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REGISTERED NUMBER: 05189084 (England and Wales)

Unaudited Financial Statements for the Year Ended 31 December 2024

for

Happy Customer Limited

Happy Customer Limited (Registered number: 05189084)

Contents of the Financial Statements

for the Year Ended 31 December 2024

Page |

| Company Information | 1 |

| Balance Sheet | 2 |

| Notes to the Financial Statements | 4 |

Happy Customer Limited

Company Information

for the Year Ended 31 December 2024

| DIRECTORS: | M D Rannard

| P J Darlow

| REGISTERED OFFICE: | First Floor

| 95 South Road

| Waterloo

| Liverpool

| Merseyside

| L22 0LR

| REGISTERED NUMBER: | 05189084 (England and Wales)

| ACCOUNTANTS: | Topping & Company

| Chartered Accountants

| 209 Liverpool Road

| Birkdale

| Southport

| Merseyside

| PR8 4PH

Happy Customer Limited (Registered number: 05189084)

Balance Sheet

31 December 2024

| 31.12.24 | 31.12.23 |

| Notes | £ | £ | £ | £ |

FIXED ASSETS

Intangible assets | 4 | 45,584 |  | 65,403 |  |

Tangible assets | 5 | 73,786 |  | 143,816 |  |

119,370 |  | 209,219 |  |

CURRENT ASSETS

Stocks | 75,303 |  | 90,457 |  |

Debtors | 6 | 37,432 |  | 73,647 |  |

Cash at bank and in hand | 187,728 |  | 261,944 |  |

300,463 |  | 426,048 |  |

CREDITORS

Amounts falling due within one year | 7 | 513,080 |  | 667,523 |  |

NET CURRENT LIABILITIES | (212,617 | ) | (241,475 | ) |

TOTAL ASSETS LESS CURRENT LIABILITIES | (93,247 | ) | (32,256 | ) |

CREDITORS

Amounts falling due after more than one year | 8 | 21,842 |  | 30,980 |  |

NET LIABILITIES | (115,089 | ) | (63,236 | ) |

CAPITAL AND RESERVES

Called up share capital | 100 |  | 100 |  |

Retained earnings | (115,189 | ) | (63,336 | ) |

SHAREHOLDERS' FUNDS | (115,089 | ) | (63,236 | ) |

The company is entitled to exemption from audit under Section 477 of the Companies Act 2006 for the year ended 31 December 2024.

The members have not required the company to obtain an audit of its financial statements for the year ended 31 December 2024 in accordance with Section 476 of the Companies Act 2006.

The directors acknowledge their responsibilities for:

(a) | ensuring that the company keeps accounting records which comply with Sections 386 and 387 of the Companies Act 2006 and

(b) | preparing financial statements which give a true and fair view of the state of affairs of the company as at the end of each financial year and of its profit or loss for each financial year in accordance with the requirements of Sections 394 and 395 and which otherwise comply with the requirements of the Companies Act 2006 relating to financial statements, so far as applicable to the company.

Happy Customer Limited (Registered number: 05189084)

Balance Sheet - continued

31 December 2024

The financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime.

In accordance with Section 444 of the Companies Act 2006, the Income Statement has not been delivered.

The financial statements were approved by the Board of Directors and authorised for issue on 26 August 2025 and were signed on its behalf by:

M D Rannard - Director

Happy Customer Limited (Registered number: 05189084)

Notes to the Financial Statements

for the Year Ended 31 December 2024

1. | STATUTORY INFORMATION

| Happy Customer Limited is a private limited company, incorporated and registered in England and Wales (registered number 05189084). The address of the registered office is First Floor, 95 South Road, Waterloo, Liverpool, Merseyside, L22 0LR. The company's principal trading activity in the year under review was that of the operation of fast food restaurants.

2. | ACCOUNTING POLICIES

| Basis of preparing the financial statements

| These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" including the provisions of Section 1A "Small Entities" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

| Turnover

| Turnover is measured at the fair value of the consideration received, or receivable, excluding discounts, rebates, value added tax and other sales taxes.

| The company operates fast food restaurants. The company recognises revenue when the amount of revenue can be measured reliably and when it is probable that future economic benefits will flow to the entity.

| Intangible assets

| Goodwill arises on business acquisitions and represents the excess of the cost of the acquisition over the company's interest in the net amount of the indentifiable assets and liabilities of the acquired restaurants.

| Goodwill recognised at acquisition is initially measured at cost. After initial recognition, goodwill is amortised on a straight line basis over its estimated life of twenty years being the terms of the lease affiliated to the restaurant purchased and is measured at cost less accumulated amortisation and any accumulated impairment losses (accounting policy: impairment of non-financial and financial assets).

| Goodwill amortisation is included within administrative expenses within the company's income statement.

| Franchise fees paid in connection with business acquisitions are recognised at acquisition are initially measured at cost. After initial recognition, franchise fees are amortised on a straight line basis over their estimated lives of twenty years being the terms of the lease affiliated to the restaurant purchased and are measured at cost less accumulated amortisation and any accumulated impairment losses (accounting policy: impairment of non-financial and financial assets).

| Franchise fees amortisation is included within administrative expenses within the company's income statement.

| If there is an indication that there has been a significant change in amortisation rate, useful life or residual value of an intangible asset, the amortisation is revised prospectively to reflect the new expectations.

| Tangible fixed assets

| All tangible assets are initially recorded at cost. Cost includes all expenditure directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner included by management.

| Depreciation is provided at the following annual rates in order to write off the cost of each asset less its residual amount over its estimated useful life or, if held under a finance lease, over the lease term, whichever is the shorter.

| Plant and machinery etc - at varying rates between 3 years and 21 years on cost

| At each reporting date the carrying values of the company's tangible fixed assets are reviewed to determine whether there is an indication that an asset may be impaired (accounting policy: impairment of non-financial and financial assets).

Happy Customer Limited (Registered number: 05189084)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Stocks

| Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items. Cost is calculated on a first in, first out basis and includes all costs of purchase consistently applied from year to year.

| At each reporting date the carrying value of the company's stocks assets are reviewed to determine whether there is an indication that the carrying value of the company's stocks may be impaired (accounting policy: impairment of non-financial and financial assets).

| Taxation

| Taxation for the year comprises current and deferred tax. Tax is recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

| Current or deferred taxation assets and liabilities are not discounted.

| Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

| Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

| Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the year end and that are expected to apply to the reversal of the timing difference.

| Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

| Hire purchase and leasing commitments

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

| Pension costs and other post-retirement benefits

| The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

| Financial instruments

| Financial assets recognised in the balance sheet include cash, trade and other receivables and trade and other payables.

| The company only enters into basic financial instruments transactions that result in the recognition of financial assets and liabilities like trade and other accounts receivable and payable and loans from banks.

| Debt instruments that are payable or receivable within one year, are measured, initially and subsequently, at the undiscounted amount of the cash expected to be paid or received.

| Bank loans are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

| Financial assets are derecognised when the rights to receive cash flows from the asset have expired. Provision is made when there is objective evidence that the company will not be able to collect certain debts. Bad debts are written off when identified. Financial liabilities are derecognised when the obligations under the liability is discharged, cancelled or expires.

Happy Customer Limited (Registered number: 05189084)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

2. | ACCOUNTING POLICIES - continued

| Impairment of non-financial and financial assets

| At each reporting date non-financial assets and financial assets not carried at fair value, like goodwill and plant and machinery, are reviewed to determine whether there is an indication that an asset may be impaired. If there is an indication of possible impairment, the recoverable amount of any asset or group of related assets, which is the higher of value in use and the fair value less cost to sell, is estimated and compared with its carrying amount. If the recoverable amount is lower, the carrying amount of the asset is reduced to its recoverable amount and an impairment loss is recognised immediately in profit or loss.

| Stocks are also assessed for impairment at each reporting date. The carrying amount of each item of stock, or group of similar items, is compared with its selling price less costs to complete and sell. If an item of stock or group of similar items is impaired, its carrying amount is reduced to its selling price less costs to complete and sell, and an impairment loss is recognised immediately in profit or loss.

| If an impairment loss is subsequently reversed, the carrying amount of the asset or group of related assets is increased to the revised estimate of its recoverable amount, but not to exceed the amount that would have been determined had no impairment loss been recognised for the asset or group of related assets in prior periods. A reversal of an impairment loss is recognised immediately in profit or loss.

3. | EMPLOYEES AND DIRECTORS

| The average number of employees during the year was 120 (2023 - 160 ) .

4. | INTANGIBLE FIXED ASSETS

| Other |

| intangible |

| Goodwill |  | assets |  | Totals

£ | £ | £ |

| COST

| At 1 January 2024 | 292,196 |  | 36,360 |  | 328,556 |  |

| Disposals | (60,797 | ) | (10,352 | ) | (71,149 | ) |

| At 31 December 2024 | 231,399 |  | 26,008 |  | 257,407 |  |

| AMORTISATION

| At 1 January 2024 | 241,437 |  | 21,716 |  | 263,153 |  |

| Charge for year | 12,887 |  | 1,486 |  | 14,373 |  |

| Eliminated on disposal | (58,326 | ) | (7,377 | ) | (65,703 | ) |

| At 31 December 2024 | 195,998 |  | 15,825 |  | 211,823 |  |

| NET BOOK VALUE

| At 31 December 2024 | 35,401 |  | 10,183 |  | 45,584 |  |

| At 31 December 2023 | 50,759 |  | 14,644 |  | 65,403 |  |

Happy Customer Limited (Registered number: 05189084)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

5. | TANGIBLE FIXED ASSETS

| Plant and

| machinery

| etc

£ |

| COST

| At 1 January 2024 | 2,233,933 |  |

| Additions | 1,098 |  |

| Disposals | (386,358 | ) |

| At 31 December 2024 | 1,848,673 |  |

| DEPRECIATION

| At 1 January 2024 | 2,089,974 |  |

| Charge for year | 61,072 |  |

| Eliminated on disposal | (376,159 | ) |

| At 31 December 2024 | 1,774,887 |  |

| NET BOOK VALUE

| At 31 December 2024 | 73,786 |  |

| At 31 December 2023 | 143,959 |  |

6. | DEBTORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Trade debtors | 46 |  | 753 |  |

| Other debtors | 37,386 |  | 72,894 |  |

37,432 |  | 73,647 |  |

7. | CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank loans and overdrafts | 9,139 |  | 7,264 |  |

| Trade creditors | 268,277 |  | 365,202 |  |

| Taxation and social security | 203,151 |  | 210,643 |  |

| Other creditors | 32,513 |  | 84,414 |  |

513,080 |  | 667,523 |  |

8. | CREDITORS: AMOUNTS FALLING DUE AFTER MORE THAN ONE YEAR |

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank loans | 21,842 |  | 30,980 |  |

Happy Customer Limited (Registered number: 05189084)

Notes to the Financial Statements - continued

for the Year Ended 31 December 2024

9. | SECURED DEBTS

| The following secured debts are included within creditors:

| 31.12.24 |  | 31.12.23

£ | £ |

| Bank loans | 30,981 |  | - |  |

| On the 25th August 2023 the Company was advanced a loan of £40,000 from its Pension Scheme, "The Trustees of the Happy Customer Limited Pension Scheme", which is secured by a Fixed and Floating Charge covering all of the property or undertaking of the Company.The security also contains a negative pledge. The balance outstanding at the 31 December 2024 was £30,980 (2023: £38,244)

10. | RELATED PARTY DISCLOSURES

| Amounts payable by the company to the directors as at 31 December 2024 collectively amounted to £23,767 (2023: £45,925).

11. | ULTIMATE CONTROLLING PARTY

| The Company is under the control of the Directors, Messrs M D Rannard and P J Darlow, by virtue of their shareholding in the parent company, Happy Customer Holdings Limited.

12. | CRITICAL ACCOUNTING ESTIMATES AND JUDGEMENTS

| The preparation of the financial statements, in conformity with generally accepted accounting principles, requires the use of estimates and judgements that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on the directors' best knowledge of current events and results, actual results ultimately may differ from those estimates.

| In preparing these financial statements, the directors have made the following judgements:

| - Determine whether there are any indicators of impairment of the company's tangible and intangible assets. Factors taken into consideration in reaching such a decision include the economic viability and expected future financial performance of the asset.

| Other key sources of estimation uncertainty:

| - Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re-assessing asset lives, factors such as technological innovation, product life cycles and maintenance programmes are taken into account. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.

| The directors do not consider there to be any additional estimates and judgements in connection with the preparation of the company's year ended 31 December 2024 financial statements that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities at the balance sheet date of 31 December 2024.