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Registered number: 11935042










RAREBREED HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

 
RAREBREED HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
Lord Brownlow 
B J Rawson 




Registered number
11935042



Registered office
Level 12 Thames Tower
Station Road

Reading

United Kingdom

RG1 1LX




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
RAREBREED HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 31


 
RAREBREED HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Introduction
 
The directors present their Strategic Report and financial statements for the year ended 30 September 2024.

Business review
 
The year ended 30 September 2024 was marked by sustained economic pressures across the UK hospitality industry, influenced significantly by persistent inflation, fluctuating consumer confidence, and elevated interest rates. While inflationary pressure eased slightly compared to the prior year, consumer discretionary spending remained cautious amid ongoing cost-of-living challenges. The Bank of England maintained historically high interest rates to manage inflation, directly impacting consumer spending power and our operational financing costs.
Labour market constraints remain a substantial issue, driven by workforce shortages and ongoing wage pressures linked to government-mandated increases in the National Minimum Wage and National Living Wage. This regulatory change required us to adjust our internal pay structures to maintain staff morale and retention. The Group continued to prioritise talent retention and invested significantly in training and employee welfare. Our efforts in workforce management have positively impacted operational consistency, quality, and customer satisfaction, particularly within our kitchen and front-of-house teams.
Despite the challenging environment, the Group demonstrated resilience during the year. Turnover for the year was £3,851,705 (2023: £4,078,106), reflecting the closure of the Corn Stores following the decision to discontinue its operations and sell the site, which reduced turnover from that area by £459,299. This closure, however, enabled the Company to focus on more profitable areas of the business, driving EBITDA up to £210,890 (2023: £42,214).
During the year, £441,053 of accrued loan interest owed to Havisham Associates Limited was written off, reducing accruals from £564,088 to £101,608. Combined with the operational improvements, this enabled the Company to achieve a profit after tax of £166,381 (2023: £(513,507)). As a result, net liabilities decreased to £1,883,080 (2023: £2,049,461) in the Statement of Financial Position. The business continues to benefit from improving margins, supported by refined operational efficiencies, improved pricing strategies, and strong cost control measures.

Principal risks and uncertainties
 
Competition:
The UK restaurant market remains fiercely competitive. Competition has intensified with the rise of delivery services and in-home dining trends. To retain market share, we continually innovate our offerings, maintain competitive pricing, and invest in marketing initiatives that highlight our quality, service excellence, and unique value proposition.
Labour market challenges:
Labour shortages remain a critical risk, exacerbated by ongoing regulatory changes in employment laws and wage legislation. The business is focused on employee retention strategies, competitive remuneration packages, staff training, and maintaining an attractive workplace culture.
Supply chain stability and cost management:
Geopolitical tensions, particularly the ongoing fallout from the Ukraine crisis, continue to impact ingredient availability and pricing. We manage these risks through robust relationships with diverse suppliers, agile inventory management, and regular pricing negotiations to maintain quality and consistency.
Economic conditions and consumer spending:
The economic landscape continues to pose risks, with ongoing uncertainty around inflation, interest rates, and cost-of-living pressures potentially suppressing consumer spending. The hospitality industry remains highly sensitive to changes in disposable income, consumer confidence, and employment levels. To mitigate this risk, we closely monitor economic indicators and proactively manage cost structures to maintain profitability and
Page 1

 
RAREBREED HOLDINGS LIMITED
 

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

flexibility.
Regulatory compliance and taxation:
The regulatory framework continues to evolve, with increased compliance requirements around food safety, allergens, health and safety regulations, employment laws, and environmental standards. Additionally, potential changes in UK corporate tax rates, business rates relief adjustments, and Tronc regulations specifically targeted at hospitality businesses represent ongoing financial and compliance risks. Our robust compliance processes, alongside regular audits and staff training, mitigate these risks.
Changing consumer preferences and sustainability:
Consumer preference towards healthier food options, allergen transparency, and environmentally sustainable practices continues to evolve. Failure to effectively adapt could risk market share. We regularly conduct customer feedback surveys, actively adapt our menu offerings, and invest in sustainability initiatives to stay ahead of market trends and expectations.

Financial key performance indicators
 
The directors review a number of key performance indicators on a regular basis, the principal financial measures are revenue, gross profit margins and EBITDA.
• Turnover for the period was £3.85m (2023: £4.08m);
• Gross profit margin for the period was 69.6% (2023: 68.9%); and
• EBITDA for the period was of £210,890 (2023: £42,214).
The directors also monitor the cash position of the business on a weekly basis in order to ensure compliance with banking covenants and sufficient liquidity is in place to meet future financial obligations.

Other key performance indicators
 
The Group utilises an in depth daily then weekly report to assess such factors as customer spend per head, table occupancy, table yield, core offering menu items sales mix, along with offering a feedback survey to every booking to assist with maintaining high customer facing operational standards.
In addition, the directors regularly review the product mix and menu, relationships with suppliers and training and monitoring systems to ensure that the business delivers the best food and service possible.


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



................................................
B J Rawson
Director

Date: 11 September 2025

Page 2

 
RAREBREED HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
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.

Results and dividends

The profit for the year, after taxation, amounted to £166,381 (2023: loss £513,507).

Dividends of £nil were declared during the year (2023: £nil).

Directors

The directors who served during the year were:

Lord Brownlow 
B J Rawson 

Page 3

 
RAREBREED HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Future developments

Looking ahead, Rarebreed Holdings Limited remains well-positioned to capitalise on emerging opportunities in the UK hospitality market. Despite economic uncertainty, we remain confident in our growth strategy, which is firmly rooted in operational excellence, customer loyalty, and strategic adaptability. The Group intends to enhance its competitive edge and shareholder value through the following initiatives:

1. Expansion in Premium Dining Sector
2. Innovation in Customer Experience
4. Talent Retention and Development
5. Financial Stability and Cost Management
6. Navigating Regulatory and Economic Challenges
By remaining adaptive and responsive to the dynamic hospitality landscape, Rarebreed Holdings Limited is confident in its ability to deliver sustainable long-term growth and enhance shareholder value.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Post balance sheet events

There have been no significant events affecting the Group since the year end.

Auditors

On 18 November 2024, the Group’s auditors changed their name from Haysmacintyre LLP to HaysMac LLP.

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

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



................................................
B J Rawson
Director

Date: 11 September 2025

Page 4

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Rarebreed Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated and Company Balance Sheets, the Consolidated Statement of Cash Flows, the Consolidated and Company Statement of Changes in Equity, the Consolidated Analysis of Net Debt and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 September 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.


Basis for opinion


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

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group 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 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.


Page 6

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the 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.


Auditors' responsibilities for the audit of the financial statements
 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' Report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations are with respect to food hygiene standards and minimum wage regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
inspecting correspondence with regulators and tax authorities;
inquires with management including consideration of known or suspected instances of non-compliance with laws and regulations, such as food hygiene and alcohol licensing, and fraud;
evaluating management’s controls designed to prevent and detect irregularities;
identifying and testing journals, in particular journal entries posted with no descriptions, containing keywords or for round sum amounts and journals that significantly impact profit; and
challenging assumptions and judgements made by management in their critical accounting estimates.

 


Page 7

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' Report.


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.



David Lyons (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

15 September 2025
Page 8

 
RAREBREED HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
As restated
As restated
As restated
2024
2024
2024
2023
2023
2023
Note
£
£
£
£
£
£

Turnover
 4 
3,560,093
291,612
3,851,705
3,327,195
750,911
4,078,106

Cost of sales
  
(1,084,681)
(85,511)
(1,170,192)
(1,074,435)
(192,497)
(1,266,932)

Gross profit
  
2,475,412
206,101
2,681,513
2,252,760
558,414
2,811,174

Administrative expenses
  
(2,253,902)
(232,722)
(2,486,624)
(2,225,432)
(564,608)
(2,790,040)

Other operating income
 5 
16,001
-
16,001
(5,832)
26,912
21,080

EBITDA
 6 
237,511
(26,621)
210,890
21,496
20,718
42,214

Depreciation and amortisation
  
(464,611)
(18,700)
(483,311)
(498,774)
(18,700)
(517,474)

Total operating loss
 6 
(227,100)
(45,321)
(272,421)
(477,278)
2,018
(475,260)

Accrued interest written off
 7
441,053
-
441,053
-
-
-

Interest payable and similar expenses
 10 
(2,251)
-
(2,251)
(38,247)
-
(38,247)

Profit/(loss) before taxation
  
211,702
(45,321)
166,381
(515,525)
2,018
(513,507)

Tax on profit/(loss)
 11 
-
-
-
-
-
-

Profit/(loss) for the financial year
  
211,702
(45,321)
166,381
(515,525)
2,018
(513,507)

There was no other comprehensive income for 2024 (2023: £nil).

The notes on pages 16 to 31 form part of these financial statements.

Page 9

 
RAREBREED HOLDINGS LIMITED
REGISTERED NUMBER: 11935042

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

As restated
2024
2023
Note
£
£

Fixed assets
  

Intangible assets
 12 
2,008,189
2,205,662

Tangible assets
 13 
3,892,348
4,173,255

  
5,900,537
6,378,917

Current assets
  

Stocks
 15 
65,074
95,100

Debtors
 16 
361,290
403,978

Cash at bank and in hand
 17 
2,610
53,314

  
428,974
552,392

Creditors: amounts falling due within one year
 18 
(7,882,179)
(8,596,582)

Net current liabilities
  
 
 
(7,453,205)
 
 
(8,044,190)

Total assets less current liabilities
  
(1,552,668)
(1,665,273)

Creditors: amounts falling due after more than one year
 19 
(330,412)
(384,188)

Provisions for liabilities
  

Net liabilities
  
(1,883,080)
(2,049,461)


Capital and reserves
  

Called up share capital 
 21 
1,071,480
1,071,480

Share premium account
 22 
205,312
205,312

Other reserves
 22 
(150,085)
(150,085)

Profit and loss account
 22 
(3,009,787)
(3,176,168)

  
(1,883,080)
(2,049,461)


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


................................................
B J Rawson
Director

Date: 11 September 2025

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
RAREBREED HOLDINGS LIMITED
REGISTERED NUMBER: 11935042

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Investments
 14 
2,673,943
2,673,943

Current assets
  

Debtors
 16 
221,904
221,904

  
221,904
221,904

Creditors: amounts falling due within one year
 18 
(1,642,542)
(1,642,542)

Net current liabilities
  
 
 
(1,420,638)
 
 
(1,420,638)

Net assets
  
1,253,305
1,253,305


Capital and reserves
  

Called up share capital 
 21 
1,071,480
1,071,480

Share premium account
 22 
205,312
205,312

Profit and loss account
 22 
(23,487)
(23,487)

  
1,253,305
1,253,305


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


................................................
B J Rawson
Director

Date: 11 September 2025

The Company has taken advantage of the exemption allowed under section 480 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the year was £nil (2023: £23,487).

Page 11

 
RAREBREED HOLDINGS LIMITED
 

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


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2022
1,071,480
205,312
(150,085)
(2,662,661)
(1,535,954)



Loss for the year
-
-
-
(513,507)
(513,507)



At 1 October 2023
1,071,480
205,312
(150,085)
(3,176,168)
(2,049,461)



Profit for the year
-
-
-
166,381
166,381


At 30 September 2024
1,071,480
205,312
(150,085)
(3,009,787)
(1,883,080)


The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
RAREBREED HOLDINGS LIMITED
 

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


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 October 2022
1,071,480
205,312
-
1,276,792



Loss for the year
-
-
(23,487)
(23,487)



At 1 October 2023
1,071,480
205,312
(23,487)
1,253,305

Profit for the year
-
-
-
-


At 30 September 2024
1,071,480
205,312
(23,487)
1,253,305


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 
RAREBREED HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2024
2023
£
£

Cash flows from operating activities

Profit/(loss) for the financial year
166,381
(513,507)

Adjustments for:

Amortisation of intangible fixed assets
197,473
197,473

Depreciation of tangible fixed assets
284,838
318,873

Interest payable
443,304
38,247

Decrease/(increase) in stocks
30,026
(21,199)

Decrease in debtors
42,693
93,660

(Decrease)/increase in creditors
(297,058)
131,410

Accrued interest written off
(441,053)
-

Net cash (used in)/generated from operating activities

426,604
244,957

Cash flows from investing activities

Purchase of tangible fixed assets
(3,931)
(37,273)

Net cash used in investing activities

(3,931)
(37,273)

Cash flows from financing activities

New secured loans
(53,669)
-

Repayment of bank loans
-
(129,578)

Interest paid
(443,304)
(38,247)

Net cash used in financing activities
(496,973)
(167,825)

Net (decrease)/increase in cash and cash equivalents
(74,300)
39,859

Cash and cash equivalents at beginning of year
(14,090)
(53,948)

Cash and cash equivalents at the end of year
(88,390)
(14,089)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
2,610
53,314

Bank overdrafts
(91,000)
(67,403)

(88,390)
(14,089)


The notes on pages 16 to 31 form part of these financial statements.

Page 14

 
RAREBREED HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2024





At 1 October 2023
Cash flows
Other non-cash changes
At 30 September 2024
£

£

£

£

Cash at bank and in hand

53,314

(50,704)

-

2,610

Bank overdrafts

(67,403)

(23,598)

-

(91,001)

Debt due after 1 year

(384,188)

12,022

41,754

(330,412)

Debt due within 1 year

(5,467,238)

41,647

(41,754)

(5,467,345)


(5,865,515)
(20,633)
-
(5,886,148)

The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

1.


General information

Rarebreed Holdings Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 11935042 and registered office address is Level 12 Thames Tower, Station Road, Reading, United Kingdom, RG1 1LX.
The principal activity of the Group is that of a restaurateur and the principal activity of the parent company is that of a holding company.

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 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 Statement of Financial Position, 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 16

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational existence for at least twelve months from the date of approval of these financial statements. The Group is reliant on the continued financial support of a shareholder in order to continue as a going concern.
The Group has received a letter of support from a shareholder to confirm that additional funding will be provided and letters of support from related company lenders to confirm that debts will not be called for repayment, all for a period of at least 12 months from the date of approval of these financial statements. The directors consider, whilst recognising this commitment is not legally binding, that it is the shareholder’s intention to continue to provide financial support to the Group as and when required.
The directors having reviewed the latest financial information and projected forecasts, and on the basis that the Group has the continued financial support for its operations, for which they have no reason to believe will not continue, consider that the Group will continue as a going concern for a period of at least twelve months from the date of signing these financial statements.
Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, exclusive of discounts, value added tax and other sales taxes.
Revenue primarily consists of sales of food and beverage, which is recognised at the point of sale as that is when the risks and rewards transfer to the customer.

 
2.5

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.

 
2.6

Finance costs

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

Page 17

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.8

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 15 or 50 years.

 
2.9

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.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

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:

Freehold property
-
2%
Short-term leasehold property
-
10%
Plant and machinery
-
20%
Fixtures, fittings and equipment
-
20%

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.

Page 18

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

2.Accounting policies (continued)

 
2.10

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.11

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. Work in progress and finished goods include labour and attributable overheads.

At each reporting 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.

 
2.12

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.13

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.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.14

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

 
2.15

Financial instruments

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.

Page 19

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making judgements, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively.
Determining residual values and useful economic lives of property, plant and equipment
The Group holds tangible fixed assets with a net book value of £3,892,348 (2023: £4,173,255), which it depreciates over their estimated useful lives. The depreciation charge for the year is £284,838 (2023: £318,873).
The estimation of the useful lives of assets is based on historical performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.
Judgement is applied by management when determining the residual values for tangible fixed assets. When determining the residual value, management aim to assess the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life.
Determining residual values and useful economic lives of intangible assets
The Group holds goodwill intangible assets with a net book value of £2,008,189 (2023: £2,205,662), which it amortises over its estimate useful life. The amortisation charge for the year is £197,473 (2023: £197,473). 
The estimation of the useful life of goodwill is based on historical performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual life of goodwill can vary depending on a variety of factors.
Judgement is applied by management when determining the valuation of the Group's goodwill and the Company's investment in its subsidiaries and whether there are any indications of impairment. Impairment occurs when the carrying amount on an asset exceeds its recoverable amount. If the recoverable amount is lower than the carrying amount, the difference may be recognised in profit or loss as an impairment loss. This is assessed at each reporting date, if there is any indication of impairment.

Page 20

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

4.


Turnover

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


2024
2023
£
£

Food and beverage sales
3,841,363
4,063,739

Membership sales
10,342
14,367

3,851,705
4,078,106


All turnover arose within the United Kingdom.


5.


Other operating income

2024
2023
£
£

Rent from staff accommodation
16,001
21,080



6.


Operating loss

The operating loss is stated after charging:

2024
2023
£
£

Depreciation on tangible fixed assets
284,838
318,873

Amortisation of goodwill
197,473
197,473

Other operating lease rentals
294,692
108,715


7.


Accrued interest written off






During the year, the Board of Havisham Associates Limited, an indirect parent of the Company, approved the waiver of £441,053 accrued interest payable on the loan facility within amounts owed to group undertakings.

Page 21

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

8.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
32,850
30,050


In addition to the audit fee disclosed above, the following fees were charged: £4,800 (2023: £4,300) for the preparation of financial statements, and £7,250 (2023: £6,700) for corporation tax compliance and advice.





9.


Employees

Staff costs were as follows:


Group
Group
2024
2023
£
£

Wages and salaries
1,377,111
1,684,149

Social security costs
109,337
129,710

Cost of defined contribution scheme
20,769
26,957

1,507,217
1,840,816


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


        2024
        2023
            No.
            No.







Staff
87
91

The directors did not receive any remuneration in 2024 (2023: £nil).
The Company has no employees (2023: nil).


10.


Interest payable and similar expenses

2024
2023
£
£


Bank interest payable
2,251
38,247

Page 22

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

11.


Taxation


2024
2023
£
£


Current tax on profit/(loss) for the year
-
-

Total current tax
-
-

Deferred tax


Origination and reversal of timing differences
-
-

Total deferred tax
-
-

Tax on profit/(loss)
 
-
 
-

Factors affecting tax charge for the year

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

2024
2023
£
£


Profit/(loss) on ordinary activities before tax
166,486
(513,507)


Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 25%)
41,622
(106,326)

Effects of:


Non-tax deductible amortisation of goodwill
-
43,464

Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
94,585
238,736

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
(40,650)
(236,201)

Fixed asset differences
44,839
39,351

Remeasurement of deferred tax charge for change in tax rates
-
(2,851)

Deferred tax not recognised
(140,396)
23,827

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

12.


Intangible assets

Group





Goodwill

£



Cost


At 1 October 2023
3,077,835



At 30 September 2024

3,077,835



Amortisation


At 1 October 2023
872,173


Charge for the year
197,473



At 30 September 2024

1,069,646



Net book value



At 30 September 2024
2,008,189



At 30 September 2023
2,205,662



Page 24

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

13.


Tangible fixed assets

Group






Freehold property
Short-term leasehold property
Plant and machinery
Fixtures, fittings and equipment
Total

£
£
£
£
£



Cost


At 1 October 2023
3,353,207
116,041
1,944,176
620,158
6,033,582


Additions
-
-
-
3,931
3,931



At 30 September 2024

3,353,207
116,041
1,944,176
624,089
6,037,513



Depreciation


At 1 October 2023
336,310
19,371
1,065,433
439,213
1,860,327


Charge for the year
67,064
2,321
169,107
46,346
284,838



At 30 September 2024

403,374
21,692
1,234,540
485,559
2,145,165



Net book value



At 30 September 2024
2,949,833
94,349
709,636
138,530
3,892,348



At 30 September 2023
3,016,897
96,670
878,743
180,945
4,173,255

Page 25

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

14.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 October 2023
2,673,943



At 30 September 2024
2,673,943

Investments in subsidiary companies are eliminated upon consolidation.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Rarebreed Dining Limited
Ordinary
100%
Rarity Properties Limited
Ordinary
100%
Rarer Properties Limited
Ordinary
100%

The registered office of each of the subsidiaries is 24 Heath Road, Weybridge, Surrey, KT13 8TH.


15.


Stocks

Group
Group
2024
2023
£
£

Stocks
65,074
95,100


Page 26

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

16.


Debtors

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

Due after more than one year

Other debtors
33,500
33,500
-
-

33,500
33,500
-
-

Due within one year

Trade debtors
4,042
47,496
-
-

Other debtors
45,584
45,579
-
-

Called up share capital not paid
221,904
221,904
221,904
221,904

Prepayments and accrued income
56,260
55,499
-
-

361,290
403,978
221,904
221,904



17.


Cash

Group
2024
Group
2023
£
£



Bank and cash balances
2,610
53,314

Page 27

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

18.


Creditors: amounts falling due within one year

Group

Group
Company

Company
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
91,000
67,403
-
-

Bank loans
41,754
41,647
-
-

Trade creditors
249,017
341,747
-
-

Amounts owed to group undertakings
7,068,133
7,068,133
1,642,542
1,642,542

Other taxation and social security
228,214
389,035
-
-

Other creditors
102,453
124,529
-
-

Accruals and deferred income
101,608
564,088
-
-

7,882,179
8,596,582
1,642,542
1,642,542


Amounts owed to fellow group undertakings includes £1,642,542 owed to Havisham Assets Limited, a fellow group undertaking. All amounts are interest free and repayable on demand.
Amounts owed to fellow group undertakings also includes seven facilities totalling £5,425,591 (2023: £5,425,591) owed to Havisham Associates Limited, a fellow group undertaking, as follows:
Facility 1
Principle sum of £542,008 (2023: £542,008) which is repayable on demand.
Facility 2
Principle sum of £1,772,008 (2023: £1,772,008) which is repayable on demand.
Facility 3 
Principle sum of £1,229,700 (2023: £1,229,700) which is repayable on demand.
Facility 4 
Principle sum of £775,000 (2023: £775,000) which is repayable on demand. 
Facility 5
Principle sum of £741,875 (2023: £741,875) which is repayable on demand.
Facility 6
Principle sum of £100,000 (£265,000) which is repayable on demand.
Facility 7
Principle sum of £265,000 (2023: £265,000) which is repayable on demand.
As at 1 October 2022 the board of Havisham Associates Limited agreed to not charge any further interest on loans and credit facilities until further notice and during the year ended 29 September 2024 the board of Havisham Associates Limited further resolved to write off accrued interest on the loan of £441,053. The board also changed the payment tenure to being repayable on demand.

Page 28

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

19.


Creditors: amounts falling due after more than one year

Group
Group
2024
2023
£
£

Bank loans
330,412
384,188





20.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2024
2023
£
£

Amounts falling due within one year

Bank loans
41,754
41,647


41,754
41,647

Amounts falling due 1-2 years

Bank loans
35,457
41,646

Amounts falling due 2-5 years

Bank loans
92,995
97,039

Amounts falling due after more than 5 years

Bank loans
201,959
245,503

372,165
425,835


Bank loans include the following:
£356,951 (2023: £400,495) relating to a facility held with National Westminster Bank plc that is payable in annual instalments of £30,998 up to the end of the loan term in August 2042. It is secured by way of a fixed and floating charge over all of the Company's assets. Interest is payable on the loan at a rate of 3.75% per annum. 
 
£15,214 (2023: £25,340) relating to a facility held under the Coronavirus Business Interruption Loan Scheme with National Westminster Bank plc that is payable in annual instalments of £10,644 with a final bullet payment due for the remaining balance on 13 August 2026. It is secured by way of a fixed and floating charge over all of the Company's assets. Interest is payable on the loan at a rate of 2.5% per annum.

Page 29

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

21.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



96,923,078 (2023: 96,923,078) A ordinary shares of £0.010 each
969,231
969,231
8,565,688 (2023: 8,565,688) B1 ordinary shares of £0.010 each
85,657
85,657

1,054,888

1,054,888

Allotted, called up and partly paid



895,189 (2023: 895,189) B1 ordinary shares of £0.010 each
8,952
8,952
7,639,577 (2023: 7,639,577) B2 ordinary shares of £0.001 each
7,640
7,640

16,592

16,592

The three classes of ordinary share rank pari passu. There are no restrictions on the distribution of dividends and the repayment of capital.



22.


Reserves

Share premium account

The share premium represents the amount paid for shares in the Company in excess of their nominal value.

Other reserves

This reserve arose on removal of the non-controlling interest and represents the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration paid.

Profit and loss account

The profit and loss account represents accumulated comprehensive income less any distributions of profit.


23.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £20,769 (2023: £26,957). Contributions totalling £3,141 (2023: £5,260) were payable to the fund at the balance sheet date and are included in creditors.

Page 30

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024

24.


Commitments under operating leases

At 30 September 2024 the Group 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
79,500
79,500

Later than 1 year and not later than 5 years
318,000
318,000

Later than 5 years
437,250
516,750

834,750
914,250


25.


Related party transactions

At the Statement of Financial Position date, the directors' loan account had an outstanding balance of £45,481 (2023: £45,481), which is included under other debtors. 
Additionally, there were loans from Havisham Associates Limited, a company under the common control of Lord Brownlow, amounting to £5,425,591 (2023: £5,425,591), which is included within amounts owed to group undertakings. The accrued interest on these loans stood at £nil as at 30 September 2024 (2023: £441,053). 
Amounts owed to group undertakings also includes £1,642,542 (2023: £1,642,542) owed to Havisham Assets Limited, the immediate parent undertaking of the Group.
Lord David Brownlow serves as a director of Havisham Assets Limited, the ultimate parent of the Company. He is also a director of Huntswood Associates. Due to Lord Brownlow's directorship roles, Havisham Assets, Huntswood Associates, and the Company are considered related parties.


26.


Post balance sheet events

In February 2025, the Group's Managing Director, J Hallows, stepped down from his role for personal reasons. Following this departure, the Board identified suitable successors from within the existing senior management team. Two qualified internal candidates have stepped into the role as Co-Managing Directors, ensuring a smooth and effective leadership transition. The Board is confident that these internal appointments provide continuity, stability, and strategic alignment for the Group moving forward.
Subsequent to the year-end, the Group completed the disposal of its Reading-based site, "The Corn Store," which had ceased trading in 2023. The disposal was finalised in June 2025 and the Board considers the transaction beneficial in streamlining the Group’s portfolio, optimising resources, and focusing operations on profitable sites and strategic growth areas.


27.


Controlling party

The immediate and ultimate parent undertaking is Havisham Assets Limited. The ultimate controlling party is Lord Brownlow, by virtue of his 100% shareholding in Havisham Assets Limited.

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