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Registered number: 08331865












BURGER & LOBSTER (US) LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

 

BURGER & LOBSTER (US) LIMITED

CONTENTS



Page
Company information
 
1
Group strategic report
 
2 - 3
Directors' report
 
4
Directors' responsibilities statement
 
5
Independent auditor's report
 
6 - 9
Consolidated profit and loss account
 
10
Consolidated statement of comprehensive income
 
11
Consolidated balance sheet
 
12
Company balance sheet
 
13
Consolidated statement of changes in equity
 
14
Company statement of changes in equity
 
15
Consolidated statement of cash flows
 
16
Notes to the financial statements
 
17 - 31


 

BURGER & LOBSTER (US) LIMITED
 
COMPANY INFORMATION


Directors
M Zelman 
R Zelman 




Registered number
08331865



Registered office
37-41 Bedford Row

London

WC1R 4JH




Independent auditor
Blick Rothenberg Audit LLP
Chartered Accountants & Statutory Auditor

16 Great Queen Street

Covent Garden

London

WC2B 5AH




Page 1

 

BURGER & LOBSTER (US) LIMITED
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 29 DECEMBER 2024

Introduction
 
The directors present their strategic report and the financial statements for Burger & Lobster (US) Limited for the period ended 29 December 2024.
The principal activity of the company continued to be that of a holding company for the Burger & Lobster trading entities based in New York, USA.

Future developments 
The business remains focused on driving performance in our existing restaurant in New York and, with the closure of one restaurant on 31 March 2024, the priority is to elevate the experience of the customers whilst driving profitability up.

Business review
 
Sales have decreased to £5.9m (2023: £9.1m) as we closed one restaurant on 31 March 2024. Gross profit margin in 2024 at 32.6% has remained in line with expectation. EBITDA is positive at £78k and the operating loss is largely due to the closing cost of one restaurant.

       
Period ended Period ended
      29 Dec 2024 31 Dec 2023
      £ £
Turnover     5,856,110 9,147,827
EBITDA*     77,787 55,849
Operating (loss)/profit    (2,575,419) (709,849)
*EBITDA is calculated as profit before interest, tax, depreciation, amortisation, licence fees and foreign
exchange differences on long term intra-group borrowings.

Principal risks and uncertainties
 
The group continues to be exposed to a number of risks in its operations, including price risk, liquidity risk and exchange rate risk. The director continually identifies, evaluates and manages material risks and uncertainties faced by the group, which could adversely affect the group's business, operating results and financial conditions.
The director considers the principal risks and uncertainties facing the business to comprise the following:
- Increase in prices of key raw ingredients;
- Increased competition in the markets in which the company operates;
- Adverse economic conditions in the US retail / leisure markets; and
- Attracting and retaining staff.
We believe that our strong relationships with key suppliers of raw ingredients can mitigate the risk of increase in prices. Efforts to attract and retain our staff is led by our senior management and include various schemes both to aid recruitment and retention, and also place a great emphasis on the welfare and development of all of our staff.



Page 2

 

BURGER & LOBSTER (US) LIMITED

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 29 DECEMBER 2024

Our stakeholders

The directors consider that the following groups are the group’s key stakeholders:
- Employees
- Customers
- Shareholders
- Suppliers
The directors seek to understand the respective interest of such stakeholder groups so that they can be properly considered in their decisions.
Employees
The company places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the group. Employees are consulted regularly on a wide range of matters affecting their current and future interests.
Customers
Our customers are key to continued existence of our business. The directors regularly review the quality of food and service and customer experience management platform scores, the monitoring systems used by the business and the training provided to our teams to ensure the business is delivering the best food and service possible to our customers.
Shareholders
The group’s shareholders rely on the directors to manage their investment in a responsible and sustainable way to generate value. The directors are in regular contact with the shareholders to keep them informed on all company’s operations and development.
Suppliers
The company regularly engages with its suppliers to maintain these important relationships as we rely on them to provide us with high quality products in order to maintain our reputation as a high-quality smart casual restaurant group. 
The directors confirm that throughout the year they have acted in the way that they consider, in good faith, to be most likely to promote the success of the group for the benefit of its members as a whole.

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



M Zelman
Director

Date: 31 July 2025

Page 3

 

BURGER & LOBSTER (US) LIMITED

DIRECTORS' REPORT
FOR THE PERIOD ENDED 29 DECEMBER 2024

The directors present their report and the financial statements for the period ended 29 December 2024.

Results and dividends

The loss for the period, after taxation, amounted to £2,695,892 (2023 - loss £821,880).

The directors do not recommend a dividend (2023: £nil).

Director

The director who served during the period was:

G Bukhov (resigned 20 February 2025)
Subsequent to the period end, on 20 February 2025, G Bukhov resigned as director and M Zelman and R Zelman were appointed.

Matters covered in the group strategic report

As permitted by s414c (11) of the Companies Act 2006, the directors have elected to disclose information, required to be in the directors' report by Schedule 7 of the 'Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008', in the strategic report.

Disclosure of information to auditor

Each of the persons who are directors at the time when this directors' report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the company and the group's auditor is unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the company and the group's auditor is aware of that information.

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





M Zelman
Director

Date: 31 July 2025

Page 4

 

BURGER & LOBSTER (US) LIMITED
 
DIRECTORS' RESPONSIBILITIES STATEMENT
FOR THE PERIOD ENDED 29 DECEMBER 2024

The directors are responsible for preparing the group strategic report, the director's report and the consolidated financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period.

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

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

make 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 will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Page 5

 

BURGER & LOBSTER (US) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BURGER & LOBSTER (US) LIMITED
 FOR THE PERIOD ENDED 29 DECEMBER 2024

Opinion


We have audited the financial statements of Burger & Lobster (US) Limited (the 'parent company') and its subsidiaries (collectively the 'Group') for the period ended 29 December 2024, which comprise the consolidated profit and loss account, the consolidated statement of comprehensive income, the consolidated and company balance sheets, the consolidated and company statement of changes in equity, the consolidated statement of cash flows and the related notes, including significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the group's and of the parent company's affairs as at 29 December 2024 and of the group's loss for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.


Page 6

 

BURGER & LOBSTER (US) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BURGER & LOBSTER (US) LIMITED (CONTINUED)
FOR THE PERIOD ENDED 29 DECEMBER 2024

Other information


The other information comprises the information included in the annual report other than the financial statements and our auditor's report thereon. The directors are responsible for the other information contained within the annual reportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

In our opinion, based on the work undertaken in the course of the audit:


the information given in the group strategic report and the directors' report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the group strategic report and the directors' report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the group strategic report or the directors' report.


We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion:


adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
 
Responsibilities of directors
 

As explained more fully in the directors' responsibilities statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.


Page 7

 

BURGER & LOBSTER (US) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BURGER & LOBSTER (US) LIMITED (CONTINUED)
FOR THE PERIOD ENDED 29 DECEMBER 2024

Auditor's 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 Group financial statements.


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;
we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge of the hospitality sector;
we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental and health and safety legislation;
we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and
identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.
 
We assessed the susceptibility of the company’s financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and
considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.
 
To address the risk of fraud through management bias and override of controls, we:

performed analytical procedures to identify any unusual or unexpected relationships;
tested a sample of journal entries to identify unusual transactions;
assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and
investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures
which included, but were not limited to:

agreeing financial statement disclosures to underlying supporting documentation;
enquiring of management as to actual and potential litigation and claims; and
reviewing correspondence with HMRC and other regulatory bodies.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any
Page 8

 

BURGER & LOBSTER (US) LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF BURGER & LOBSTER (US) LIMITED (CONTINUED)
FOR THE PERIOD ENDED 29 DECEMBER 2024


Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.


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 auditor's 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 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 company and the company's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Darsh Shah (senior statutory auditor)
 
for and on behalf of
Blick Rothenberg Audit LLP
 
Chartered Accountants
Statutory Auditor
 
16 Great Queen Street
Covent Garden
London
WC2B 5AH

 
Date: 
31 July 2025
Page 9

 

BURGER & LOBSTER (US) LIMITED
 
CONSOLIDATED PROFIT AND LOSS ACCOUNT
FOR THE PERIOD ENDED 29 DECEMBER 2024

2024
2023
Note
£
£

  

Turnover
 4 
5,856,110
9,147,827

Cost of sales
  
(3,946,415)
(5,891,410)

Gross profit
  
1,909,695
3,256,417

Administrative expenses
  
(4,512,600)
(3,966,269)

Other operating income
 5 
27,486
-

Operating loss
 6 
(2,575,419)
(709,852)

Interest receivable and similar income
 9 
10,481
15,270

Interest payable and similar expenses
 10 
(126,319)
(119,636)

Loss before taxation
  
(2,691,257)
(814,218)

Tax on loss
 11 
(4,635)
(7,662)

Loss for the financial period
  
(2,695,892)
(821,880)

Loss for the period attributable to:
  

Owners of the parent
  
(2,695,892)
(821,880)

The notes on pages 17 to 31 form part of these financial statements.

Page 10

 

BURGER & LOBSTER (US) LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 29 DECEMBER 2024

2024
2023
£
£


Loss for the financial period

(2,695,892)
(821,880)

Other comprehensive income


Currency translation differences
(19,545)
(60,916)

Other comprehensive income for the period
(19,545)
(60,916)

Total comprehensive income for the period
(2,715,437)
(882,796)

Loss for the year attributable to:


Owners of the parent company
(2,695,892)
(821,880)

Total comprehensive income attributable to:


Owners of the parent company
(2,715,437)
(882,796)

Page 11


 
REGISTERED NUMBER:08331865
BURGER & LOBSTER (US) LIMITED

CONSOLIDATED BALANCE SHEET
AS AT 29 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
2,019,412
3,766,338

Current assets
  

Stocks
 14 
132,925
135,604

Debtors: amounts falling due after more than one year
 15 
151,909
400,892

Debtors: amounts falling due within one year
 15 
152,661
140,515

Cash at bank and in hand
  
77,473
1,057,256

  
514,968
1,734,267

Creditors: amounts falling due within one year
 16 
(1,475,414)
(1,689,958)

Net current (liabilities)/assets
  
 
 
(960,446)
 
 
44,309

Total assets less current liabilities
  
1,058,966
3,810,647

Creditors: amounts falling due after more than one year
 17 
(2,975,854)
(3,012,098)

Net (liabilities)/assets
  
(1,916,888)
798,549


Capital and reserves
  

Called up share capital 
 19 
6,800,298
6,800,298

Profit and loss account
 20 
(8,717,186)
(6,001,749)

(Deficit)/equity attributable to owners of the parent company
  
(1,916,888)
798,549


The financial statements were approved and authorised for issue by the board and were signed on its behalf by:




M Zelman
Director

Date: 31 July 2025

The notes on pages 17 to 31 form part of these financial statements.

Page 12


 
REGISTERED NUMBER:08331865
BURGER & LOBSTER (US) LIMITED

COMPANY BALANCE SHEET
AS AT 29 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
4,850,480
9,429,019

  
4,850,480
9,429,019

Current assets
  

Cash at bank and in hand
  
-
12,678

  
-
12,678

Creditors: amounts falling due within one year
 16 
(161,543)
(173,437)

Net current liabilities
  
 
 
(161,543)
 
 
(160,759)

Total assets less current liabilities
  
4,688,937
9,268,260

  

Creditors: amounts falling due after more than one year
 17 
(2,465,006)
(2,316,228)

  

Net assets
  
2,223,931
6,952,032


Capital and reserves
  

Called up share capital 
 19 
6,800,298
6,800,298

Profit and loss account
 20 
(4,576,367)
151,734

Total equity
  
2,223,931
6,952,032


The financial statements were approved and authorised for issue by the board and were signed on its behalf by: 


M Zelman
Director

Date: 31 July 2025

The notes on pages 17 to 31 form part of these financial statements.

Page 13

 

BURGER & LOBSTER (US) LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 29 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 2 January 2023
6,800,298
(5,118,953)
1,681,345


Comprehensive income for the period

Loss for the period
-
(821,880)
(821,880)

Currency translation differences
-
(60,916)
(60,916)
Total comprehensive income for the period
-
(882,796)
(882,796)



At 1 January 2024
6,800,298
(6,001,749)
798,549


Comprehensive income for the period

Loss for the period
-
(2,695,892)
(2,695,892)

Currency translation differences
-
(19,545)
(19,545)
Total comprehensive income for the period
-
(2,715,437)
(2,715,437)


At 29 December 2024
6,800,298
(8,717,186)
(1,916,888)


Page 14

 

BURGER & LOBSTER (US) LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 29 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 2 January 2023
6,800,298
648,589
7,448,887


Comprehensive income for the period

Loss for the period
-
(123,902)
(123,902)

Currency translation differences
-
(372,953)
(372,953)
Total comprehensive income for the period
-
(496,855)
(496,855)



At 1 January 2024
6,800,298
151,734
6,952,032


Comprehensive income for the period

Loss for the period
-
(4,846,322)
(4,846,322)

Currency translation differences
-
118,221
118,221
Total comprehensive income for the period
-
(4,728,101)
(4,728,101)


At 29 December 2024
6,800,298
(4,576,367)
2,223,931


Page 15

 

BURGER & LOBSTER (US) LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 29 DECEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Loss for the financial period
(2,695,892)
(821,880)

Adjustments for:

Depreciation of tangible assets
386,525
616,051

Loss on disposal of tangible assets
1,862,706
-

Interest paid
126,319
119,636

Interest received
(10,481)
(15,270)

Taxation charge
4,635
7,662

Decrease in stocks
2,679
16,571

Decrease in debtors
236,837
116,249

(Decrease) in creditors
(361,639)
(312,500)

Corporation tax (paid)
(4,635)
(7,662)

Net cash generated from operating activities

(452,946)
(281,143)


Cash flows from investing activities

Purchase of tangible fixed assets
(475,629)
(377,141)

Interest received
10,481
15,270

Net cash from investing activities

(465,148)
(361,871)

Cash flows from financing activities

Repayment of other loans
(6,865)
(2,525)

Interest paid
(8,603)
(4,531)

Net cash used in financing activities
(15,468)
(7,056)

Net (decrease) in cash and cash equivalents
(933,562)
(650,070)

Cash and cash equivalents at beginning of period
1,057,256
1,563,948

Foreign exchange gains and losses
(46,221)
143,378

Cash and cash equivalents at the end of period
77,473
1,057,256


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
77,473
1,057,256


Page 16

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

1.


General information

Burger & Lobster (US) Limited holds investments in US companies which operate restaurants, selling mainly lobsters, burgers and beverages in the USA. 
The company is a private company limited by shares and incorporated in England and Wales. The address of its registered office is 37 - 41 Bedford Row, London, WC1R 4JH. Its principal place of business is 3rd Floor, Moray House, 23-31 Great Titchfield Street, London, W1W 7PA.
The financial statements have been prepared on a 52-week basis. The current financial year comprises the 52-week period from 1 January 2024 to 29 December 2024. The comparative period comprises the 52-week period from 2 January 2023 to 31 December 2023. 
The financial statements are presented in Sterling (£). Monetary amounts in these financial statements are rounded to the nearest £.

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 group management to exercise judgement in applying the group's accounting policies (see note 3).

The company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own statement of comprehensive income in these financial statements.

The company has taken advantage of the following disclosure exemptions in relation to the parent company information presented within these consolidated financial statements, as permitted by FRS 102:

Section 33 Related Party Disclosures paragraph 33.7 (disclosures of key management personnel compensation).

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

The consolidated financial statements present the results of the company and its own subsidiaries ("the group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the balance sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.

Page 17

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

2.Accounting policies (continued)

  
2.3

Going concern

After making enquiries, the director's have a reasonable expectation that the company has adequate resources to continue in operational existence and meet its liabilities as they fall due for the foreseeable future, being a period of at least twelve months from the date these financial statements were approved.  In determining this expectation, the director's have reviewed forecasted performance and cash position to cover the period of assessment. Additionally, the company has received a letter of financial support from its parent company. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

  
2.4

Revenue

Revenue represents amounts receivable for the sale of food and drink.
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 
2.5

Foreign currency translation

Functional and presentation currency

The company and its subsidiaries' functional currency is US Dollar. This differs from the presentational currency which is GBP. The reason for the difference is that the group financial statements are included in the consolidated financial statements of the ultimate parent company, whose functional currency is GBP.
The results of overseas operations are translated into GBP at rates approximating to those ruling when the transactions took place. All assets and liabilities are translated at the rate ruling at the reporting date. Exchange differences arising on translating the opening net assets at opening rate and the results of overseas operations at actual rate are recognised in other comprehensive income.

Transactions and balances

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

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

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

Page 18

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

2.Accounting policies (continued)

 
2.6

Operating leases: the group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

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

 
2.7

Government grants

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as deferred income.
Grants of a revenue nature are recognised in the consolidated profit and loss account in the same period as the related expenditure.

 
2.8

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.9

Finance costs

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

 
2.10

Borrowing costs

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

 
2.11

Holiday pay accrual

A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the balance sheet date and carried forward to future periods. This is measured at the undiscounted salary cost of the future holiday entitlement so accrued at the balance sheet date.

Page 19

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

2.Accounting policies (continued)

  
2.12

Current and deferred taxation

The tax expense for period comprises current and deferred tax. Tax is recognised in the profit and loss account, 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.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

 
2.13

Tangible fixed assets

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Long-term leasehold property
-
over the lease term
Fixtures and fittings
-
3-5 years

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

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

 
2.14

Valuation of investments

In the company balance sheet, investments in subsidiaries are measured at cost less impairment.

Page 20

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

2.Accounting policies (continued)

 
2.15

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

  
2.16

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.

  
2.17

Financial instruments

The group has elected to apply Sections 11 and 12 of FRS 102 in respect of financial instruments.
Financial assets and financial liabilities are recognised when the group becomes party to the contractual provisions of the instrument. 
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. 
The group’s policies for its major classes of financial assets and financial liabilities are set out below. 
Financial assets
Basic financial assets, including trade and other debtors, cash and bank balances, intercompany working capital balances, and intercompany financing, are initially recognised at transaction price, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Such assets are subsequently carried at amortised cost using the effective interest method, less any impairment.
Financial liabilities
Basic financial liabilities, including trade and other creditors, bank loans and loans from fellow group companies, 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 for a similar debt instrument. Financing transactions are those in which payment is deferred beyond normal business terms or is financed at a rate of interest that is not a market rate.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Page 21

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

2.Accounting policies (continued)

  

Financial instruments (continued)

Impairment of financial assets
Financial assets measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence of impairment is found, an impairment loss is recognised in the profit and loss account. 
For financial assets measured at cost less impairment, the impairment loss is measured as the difference between the asset's carrying amount and the best estimate of the amount the company would receive for the asset if it were to be sold at the reporting date. 
For financial assets measured at amortised cost, the impairment loss is measured as the difference between the asset's carrying amount and the present value of estimated cash flows discounted at the asset's original effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract. 
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 profit or loss.
Derecognition of financial assets and financial liabilities
Financial assets are derecognised when (a) the contractual rights to the cash flows from the asset expire or are settled, or (b) substantially all the risks and rewards of the ownership of the asset are transferred to another party or (c) despite having retained some significant risks and rewards of ownership, control of the asset has been transferred to another party who has the practical ability to unilaterally sell the asset to an unrelated third party without imposing additional restrictions. 
Financial liabilities are derecognised when the liability is extinguished, that is when the contractual obligation is discharged, cancelled or expires. 
Offsetting of financial assets and financial liabilities
Financial assets and liabilities are offset and the net amount reported in the balance sheet when there is an 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.

  
2.18

Share capital

Ordinary shares are classified as equity.

Page 22

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The directors are required to exercise judgement in applying accounting policies and make estimates which may materially impact the financial statements. Significant judgements and sources of estimation uncertainty are outlined below.
Useful life of fixed assets
The company depreciates its tangible fixed assets over the assets' useful life. The useful life is a significant judgement made by the directors as it impacts the rate of depreciation of assets, and consequently, profit or loss and net assets. The directors do not necessarily consider this a key source of estimation uncertainty (but accept depreciation is a material figure) as the majority of the company's fixed assets are leasehold improvements, whereby the useful life is closely linked to the lease term.


4.


Turnover

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


2024
2023
£
£

Restaurant sales
5,856,110
9,147,827


Analysis of turnover by country of destination:

2024
2023
£
£

USA
5,856,110
9,147,827



5.


Other operating income

2024
2023
£
£

Government loans waived
27,486
-



6.


Operating loss

The operating loss is stated after charging:

2024
 2023
£
£

Depreciation of tangible fixed assets
386,525
616,051

Exchange differences
(2,531)
12,832

Other operating lease rentals
436,145
840,070

Page 23

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

7.


Auditor's remuneration

The group's audit expense is borne by a related entity. Accordingly, no auditor's remuneration has been recognised in these financial statements (2023: £nil).





8.


Employees

Staff costs were as follows:


Group
Group
2024
2023
£
£


Wages and salaries
1,826,233
2,742,828

Social security costs
328,629
589,499

2,154,862
3,332,327


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


        2024
        2023
            No.
            No.







Restaurant staff
95
115



Management staff
10
14

105
129

The company has no employees other than the directors, who did not receive any remuneration (2023: nil)


9.


Interest receivable and similar income

2024
2023
£
£


Other interest receivable
10,481
15,270


10.


Interest payable and similar expenses

2024
2023
£
£


Loans from group undertakings
126,319
119,636

Page 24

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

11.


Taxation


2024
2023
£
£

Corporation tax


Adjustments in respect of previous periods
4,635
7,662


Total current tax
4,635
7,662

Deferred tax

Total deferred tax
-
-


Tax on loss
4,635
7,662

The group has carried forward tax losses available in the USA of £6,444,453 (2023: £5,232,717) for which no deferred tax asset has been recognised.


Factors affecting tax charge for the period

The tax assessed for the period is higher than (2023 - higher than) the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

 2024
2023
£
£


Loss on ordinary activities before tax
(2,691,257)
(814,218)


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
(672,814)
154,701

Effects of:


Losses utilised
677,449
(147,039)

Total tax charge for the period
4,635
7,662


Factors that may affect future tax charges

There are no factors that may affect future tax charges. 

Page 25

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

12.


Tangible fixed assets

Group








Leasehold improvements
Fixtures and fittings
Total

£
£
£



Cost


At 1 January 2024
7,854,683
2,658,898
10,513,581


Additions
381,004
94,625
475,629


Disposals
(5,117,608)
(1,142,515)
(6,260,123)


Exchange adjustments
126,392
(9,172)
117,220



At 29 December 2024

3,244,471
1,601,836
4,846,307



Depreciation


At 1 January 2024
4,315,263
2,431,980
6,747,243


Charge for the year 
329,917
56,608
386,525


Disposals
(3,297,847)
(1,099,570)
(4,397,417)


Exchange adjustments
59,005
31,539
90,544



At 29 December 2024

1,406,338
1,420,557
2,826,895



Net book value



At 29 December 2024
1,838,133
181,279
2,019,412



At 1 January 2024
3,539,420
226,918
3,766,338

Page 26

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

13.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost


At 1 January 2024
9,429,019


Foreign exchange movement
151,269



At 29 December 2024
9,580,288



Impairment


At 1 January 2024
-


Charge for the period
4,729,808



At 29 December 2024

4,729,808


Subsidiary undertakings


The following were subsidiary undertakings of the company:

Name

Registered office

Class of shares

Holding

Burger & Lobster US Inc.
US
Ordinary
100%
Burger & Lobster Flatiron LLC
US
Ordinary
100%
Burger & Lobster Bryant Park LLC
US
Ordinary
100%


14.


Stocks

Group
Group
2024
2023
£
£

Food, beverage and supplies
132,925
135,604


There is no significant difference between the replacement cost of the stock and its carrying amount.

Page 27

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

15.


Debtors

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
151,909
400,892
-
-


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
(577)
814
-
-

Amounts owed by group undertakings
435
429
-
-

Other debtors
98,304
6,220
-
-

Prepayments and accrued income
54,499
133,052
-
-

152,661
140,515
-
-



16.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
2,269
2,160
-
-

Trade creditors
227,611
738,051
-
-

Amounts owed to group undertakings
1,181,098
817,147
161,543
173,437

Other creditors
10
-
-
-

Accruals and deferred income
64,426
132,600
-
-

1,475,414
1,689,958
161,543
173,437


Page 28

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

17.


Creditors: amounts falling due after more than one year

Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Bank loans
123,664
124,364
-
-

Other loans
2,465,006
2,316,228
2,465,006
2,316,228

Other creditors
387,184
571,506
-
-

2,975,854
3,012,098
2,465,006
2,316,228



The aggregate amount of liabilities repayable wholly or in part more than five years after the balance sheet date is:
Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£


Repayable other than by instalments
2,465,006
2,316,228
2,465,006
2,316,228

At the period end, other loans are made up of loans from group undertakings relating to a loan payable to a related entity. It attracts interest at 5% per annum and is repayable in 2035. 


18.


Loans


Analysis of the maturity of loans is given below:


Group
Group
Company
Company
2024
2023
2024
2023
£
£
£
£

Amounts falling due within one year

Bank loans
2,269
2,160
-
-


Amounts falling due 2-5 years

Bank loans
9,406
8,875
-
-

Amounts falling due after more than 5 years

Bank loans
114,258
115,489
-
-

Other loans
2,465,006
2,316,228
2,465,006
2,316,228

2,579,264
2,431,717
2,465,006
2,316,228

2,590,939
2,442,752
2,465,006
2,316,228


The group has utilised the US Small Business Administration's Economic Injury Disaster Loans. At period end, the loan has a balance of £125,933 (2023: £126,524) attracts interest at 3.75% p.a and is repayable over 30 years. Repayment installments were deferred by 30 months and as such, the loan period has extended in accordance with this.

Page 29

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



6,800,298 (2023 - 6,800,298) Ordinary shares of £1.00 each
6,800,298
6,800,298

There is a single class of ordinary shares. There are no restrictions on the distribution of dividends and the repayment of capital.



20.


Reserves

Profit and loss account

The profit and loss account includes all current and prior period retained profits and losses.

21.


Analysis of net debt




At 1 January 2024
Cash flows
At 29 December 2024
£

£

£

Cash at bank and in hand

1,057,256

(979,783)

77,473

Debt due after 1 year

(2,440,592)

(148,078)

(2,588,670)

Debt due within 1 year

(2,160)

(109)

(2,269)


(1,385,496)
(1,127,970)
(2,513,466)


22.


Commitments under operating leases

At 29 December 2024 the group and the company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2024
2023
£
£

Not later than 1 year
591,033
1,173,512

Later than 1 year and not later than 5 years
2,450,779
4,928,907

Later than 5 years
2,147,471
3,946,224

5,189,283
10,048,643

The company had no commitments under non-cancellable operating leases at the balance sheet date.

Page 30

 

BURGER & LOBSTER (US) LIMITED

NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 29 DECEMBER 2024

23.


Related party transactions

Group and Company
The group has taken advantage of the exemption contained in FRS 102 section 33 "Related Party Disclosures" from disclosing transactions with entities which are a wholly owned part of the group.
The director was the only member of key management personnel during the period.


24.


Controlling party

The company's immediate and ultimate parent company is Project Ocean Limited, a company registered in the British Virgin Islands. In the opinion of the director, there is no single ultimate controlling party.
The largest and smallest group for which group accounts are drawn up, and of which the company is a member, is Project Ocean Limited. The consolidated financial statements of Project Ocean Limited are not publicly available.

 
Page 31