sheet
15
Group statement of changes in equity
16
Company statement of changes in equity
17
Group statement of cash flows
18
Notes to the financial statements
19 - 40
THE EXPLORER GROUP LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Fair review of the business
The directors are delighted with the performance of the business in 2024. Turnover grew by £6.3m over the previous year. The main contributors being a full year’s trading for all Starbucks stores,business operated by Burton & Speke Limited (“B&S”), and a full year’s trading in the first M&S store operated by HM Stanley Limited (“HMS”) and almost half a year’s trading in the second store.
The group made profit before tax of £1.0m (2023 - £2.0m) with net assets of £8.3m (2023 - £8.0m) at the balance sheet date. The profit for the current year is driven by coffee sales whilst substantial costs have been incurred in the opening of the second M&S store in Edinburgh as well as a new Regus office opening which opened post year-end, through subsidiary Abel Tasman Limited (“AT”) . Challenges to the margin continue through increased input costs: Labour, coffee, food and utility costs.
In 2025 the business focus will be:
Opening of 7 new Starbucks sites (3 already opened in February and March 2025)
Opening of a Regus serviced office site (opened in February 2025)
To secure a license for an additional quality brand in Scotland
Revenue & Profit increases will be achieved by:
Expanding the Group’s Starbucks estate, increasing transaction numbers and increasing prices to meet the challenge of government-imposed labour cost increases (which will also filter through to us by way of our suppliers)
Consolidating our M&S estate before another expansion in 2026
Expanding into a new brand
While the group’s over-arching strategy is one of expansion, the three operating subsidiaries B&S, HMS and AT will each pursue additional strategies that reflect their individual aims, opportunities and operating environments.
To manage the growth of B&S, HMS and AT over the next few years, the group continues to recruit against a rolling 3 year plan that reflects the management skills, experience and capacity necessary to effectively execute its business plans.
Principal risks and uncertainties
This section lays out the key risks faced by the Group and the mitigation strategies, many of which will be incorporated into the Group’s business strategy. The risks are listed in order of decreasing impact.
Risk that Licensor changes strategic direction and stops franchising.
Medium likelihood in the medium term, increasing over the long term. Very high impact.
Impact: This is one of the two biggest risks to the group’s business as it would lead to a significant loss of recurring revenue and profit. The group would receive several year’s notice of an adverse decision and the Licensor would likely request the group to sell its estate to a larger franchisor or back to the Licensor.
Mitigation: the group can do little to reduce the risk of a Licensor deciding to stop franchising, but the impact is being reduced by the group continuing to diversify its portfolio of franchises.
THE EXPLORER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties (continued)
Risk that Licensor withdraws the Group’s licence to operate
Very low likelihood. Very high impact.
Impact: This is one of two biggest risks to the group’s business as it would lead to a significant loss of recurring revenue and profit. The group would receive several year’s notice of an adverse decision and the Licensor would likely request the group to sell its estate to a larger franchisor or back to the Licensor.
Mitigation: The likelihood of this happening can be reduced by the group meeting key performance indicators detailed in the licence agreement and by exceeding financial and operational goals. The impact is also being reduced by the group continuing to diversify its portfolio of franchises.
Risk of reputational damage to Licensor, or the group, resulting in financial loss
Low, but growing likelihood. Impact could range from low to very high.
For the group itself, the most likely reputational risk is a customer being exposed to an unlabelled allergen resulting in a severe allergic reaction.
Impact: Could range from very little to a major boycott of one of the group’s franchises, resulting in a significant fall in sales over the short term and permanent loss of some customers over the longer term. The insurance pay-out to a customer who suffers an allergic reaction to an unlabelled allergen could be high.
Mitigation: Reduce the financial impact of reputational damage to one of the group’s franchises by continuing to increase and diversify, its portfolio of franchises. Through the power of social media small local issues can suddenly gain national and even international attention. B&S and HMS can monitor for escalating issues and prepare internal communications their staff can use to answer questions from the public. B&S and HMS can reduce the risk of insurance pay-outs for unlabelled allergens by tightening and testing relevant operational procedures.
Risk of another Global Pandemic
Very low likelihood. Very high impact.
Impact: During the Covid pandemic, the UK Government designated Starbucks Drive-Thru’ (only) and M&S Simply Food stores as “Essential”, a designation that allowed both to stay open during the Covid pandemic. When the next pandemic comes it is reasonable to assume the same decision will be made. The group’s strategy of franchise diversification will increase the risk that it will be operating franchises designated “non-essential” when the next pandemic occurs and these locations will be forced to close leading to falls in revenue and profitability.
Mitigation: The group has very good relationships with its suppliers, primarily by paying its debts timely. This paid dividends during the Covid pandemic as the group was able to quickly procure safety items such as perspex screens, masks, etc. and it is reasonable to assume the same will happen next time. For franchises designated “essential”, the group will look to its banks to provide any loans needed to cover additional operational costs. For franchises designated “non-essential”, the group will take the risk of stores being shuttered and still being able to meet all remaining operational costs from reserves.
THE EXPLORER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Principal risks and uncertainties (continued)
Risks arising from Regulatory Changes
Scotland’s new National Planning Framework (4) came into effect in February 2023. The impact was expected to be “high” and has now been recategorized as “medium”.
Impact: While the impact is lower than anticipated as new stores are getting approved, planning permission is taking longer to obtain as permission is often only obtained on appeal and additional costs are being incurred e.g. to employ local lobbyists and PR agents.
Mitigation: Align the group’s build-out strategy with the goals of NPF4 e.g. by focusing on providing car charging centres as the primary reason for building out-of-town retail parks. Partner with companies who already operate in large out-of-town retail parks and could make land available for a group store e.g. Morrisons. Look for new franchises such as Townhouse that can operate from Class 1 premises rather than Class 3 which Starbucks stores require.
Risk that worsening economy will lead to a fall in revenues in 2025
High likelihood. Medium impact.
Impact: The impact of the worsening economic situation is expected to be high. Input costs, especially government imposed hourly labour rate increases, removal of N.I. thresholds and increase in employer contributions will make maintenance of margin difficult without substantial price increases.
Mitigation: Closely monitor prices of competitors and store internal costs and increase prices where appropriate and reduce wastage. Outperform competitors and retain drive-thru customers by focussing on speed of service and accuracy. Outperform competitors and retain in-house customers by focussing on customer connection at the point-of-sale and ensuring customers get the perfect beverage in a clean environment from a friendly barista. Consider a deceleration of recruitment.
Risk that inflation & high energy costs will lead to higher operating costs
Likelihood – already happening. Medium impact.
Impact: Medium. Flow through to prices mean potentially lower transaction counts, lower revenues and lower margins.
Mitigation: Cost increases offset by price increases, revenue growth, high customer retention and investment in green energy.
Risk that stores recruitment remains difficult and inflation drives large earnings rises
Impact: Higher inflation has not resulted in rises in unemployment and so recruitment remains challenging. Staff retention has not changed and remains at historic averages. Earnings in 2024 rose in line with inflation in order to offer competitive packages to attract new staff and retain existing staff.
Mitigation: The group will continue to be an attractive employer and in 2024 raised pay above the National Living Wage in order to remain competitive in attracting new talent and retaining existing staff.
THE EXPLORER GROUP LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
Analysis using key performance indicators
The trading results for the group are set out on page 12. The group’s key financial performance indicators for the year were:
Mr S Geddes-Moody
Director
10 July 2025
THE EXPLORER GROUP LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of The Explorer Group Limited is to act as a holding company. The principal activity of the group is the ownership and management of a number of coffee franchises and as a food retailer.
Results and dividends
The results for the year are set out on page 12.
Ordinary dividends were paid amounting to £600,000 (2023: £385,000). The directors do not recommend payment of a further dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mrs S M K Geddes
Mr S Geddes-Moody
Mr A Hay
Ms E McBain
Qualifying third party indemnity provisions
The company has made qualifying third party indemnity provisions for the benefit of its directors during the year. These provisions remain in force at the reporting date.
Financial instruments
The group does not use derivatives for either financial risk management or for speculative purposes. The group's financial risk management objectives, policies and exposure to financial risks are not considered material for the assessment of the group's assets, liabilities, financial position or result for the year and as such, no further disclosure is considered necessary.
Disabled persons
Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
Employee involvement
The group's policy is to consult and discuss with employees on matters likely to affect employees' interests.
Information about matters of concern to employees is given to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.
Future developments
The group has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the group's strategic report information required by Sch. 7 to the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008 (SI 2008/410) to be contained in the directors' report. It has done so in respect of future developments (to the extent applicable).
Auditor
The auditor, Johnston Carmichael LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.
THE EXPLORER GROUP LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 6 -
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.
Going concern
The directors have carefully considered the impact of the macroeconomic uncertainties on the group’s financial position, liquidity and future performance. As set out in the strategic report, the group has continued to trade strongly throughout this year and the directors believe that it is experiencing good levels of sales growth and profitability. Therefore, the directors believe that the group is well placed to manage its business risks successfully. Accordingly, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
On behalf of the board
Mr S Geddes-Moody
Director
10 July 2025
THE EXPLORER GROUP LIMITED
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 7 -
The directors are responsible for preparing the Annual 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 United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and accounting estimates that are reasonable and prudent;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group and company will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and company and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
THE EXPLORER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF THE EXPLORER GROUP LIMITED
- 8 -
Opinion
We have audited the financial statements of The Explorer Group Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).
In our opinion the financial statements:
give a true and fair view of the state of the group's and of the parent company's affairs as at 31 December 2024 and of the group's 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.
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 Auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or 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.
The other information comprises the information included in the Annual Report and Financial Statements other than the financial statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the Annual Report and Financial Statements. 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.
THE EXPLORER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE EXPLORER GROUP LIMITED
- 9 -
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our 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 group and the parent company and their 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 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 7, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.
Auditor 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 auditor’s 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.
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at: http://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
THE EXPLORER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE EXPLORER GROUP LIMITED
- 10 -
Extent to which the audit was considered capable of detecting irregularities, including fraud (continued)
We assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations by considering their experience, past performance and support available.
All engagement team members were briefed on relevant identified laws and regulations and potential fraud risks at the planning stage of the audit. Engagement team members were reminded to remain alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
We obtained an understanding of the legal and regulatory frameworks that are applicable to the group and the parent company and the sector in which they operate, focusing on those provisions that had a direct effect on the determination of material amounts and disclosures in the financial statements. The most relevant frameworks we identified include:
We gained an understanding of how the group and the parent company are complying with these laws and regulations by making enquiries of management and those charged with governance.
We assessed the susceptibility of the group’s financial statements to material misstatement, including how fraud might occur, by meeting with management and those charged with governance to understand where it was considered there was susceptibility to fraud. This evaluation also considered how management and those charged with governance were remunerated and whether this provided an incentive for fraudulent activity. We considered the overall control environment and how management and those charged with governance oversee the implementation and operation of controls. We identified a heightened fraud risk in relation to:
In addition to the above, the following procedures were performed to provide reasonable assurance that the financial statements were free of material fraud or error:
Reviewing minutes of meetings of those charged with governance for reference to: breaches of laws and regulation or for any indication of any potential litigation and claims; and events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud;
Reviewing the level of and reasoning behind the group’s procurement of legal and professional services;
Performing audit procedures over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing judgements made by management in their calculation of accounting estimates for potential management bias;
Performing sales cut-off testing ensuring transactions were recorded in the appropriate accounting period;
Completion of appropriate checklists and use of our experience to assess the group and parent company's compliance with the Companies Act 2006; and
Agreement of the financial statement disclosures to supporting documentation.
Our audit procedures were designed to respond to the risk of material misstatements in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve intentional concealment, forgery, collusion, omission or misrepresentation. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it.
THE EXPLORER GROUP LIMITED
INDEPENDENT AUDITOR'S REPORT (CONTINUED)
TO THE MEMBERS OF THE EXPLORER GROUP LIMITED
- 11 -
Use of our report
This report is made solely to the parent 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 parent company’s members those matters we are required to state to them in an auditor’s 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 parent company and the parent company’s members as a body, for our audit work, for this report, or for the opinions we have formed.
Christopher Wilkie (Senior Statutory Auditor)
For and on behalf of Johnston Carmichael LLP
10 July 2025
Chartered Accountants
Statutory Auditor
227 West George Street
GLASGOW
G2 2ND
THE EXPLORER GROUP LIMITED
GROUP STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
2024
2023
Notes
£
£
Turnover
3
23,905,673
17,637,516
Cost of sales
(16,010,642)
(10,738,286)
Gross profit
7,895,031
6,899,230
Administrative expenses
(6,584,823)
(4,821,416)
Other operating income
115,169
28,191
Operating profit
4
1,425,377
2,106,005
Share of results of associates and joint ventures
14
33,344
34,387
Interest payable and similar expenses
8
(419,358)
(184,738)
Profit before taxation
1,039,363
1,955,654
Tax on profit
9
(195,669)
(484,683)
Profit for the financial year
25
843,694
1,470,971
Other comprehensive income
Revaluation of tangible fixed assets
1,050,050
Tax relating to other comprehensive income
(299,469)
Total comprehensive income for the year
843,694
2,221,552
Profit for the financial year is attributable to:
- Owners of the parent company
1,051,297
1,527,191
- Non-controlling interests
(207,603)
(56,220)
843,694
1,470,971
Total comprehensive income for the year is attributable to:
- Owners of the parent company
1,051,297
2,097,633
- Non-controlling interests
(207,603)
123,919
843,694
2,221,552
THE EXPLORER GROUP LIMITED
GROUP BALANCE SHEET
AS AT
31 DECEMBER 2024
31 December 2024
- 13 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
822,835
263,262
Tangible assets
12
16,110,260
11,692,147
Investment properties
13
113,100
Investments
14
394,023
360,679
17,440,218
12,316,088
Current assets
Stocks
17
256,544
165,844
Debtors
18
1,274,208
834,246
Cash at bank and in hand
2,331,796
952,079
3,862,548
1,952,169
Creditors: amounts falling due within one year
19
(4,250,347)
(3,442,365)
Net current liabilities
(387,799)
(1,490,196)
Total assets less current liabilities
17,052,419
10,825,892
Creditors: amounts falling due after more than one year
20
(7,634,962)
(1,936,447)
Provisions for liabilities
Deferred tax liability
22
1,157,005
872,711
(1,157,005)
(872,711)
Net assets
8,260,452
8,016,734
Capital and reserves
Called up share capital
24
156
156
Share premium account
25
542,092
542,092
Revaluation reserve
25
960,643
960,643
Merger reserves
25
(542,044)
(542,044)
Profit and loss reserves
25
7,092,676
6,641,403
Equity attributable to owners of the parent company
8,053,523
7,602,250
Non-controlling interests
206,929
414,484
8,260,452
8,016,734
THE EXPLORER GROUP LIMITED
GROUP BALANCE SHEET (CONTINUED)
AS AT
31 DECEMBER 2024
31 December 2024
- 14 -
The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
10 July 2025
Mr S Geddes-Moody
Director
THE EXPLORER GROUP LIMITED
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 15 -
2024
2023
Notes
£
£
£
£
Fixed assets
Tangible assets
12
186,650
50,954
Investments
14
542,408
542,332
729,058
593,286
Current assets
Debtors
18
7,619,035
3,433,998
Cash at bank and in hand
1,137,899
63,065
8,756,934
3,497,063
Creditors: amounts falling due within one year
19
(171,968)
(83,001)
Net current assets
8,584,966
3,414,062
Total assets less current liabilities
9,314,024
4,007,348
Creditors: amounts falling due after more than one year
20
(5,546,183)
-
Provisions for liabilities
Deferred tax liability
22
46,105
12,732
(46,105)
(12,732)
Net assets
3,721,736
3,994,616
Capital and reserves
Called up share capital
24
156
156
Share premium account
25
542,092
542,092
Profit and loss reserves
25
3,179,488
3,452,368
Total equity
3,721,736
3,994,616
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £327,120 (2023 - £1,434,122 profit).
The financial statements were approved by the board of directors and authorised for issue on 10 July 2025 and are signed on its behalf by:
10 July 2025
Mr S Geddes-Moody
Director
Company Registration No. SC718037
THE EXPLORER GROUP LIMITED
GROUP STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 16 -
Share capital
Share premium account
Revaluation reserve
Merger reserves
Profit and loss reserves
Total controlling interest
Non-controlling interest
Total
Notes
£
£
£
£
£
£
£
£
Balance at 1 January 2023
156
542,092
210,062
(542,044)
5,618,551
5,828,817
271,365
6,100,182
Year ended 31 December 2023:
Profit for the year
-
-
-
-
1,527,191
1,527,191
(56,220)
1,470,971
Other comprehensive income:
Revaluation of tangible fixed assets
-
-
1,050,050
-
-
1,050,050
-
1,050,050
Tax relating to other comprehensive income
-
-
(299,469)
-
(299,469)
-
(299,469)
Amounts attributable to non-controlling interests
-
-
-
-
(180,139)
(180,139)
180,139
-
Total comprehensive income for the year
-
-
750,581
-
1,347,052
2,097,633
123,919
2,221,552
Dividends
10
-
-
-
-
(385,000)
(385,000)
-
(385,000)
Issue of shares by subsidiary
-
-
-
-
60,800
60,800
19,200
80,000
Balance at 31 December 2023
156
542,092
960,643
(542,044)
6,641,403
7,602,250
414,484
8,016,734
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
-
-
1,051,297
1,051,297
(207,603)
843,694
Dividends
10
-
-
-
-
(600,000)
(600,000)
-
(600,000)
Issue of shares by subsidiary
-
-
-
-
-
-
24
24
Other movements
-
-
-
-
(24)
(24)
24
-
Balance at 31 December 2024
156
542,092
960,643
(542,044)
7,092,676
8,053,523
206,929
8,260,452
THE EXPLORER GROUP LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 17 -
Share capital
Share premium account
Profit and loss reserves
Total
Notes
£
£
£
£
Balance at 1 January 2023
156
542,092
2,403,246
2,945,494
Year ended 31 December 2023:
Profit and total comprehensive income for the year
-
-
1,434,122
1,434,122
Dividends
10
-
-
(385,000)
(385,000)
Balance at 31 December 2023
156
542,092
3,452,368
3,994,616
Year ended 31 December 2024:
Profit and total comprehensive income for the year
-
-
327,120
327,120
Dividends
10
-
-
(600,000)
(600,000)
Balance at 31 December 2024
156
542,092
3,179,488
3,721,736
THE EXPLORER GROUP LIMITED
GROUP STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 18 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
31
3,122,052
3,671,161
Interest paid
(419,358)
(184,738)
Income taxes paid
(301,931)
(782,069)
Net cash inflow from operating activities
2,400,763
2,704,354
Investing activities
Purchase of business
(650,000)
-
Purchase of intangible assets
(80,000)
(76,000)
Purchase of tangible fixed assets
(5,374,307)
(1,975,359)
Proceeds on disposal of tangible fixed assets
80,406
3,917
Purchase of investment property
(113,100)
-
Net cash used in investing activities
(6,137,001)
(2,047,442)
Financing activities
Proceeds from issue of shares by subsidiary
24
80,000
Repayment of other borrowings
(3,722)
(10,559)
Proceeds of new bank loans
5,971,183
2,024,000
Repayment of bank loans
(246,178)
(1,936,444)
Payment of finance leases obligations
-
(62,018)
Dividends paid to equity shareholders
(600,000)
(385,000)
Net cash generated from/(used in) financing activities
5,121,307
(290,021)
Net increase in cash and cash equivalents
1,385,069
366,891
Cash and cash equivalents at beginning of year
945,390
578,499
Cash and cash equivalents at end of year
2,330,459
945,390
Relating to:
Cash at bank and in hand
2,331,796
952,079
Bank overdrafts included in creditors payable within one year
(1,337)
(6,689)
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
1
Accounting policies
Company information
The Explorer Group Limited (“the company”) is a private limited company domiciled and incorporated in Scotland. The registered office and principal place of business is Tynemount House, Ormiston, Tranent, United Kingdom, EH35 5NN.
The group consists of The Explorer Group Limited and all of its subsidiaries.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, modified to include freehold properties and investment property carried at fair value. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements (where applicable):
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues: Interest income/expense and net gains/losses for financial instruments not measured at fair value; basis of determining fair values; details of collateral, loan defaults or breaches, details of hedges, hedging fair value changes recognised in profit or loss and in other comprehensive income;
Section 26 ‘Share based Payment’: Share-based payment expense charged to profit or loss, reconciliation of opening and closing number and weighted average exercise price of share options, how the fair value of options granted was measured, measurement and carrying amount of liabilities for cash-settled share-based payments, explanation of modifications to arrangements;
Section 33 ‘Related Party Disclosures’: Compensation for key management personnel.
1.2
Business combinations
In the parent company financial statements, the cost of a business combination is the fair value at the acquisition date of the assets given, equity instruments issued and liabilities incurred or assumed, plus costs directly attributable to the business combination. The excess of the cost of a business combination over the fair value of the identifiable assets, liabilities and contingent liabilities acquired is recognised as goodwill. The cost of the combination includes the estimated amount of contingent consideration that is probable and can be measured reliably, and is adjusted for changes in contingent consideration after the acquisition date. Provisional fair values recognised for business combinations in previous periods are adjusted retrospectively for final fair values determined in the 12 months following the acquisition date. Investments in subsidiaries, joint ventures and associates are accounted for at cost less impairment.
Deferred tax is recognised on differences between the value of assets (other than goodwill) and liabilities recognised in a business combination accounted for using the purchase method and the amounts that can be deducted or assessed for tax, considering the manner in which the carrying amount of the asset or liability is expected to be recovered or settled. The deferred tax recognised is adjusted against goodwill or negative goodwill.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 20 -
1.3
Basis of consolidation
The consolidated group financial statements consist of the financial statements of the parent company The Explorer Group Limited together with all entities controlled by the parent company (its subsidiaries) and the group’s share of its interests in joint ventures and associates.
All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
Entities in which the group holds an interest and which are jointly controlled by the group and one or more other venturers under a contractual arrangement are treated as joint ventures. Entities other than subsidiary undertakings or joint ventures, in which the group has a participating interest and over whose operating and financial policies the group exercises a significant influence, are treated as associates.
Investments in joint ventures and associates are carried in the group balance sheet at cost plus post-acquisition changes in the group’s share of the net assets of the entity, less any impairment in value. The carrying values of investments in joint ventures and associates include acquired goodwill.
If the group’s share of losses in a joint venture or associate equals or exceeds its investment in the joint venture or associate, the group does not recognise further losses unless it has incurred obligations to do so or has made payments on behalf of the joint venture or associate.
Unrealised gains arising from transactions with joint ventures and associates are eliminated to the extent of the group’s interest in the entity.
Group reconstructions
On 3 January 2022, the group carried out a restructuring which included the introduction of a new parent holding company, The Explorer Group Limited, which acquired the entire share capital of Burton & Speke Limited and majority interests in each of HM Stanley Limited and Mungo Park Limited by way of share-for-share exchange. Given that the consideration was wholly share-for-share exchange and the rights of each shareholder relative to the others have remained the same, compliance with the Companies Act 2006 and FRS 102 section 19 allows the restructuring to be accounted for as a merger.
1.4
Going concern
The directors have carefully considered the impact of the macroeconomic uncertainties on the group’s financial position, liquidity and future performance. As set out in the strategic report, the group has continued to trade strongly throughout this year and the directors believe that it is experiencing good levels of sales growth and profitability. Therefore, the directors believe that the group is well placed to manage its business risks successfully. Accordingly, they have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing the financial statements.
1.5
Turnover
Turnover relates to the sale of food and drink and is recognised at the point of sale. Turnover is shown net of VAT and other sales related taxes.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 21 -
1.6
Intangible fixed assets - goodwill
Goodwill represents the excess of the cost of acquisition of a business over the fair value of net assets acquired. It is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is considered to have a finite useful life and is amortised on a systematic basis over its expected life, which is 20 years.
For the purposes of impairment testing, goodwill is allocated to the cash-generating units expected to benefit from the acquisition. Cash-generating units to which goodwill has been allocated are tested for impairment at least annually, or more frequently when there is an indication that the unit may be impaired. If the recoverable amount of the cash-generating unit is less than the carrying amount of the unit, the impairment loss is allocated first to reduce the carrying amount of any goodwill allocated to the unit and then to the other assets of the unit pro-rata on the basis of the carrying amount of each asset in the unit.
1.7
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Franchise Fees
10% straight line
1.8
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Freehold land and buildings
See below
Leasehold improvements
15 years straight line
Plant and equipment
20% straight line
Fixtures and fittings
20% straight line
Computers
33.3% straight line
Motor vehicles
25% reducing balance
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 22 -
The group has adopted a policy of not depreciating land and buildings. The directors believe that estimated residual values are not materially different from carrying amounts. Although this accounting policy is in accordance with the applicable accounting standards, it is a departure from the general requirement of the Companies Act 2006 for all tangible assets to be depreciated. In the opinion of the directors, compliance with the standard is necessary for the financial statements to give a true and fair view. Depreciation is only one of many factors reflected in valuation and the amount of this which might otherwise have been charged cannot be separately identified or quantified.
Given the above, land and buildings are therefore re-valued regularly and are carried at a revalued amount, being their fair value based on the valuation performed by the directors who have used their recent experience in the location and category of property valued. Revaluation gains and losses are recognised in other comprehensive income and accumulated in equity, except to the extent that a revaluation gain reverses a revaluation loss previously recognised in the statement of comprehensive income or a revaluation loss exceeds the accumulated revaluation gains recognised in equity; such gains and losses are recognised in the statement of comprehensive income.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the statement of comprehensive income.
1.9
Investment properties
Investment property, which is property held to earn rentals and/or for capital appreciation, is initially recognised at cost, which includes the purchase cost and any directly attributable expenditure. Subsequently it is measured at fair value at the reporting end date. Changes in fair value are recognised in the statement of comprehensive income.
1.10
Fixed asset investments
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The group considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
In the group financial statements, investments in associates are initially recognised at the transaction price (including transaction costs) and are subsequently adjusted to reflect the group’s share of the profit or loss, other comprehensive income and equity of the associate using the equity method. Any difference between the cost of acquisition and the share of the fair value of the net identifiable assets of the associate on acquisition is recognised as goodwill. Any unamortised balance of goodwill is included in the carrying value of the investment in associates.
Losses in excess of the carrying amount of an investment in an associate are recorded as a provision only when the company has incurred legal or constructive obligations or has made payments on behalf of the associate.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 23 -
1.11
Impairment of fixed assets
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.
The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in the statement of comprehensive income, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.
1.12
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell.
At each reporting date, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in the statement of comprehensive income. Reversals of impairment losses are also recognised in the statement of comprehensive income
1.13
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.14
Financial instruments
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ 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 and 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.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 24 -
Basic financial assets
Basic financial assets, which include certain debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method 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. Financial assets classified as receivable within one year are not amortised.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in the statement of comprehensive income.
If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in the statement of comprehensive income.
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of 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 deducting all of its liabilities.
Basic financial liabilities
Basic financial liabilities, including certain creditors and bank loans are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Derecognition of financial liabilities
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
1.15
Equity instruments
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 25 -
1.16
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the statement of comprehensive income because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the statement of comprehensive income, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.17
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.18
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.19
Leases
Rentals payable under operating leases, including any lease incentives received, are charged to the statement of comprehensive income on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognised on a straight line basis over the lease term.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
2
Judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount 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 where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key sources of estimation uncertainty
The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.
Valuation of freehold and investment properties
As described in notes 12 and 13 to the financial statements, freehold land and buildings and investment property are stated at fair value based on the valuations performed by the directors who have used their experience and by reference to recently completed external valuations performed by independent Chartered Surveyors and other market data where appropriate.
The carrying value at the reporting date of the group's freehold land and buildings and investment property is outlined at the note references above.
3
Turnover and other revenue
2024
2023
£
£
Turnover analysed by class of business
Coffee franchise
18,137,332
17,366,794
Food retail
5,768,341
270,722
23,905,673
17,637,516
2024
2023
£
£
Turnover analysed by geographical market
United Kingdom
23,905,673
17,637,516
2024
2023
£
£
Other significant revenue
Rental income arising from investment properties
20,562
-
Sundry income
34,063
28,191
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 27 -
4
Operating profit
2024
2023
£
£
Operating profit for the year is stated after charging/(crediting):
Depreciation of owned tangible fixed assets
974,338
638,886
Depreciation of tangible fixed assets held under finance leases
-
24,753
(Profit)/loss on disposal of tangible fixed assets
(416)
43,353
Amortisation of intangible assets
72,293
41,750
Operating lease charges
1,120,456
903,785
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the group and company
49,000
34,850
6
Employees
The average monthly number of persons (including directors) employed by the group and company during the year was:
Group
Company
2024
2023
2024
2023
Number
Number
Number
Number
285
242
7
5
Their aggregate remuneration comprised:
Group
Company
2024
2023
2024
2023
£
£
£
£
Wages and salaries
5,235,035
4,232,047
494,310
356,988
Social security costs
360,524
262,232
57,039
40,394
Pension costs
188,826
47,935
125,341
2,859
5,784,385
4,542,214
676,690
400,241
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 28 -
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
306,902
327,188
Company pension contributions to defined contribution schemes
123,243
2,142
430,145
329,330
Remuneration disclosed above includes the following amounts paid to the highest paid director:
2024
2023
£
£
Remuneration for qualifying services
108,692
74,347
Company pension contributions to defined contribution schemes
60,000
-
The number of directors for whom retirement benefits are accruing under defined contribution schemes amounted to 4 (2023 - 4)
8
Interest payable and similar expenses
2024
2023
£
£
Interest on bank overdrafts and loans
419,358
176,717
Interest on finance leases and hire purchase contracts
-
8,021
Total finance costs
419,358
184,738
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
122,714
489,210
Adjustments in respect of prior periods
(211,339)
Total current tax
(88,625)
489,210
Deferred tax
Origination and reversal of timing differences
155,676
(4,527)
Adjustment in respect of prior periods
128,618
Total deferred tax
284,294
(4,527)
Total tax charge
195,669
484,683
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 29 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
1,039,363
1,955,654
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 23.52%)
259,841
459,970
Tax effect of expenses that are not deductible in determining taxable profit
18,076
30,829
Tax effect of income not taxable in determining taxable profit
(8,336)
(8,102)
Adjustments in respect of prior years
(211,339)
Effect of change in corporation tax rate
-
717
Other permanent differences
(7,168)
Deferred tax adjustments in respect of prior years
128,618
Remeasurement of deferred tax for changes in tax rates
(993)
Movement in deferred tax not recognised
5,388
122
Fixed asset differences
10,589
2,140
Taxation charge
195,669
484,683
In addition to the amount charged to the statement of comprehensive income, the following amounts relating to tax have been recognised directly in other comprehensive income:
2024
2023
£
£
Deferred tax arising on:
Revaluation of property
-
299,469
A change in the UK Corporation tax rate to 25% took effect from 1 April 2023. This change had a consequential effect on the group's tax charge in the prior period with the standard rate of tax in that year reflective of a marginal tax rate arising from the group's period straddling the 19% and 25% tax rates. Deferred tax has been calculated at 25%.
10
Dividends
2024
2023
Recognised as distributions to equity holders:
£
£
Interim paid
600,000
385,000
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 30 -
11
Intangible fixed assets
Group
Goodwill
Franchise Fees
Total
£
£
£
Cost
At 1 January 2024
427,000
427,000
Additions
551,866
80,000
631,866
At 31 December 2024
551,866
507,000
1,058,866
Amortisation and impairment
At 1 January 2024
163,738
163,738
Amortisation charged for the year
27,593
44,700
72,293
At 31 December 2024
27,593
208,438
236,031
Carrying amount
At 31 December 2024
524,273
298,562
822,835
At 31 December 2023
263,262
263,262
The company had no intangible fixed assets at 31 December 2024 or 31 December 2023.
Goodwill outlined above is in relation to the acquisition of a Starbucks Store during the current year. Further details are outlined at note 26.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 31 -
12
Tangible fixed assets
Group
Freehold land and buildings
Leasehold improvements
Plant and equipment
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
£
£
Cost or valuation
At 1 January 2024
6,454,556
5,301,162
1,554,778
242,616
565,112
295,975
14,414,199
Additions
2,274,462
2,099,096
321,182
252,509
373,273
151,919
5,472,441
Disposals
(8,648)
(62,429)
(3,234)
(9,337)
(6,095)
(66,405)
(156,148)
At 31 December 2024
8,720,370
7,337,829
1,872,726
485,788
932,290
381,489
19,730,492
Depreciation and impairment
At 1 January 2024
1,264,323
941,370
4,213
409,620
102,526
2,722,052
Depreciation charged in the year
442,969
241,180
72,303
155,426
62,460
974,338
Eliminated in respect of disposals
(20,854)
(423)
(6,095)
(48,786)
(76,158)
At 31 December 2024
1,686,438
1,182,550
76,093
558,951
116,200
3,620,232
Carrying amount
At 31 December 2024
8,720,370
5,651,391
690,176
409,695
373,339
265,289
16,110,260
At 31 December 2023
6,454,556
4,036,839
613,408
238,403
155,492
193,449
11,692,147
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 32 -
Company
Leasehold improvements
Fixtures and fittings
Computers
Motor vehicles
Total
£
£
£
£
£
Cost or valuation
At 1 January 2024
3,630
27,560
27,572
58,762
Additions
2,100
2,851
21,022
151,919
177,892
At 31 December 2024
2,100
6,481
48,582
179,491
236,654
Depreciation and impairment
At 1 January 2024
230
2,408
5,170
7,808
Depreciation charged in the year
210
1,191
16,063
24,732
42,196
At 31 December 2024
210
1,421
18,471
29,902
50,004
Carrying amount
At 31 December 2024
1,890
5,060
30,111
149,589
186,650
At 31 December 2023
3,400
25,152
22,402
50,954
The group's land and buildings are carried at valuation with the valuation performed by the directors who have used their recent experience and by reference to recently completed external valuations performed by independent Chartered Surveyors and other market data. The directors are satisfied that the above carrying value approximates the fair value at the reporting date.
If revalued land and buildings were measured using the cost model, the carrying amounts would be as follows:
2024
2023
£
£
Group
Cost
7,460,258
5,194,444
13
Investment property
Group
Company
2024
2024
£
£
Fair value
At 1 January 2024 and 31 December 2024
-
-
Additions through external acquisition
113,100
-
At 31 December 2024
113,100
-
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
13
Investment property
(Continued)
- 33 -
Investment property comprises land and buildings held by the group for rental purposes. The investment property above represents the separable element of one of the group's mixed use properties which has been accounted for as investment property in accordance with FRS 102, Section 16.4.
The fair value of the investment property has been arrived at on the basis of a valuation carried out by the directors with consideration given to the element of the property attributed to third party tenants as well as the property acquisition date relative to the reporting date.
There is no difference between the fair value of the group's investment property and the value on a historic cost basis at the reporting date.
14
Fixed asset investments
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Investments in subsidiaries
15
542,408
542,332
Investments in associates
16
394,023
360,679
394,023
360,679
542,408
542,332
Movements in fixed asset investments
Group
Shares in associates
£
Cost or valuation
At 1 January 2024
360,679
Share of profits
33,344
At 31 December 2024
394,023
Carrying amount
At 31 December 2024
394,023
At 31 December 2023
360,679
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
14
Fixed asset investments
(Continued)
- 34 -
Movements in fixed asset investments
Company
Shares in subsidiaries
£
Cost or valuation
At 1 January 2024
542,332
Additions
76
At 31 December 2024
542,408
Carrying amount
At 31 December 2024
542,408
At 31 December 2023
542,332
15
Subsidiaries
Details of the company's subsidiaries at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Burton & Speke Limited
Tynemount House, Ormiston, Tranent, EH35 5NN
Coffee Franchise
Ordinary
100.00
HM Stanley Limited
As above
Food Retail
Ordinary
75.00
Mungo Park Limited
As above
Property Company
Ordinary
76.00
Abel Tasman Limited
As above
Workplace solutions
Ordinary A
76.00
Lewis & Clark Ltd
As above
Dormant
Ordinary A
76.00
Abel Tasman Limited (SC774022) and Mungo Park Limited (SC343338) have taken the exemption from the requirement to have their individual financial statements audited. This exemption is available under section 479A of the Companies Act 2006.
16
Associates
Details of associates at 31 December 2024 are as follows:
Name of undertaking
Registered office
Nature of business
Class of
% Held
shares held
Direct
Indirect
Goam Holdings Ltd
Pavilion 3 12 Marchburn Drive, Paisley, Renfrewshire, Scotland, PA3 2SJ
Business support
Ordinary
0
50
Goam Property Ltd
Pavilion 3 12 Marchburn Drive, Paisley, Renfrewshire, Scotland, PA3 2SJ
Property letting
Ordinary
0
50
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 35 -
17
Stocks
Group
Company
2024
2023
2024
2023
£
£
£
£
Finished goods and goods for resale
256,544
165,844
18
Debtors
Group
Company
2024
2023
2024
2023
Amounts falling due within one year:
£
£
£
£
Trade debtors
3,122
44,385
43,916
Corporation tax recoverable
286,887
Amounts owed by group undertakings
-
-
7,531,003
3,381,500
Other debtors
665,691
609,194
2
Prepayments and accrued income
318,508
180,667
88,032
8,580
1,274,208
834,246
7,619,035
3,433,998
19
Creditors: amounts falling due within one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
259,039
241,623
1,181
6,645
Trade creditors
1,416,089
1,286,867
8,590
4,408
Amounts owed to group undertakings
152
76
Corporation tax payable
103,669
Other taxation and social security
520,416
465,108
39,630
24,433
Other creditors
792,060
549,614
387
10
Accruals and deferred income
1,262,743
795,484
122,028
47,429
4,250,347
3,442,365
171,968
83,001
20
Creditors: amounts falling due after more than one year
Group
Company
2024
2023
2024
2023
Notes
£
£
£
£
Bank loans and overdrafts
21
7,634,962
1,932,725
5,546,183
Other borrowings
21
3,722
7,634,962
1,936,447
5,546,183
-
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
20
Creditors: amounts falling due after more than one year
(Continued)
- 36 -
Amounts included above which fall due after five years are as follows:
Payable by instalments
1,382,760
1,236,888
-
-
21
Loans and overdrafts
Group
Company
2024
2023
2024
2023
£
£
£
£
Bank loans
7,892,664
2,167,659
5,546,183
Bank overdrafts
1,337
6,689
1,181
6,645
Other loans
3,722
7,894,001
2,178,070
5,547,364
6,645
Payable within one year
259,039
241,623
1,181
6,645
Payable after one year
7,634,962
1,936,447
5,546,183
The bank loans and overdrafts are secured by fixed and floating charges over the group's assets.
Bank loans totalling £2,201,623 (2023: £1,911,556) are repayable at a rate of 3% per annum over the Bank of England Base rate over a remaining term of 13 years.
22
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
Liabilities
Liabilities
2024
2023
Group
£
£
Accelerated capital allowances
811,661
589,963
Tax losses
-
(29,932)
Revaluations
351,984
351,985
Short-term timing differences
(6,640)
(39,305)
1,157,005
872,711
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
22
Deferred taxation
(Continued)
- 37 -
Liabilities
Liabilities
2024
2023
Company
£
£
Accelerated capital allowances
46,190
12,739
Tax losses
-
(7)
Short-term timing differences
(85)
-
46,105
12,732
Group
Company
2024
2024
Movements in the year:
£
£
Liability at 1 January 2024
872,711
12,732
Charge to profit or loss
284,294
33,373
Liability at 31 December 2024
1,157,005
46,105
23
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
188,826
47,935
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
24
Share capital
Group and company
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary shares of £1 each
156
156
156
156
25
Reserves
Share premium
Share premium account represents proceeds received on issuance of shares in excess of nominal value.
Revaluation reserve
Revaluation reserve represents the cumulative balance of unrealised gains on revalued properties less deferred tax thereon.
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
25
Reserves
(Continued)
- 38 -
Merger reserve
The merger reserve reflects the fair value premium recognised for the purchase of equity investments through a share-for-share swap.
Profit and loss reserves
Profit and loss reserves represent accumulated comprehensive income or expenditure for the year and prior periods less dividends paid.
26
Acquisition of a business
On 14 August 2024 the group acquired the business of the Starbucks Store at Unit 23 Livingston Designer Outlet. The acquisition supports part of the group's growth strategy and compliments the group's existing portfolio of Starbucks Stores.
Book Value
Adjustments
Fair Value
Net assets acquired
£
£
£
Property, plant and equipment
98,134
-
98,134
Goodwill
551,866
Total consideration
650,000
The consideration was satisfied by:
£
Cash
650,000
Contribution by the acquired business for the reporting period included in the group statement of comprehensive income since acquisition:
£
Turnover
336,219
Profit after tax
7,887
The business acquisition has been accounted for under the acquisition accounting method. Goodwill recognised on the acquisition represents the value attributed to the anticipated future economic benefits. Goodwill is being amortised over a period of 20 years following an assessment made by the directors over the period which the economic benefits are expected to be derived.
27
Financial commitments, guarantees and contingent liabilities
The company is party to a cross guarantee between itself, its parent company The Explorer Group Limited and its fellow subsidiaries. This is a guarantee with the company's banker providing a floating charge over the company's assets. The potential liability to the company under this guarantee at 31 December 2024 was £2,346,481 (2023 - £nil).
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 39 -
28
Operating lease commitments
Lessee
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Group
Company
2024
2023
2024
2023
£
£
£
£
Within one year
1,252,610
901,368
-
-
Between two and five years
5,116,752
4,527,946
-
-
In over five years
9,788,573
9,168,293
-
-
16,157,935
14,597,607
-
-
29
Related party transactions
Transactions with related parties
The company has taken advantage of the exemption available under paragraph 33.1A of Financial Reporting Standard 102 not to disclose transactions with any wholly owned subsidiary undertaking within the group.
During the year the group and company entered into the following disclosable transactions with related parties:
Management charges receivable
Property rental and other charges
2024
2023
2024
2023
£
£
£
£
Group
Other related parties
-
-
95,000
95,000
Company
Entities over which the entity has control, joint control or significant influence
29,000
-
150,000
16,000
The following amounts were outstanding at the reporting end date:
Amounts due from related parties
2024
2023
Balance
Balance
£
£
Group
Other related parties
20,000
20,000
Company
Entities over which the company has control, joint control or significant influence
7,460,410
3,383,416
THE EXPLORER GROUP LIMITED
NOTES TO THE GROUP FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
29
Related party transactions
(Continued)
- 40 -
Net advances made in the year by the company towards these balances were £4,076,994 (2023 - £1,258,500).
30
Directors' transactions
Dividends totalling £600,000 (2023 - £385,000) were paid in the year in respect of shares held by the company's directors.
31
Cash generated from group operations
2024
2023
£
£
Profit for the year after tax
843,694
1,470,971
Adjustments for:
Share of results of associates and joint ventures
(33,344)
(34,387)
Taxation charged
195,669
484,683
Finance costs
419,358
184,738
(Gain)/loss on disposal of tangible fixed assets
(416)
43,353
Amortisation and impairment of intangible assets
72,293
41,750
Depreciation and impairment of tangible fixed assets
974,338
663,639
Movements in working capital:
Increase in stocks
(90,700)
(58,312)
(Increase)/decrease in debtors
(153,075)
165,829
Increase in creditors
894,235
708,897
Cash generated from operations
3,122,052
3,671,161
32
Analysis of changes in net debt - group
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
952,079
1,379,717
2,331,796
Bank overdrafts
(6,689)
5,352
(1,337)
945,390
1,385,069
2,330,459
Borrowings excluding overdrafts
(2,171,381)
(5,721,283)
(7,892,664)
(1,225,991)
(4,336,214)
(5,562,205)
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