The directors present the strategic report for the year ended 31 December 2024.

Turnover for the year was £142.7m (2023: £124.0m), representing a rise of 15% in the performances by the group's subsidiaries, with the gross profit increasing to £54.6m, compared to £47.5m in the comparative period. The majority of the growth came through the group’s restaurants.

Our core businesses remained resilient.

Objectives of the Group

The group's main objective is for growth in sales and profitability. This will be achieved by building on the success of the existing portfolio companies. In addition, continuous improvements in operational efficiency will be sought.

Internal cost monitoring

The group has a clear focus on efficient cost management and has a long term efficiency program in place to effectively manage all costs. Where appropriate, internal cost savings have been taken to reduce cost and preserve margins.

Future Development

The directors are focused on profitable growth. The Group’s subsidiary company opened two new restaurants during 2024 and continues to evaluate new potential restaurant openings in the UK.

The directors are exploring a partial divestment of the shares in one of its subsidiaries, as part of the Company’s objectives to expand into the US.

Operational efficiencies are continually under review across the supply chain and are a principal focus for the group. The group continues to invest in product innovation, brand awareness and look for new opportunities.

The overall business environment continues to remain challenging and this has a resultant effect on overall business. The Group's strategic focus is to enhance investment growth whilst maintaining profit margins, the success of which remains dependant on overall market conditions and other factors.

As a holding company, the majority of the company's assets consists of investments in and loans to, subsidiary undertakings. Accordingly, the principal risk of the company relates to its ability to recover the carrying value of its investment and loans.

In addition to the business risk discussed above, the group company's activities expose it to a number of financial risks including credit risk, cash flow and liquidity risk as set out below:

Foreign currency risk

The group's activities expose it to the financial risk of changes in foreign currency, principally the US dollar and Euro. The group manages the risk appropriately.

Liquidity risk

The group monitors cash as part of its day-to-day control procedures.

The group does not use derivative financial instruments for speculative purposes.

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operation and future developments. The company monitors its need for cash on a regular basis and takes appropriate action .

The directors use both financial and non-financial performance indicators to monitor the group's position.

The key financial performance indicators within the business are sales £142.7m (2022: £124.0m) and gross profit £54.6m (2023: £47.5m).

The key non-financial performance indicators are customer service and satisfaction, and stakeholder relationships.

The directors are of the belief that the monitoring of the above mentioned indicators is an effective aspect of business performance review.

Going concern

The business delivered substantial revenue and EBITDA growth in FY24, supported by strong trading performance, and increased operational efficiency, resulting in improved profitability. This positive momentum has continued into 2025, with sustained volume growth across cafés, delivery channels, and the online store. The directors are confident that the company will be able to meet its obligations as they fall due over the next 12 months. Accordingly, the financial statements have been prepared on a going concern basis.

As per the Companies Act, it is a requirement that the director of a company must act in the way he/she considers, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole.

The Board of Directors is actively involved in the formulation of the group’s strategy, including consideration of how decisions made will impact the long-term.

The group recognises the important role that employees play in the success of the business and ensure that the health, safety and well-being of employees is a top priority.

The Board ensures that dealings with customers, suppliers and other stakeholders are fair and transparent as we recognise that they are a key part of the success of the business. The Board is aware of the group's responsibilities towards the communities in which the company operates and to the environment; it supports various causes after evaluating the their positive impact.

We behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance. The group is committed to the environment and its subsidiary companies are developing strategies for Carbon reduction.

On behalf of the board

The directors present their annual report and financial statements for the year ended 31 December 2024.

The principal activities of the group for the year under review are a portfolio of companies with interests in restaurants, photo merchandise products and investments.

The results for the year are set out on page 9.

Dividends

Final dividends of £5m were paid during the year (2023: £Nil).

The directors who held office during the year and up to the date of signature of the financial statements were as follows:

Charitable donations

During the period the group made charitable donations of £389k (2023 - £350k) to various charitable causes.

It is the group's policy that all persons should be considered for employment training, career development and promotion on the basis of their abilities and aptitudes, regardless of physical ability, age, gender, sexual orientation, religion or ethnic origin.

The group applies employment policies that are fair and equitable for all employees and these ensure that entry into, and progression within the group, are determined solely by application of job criteria and personal ability and competency.

Full and fair consideration, having regard to the person's particular aptitudes and abilities, is given to applications for employment and the career development of disabled persons. The group's training and development policies also make it clear that it will take all steps practicable to ensure that employees who become disabled during the time they are employed by the group are able to remain employed by the group.

The group 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. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.

The Strategic Report on page 1 provides information regarding the future developments of the group.

The auditor, KLSA LLP, is deemed to be reappointed under section 487(2) of the Companies Act 2006.

Under the Streamlined Energy and Carbon Reporting regulations the company is required to report its greenhouse gas emissions from scope 1 and 2, Electricity, Gas and Transport, annually.

The group has followed the 2019 HM Government Environmental Reporting Guidelines to ensure compliance with the SECR requirements. The UK Government issued "Green gas reporting: conversion factor 2024" conversion figures for Co2 were used.

The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m turnover, the recommended ratio for the sector.

The group continues to strive for energy and carbon reduction arising from our activities, the following actions form part of our ongoing efforts to reduce environmental impact.

• Employ real-time monitoring of energy use which is shared with operational team to adjust internal

processes and reduce power consumption.

• Large scale refrigeration upgrade to more economical/efficient units in Edinburgh.

• Adjusted timeclocks on kitchen canopy fans and AC to reduce non-trading consumption.

• Installed timers to switch kitchen canopies off automatically as needed.

• Phased out older kitchen equipment (e.g., dishwashers and glasswashers) and replaced it with the highest

efficiency-rated equipment.

• Worked with OEM's (Original Equipment Manufacturers), Service Partners, and Contractors to increase

• operator efficiency via regular ongoing training in conjunction with servicing visits to maximise efficiency.

• Fitted thermal-efficient films to glazing where compatible.

• We continue to monitor inefficiencies in cold rooms and maintain insulation.

• We continue to use LED lamps across the estate.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company, and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

• select suitable accounting policies and then apply them consistently;

• make judgements and accounting estimates that are reasonable and prudent;

• state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the auditor of the company is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the auditor of the company is aware of that information.

We have audited the financial statements of Braunstone Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the group profit and loss account, the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows, the company statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 31 December 2024 and of the group's profit for the year then ended;

• have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

• have been prepared in accordance with the requirements of the Companies Act 2006.

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 and parent company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and 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. However, because not all future events or conditions can be predicted, this statement is not a guarantee as to the company’s ability to continue as going concern.

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the strategic report and the directors' report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

• the strategic report and the directors' report have been prepared in accordance with applicable legal requirements.

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

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

As explained more fully in the directors' responsibilities statement, 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 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 parent company or to cease operations, or have no realistic alternative but to do so.

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

The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.

To identify risks of material misstatement due to any irregularities, including fraud and non-compliance with laws and regulations, we assessed events or conditions that could indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment procedures included:

• 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 group and the parent company through discussions with directors and other management, and from our commercial knowledge and experience of the sector; and

• we focused on specific laws and regulations which we considered may have a direct material effect on the operations of the group and the parent company financial statements or the operations of the group and the parent company, including the Companies Act 2006, taxation legislation and data protection, and employment law.

We assessed the susceptibility of the group and the parent 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;

• assessed whether judgements and assumptions made in determining the accounting estimates set out in note 2 were indicative of potential bias; and

• investigated the rationale behind significant or unusual transactions.

To address the risk of non-compliance with laws and regulations, we communicated identified laws and regulations throughout our team and remained alert to any indications of non-compliance throughout the audit. The group and the parent company are subject to laws and regulations that directly affect the financial statements including financial reporting legislation (including related companies legislation) and taxation legislation (including payroll taxes) and we assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial statements items.

There are inherent limitations in the audit procedures described above; any instance of non-compliance with laws and regulations and fraud which is far removed from transactions reflected in the financial statements would diminish the likelihood of detection. Furthermore, the risk of not detecting a material misstatement due to fraud is greater than the risk of not detecting one resulting from error.

Fraud may involve deliberate concealment by, for example, forgery or intentional misrepresentation, or through an act of collusion that would mitigate internal controls.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://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 2006. Our 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.

The profit and loss account has been prepared on the basis that all operations are continuing operations.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £3.1m (2023 - £8.1m).

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

Braunstone Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 141-143 Shoreditch High Street, London, E1 6JE.

The group consists of Braunstone Limited and all of its subsidiaries.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £000.

The financial statements have been prepared on the historical cost convention. The principal accounting policies adopted are set out below.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company's profit was £3.1m for the year (2023: £8.1m).

The consolidated financial statements incorporate those of Braunstone Limited and all of its subsidiaries (i.e. entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits). Subsidiaries acquired during the year are consolidated using the purchase method. Their results are incorporated from the date that control passes.

All financial statements are made up to 31 December 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation. Unrealised losses are also eliminated unless the transaction provides evidence of an impairment of the asset transferred.

As at 31 December 2024 the group had net assets of £75k (2023: net liabilities £2.4m) and net current liabilities of £13.1m (2023: £7.5m).

The group is financed by equity, directors, related parties loans and banking facilities. The directors confirm that the group would be able to obtain additional funding if required to support its operations from its related parties.

The directors have reviewed and assessed forecast cash flows for the potential impact of uncertainties including the inflationary pressures on the subsidiaries operations. The cash flows were stress tested for the potential impact of known labour and energy cost inflation and expected inflation in Food and Beverage costs during 2025. The directors also considered the group’s financing facilities and future funding plans. Based on this, the directors have confirmed that the application of the going concern basis for the preparation of the financial statements continued to be appropriate.

In accordance with their responsibilities, the directors have considered the appropriateness of the going concern basis for the preparation of the financial statements. The directors are not aware of any likely events, conditions or business risks beyond this period that may cast significant doubt on the group's ability to continue as a going concern. Accordingly, the directors have a reasonable expectation that the group has adequate resources to continue in operational existence for the foreseeable future and so continue to prepare to prepare these financial statements on the going concern basis.

Turnover is recognised at the fair value of the consideration received or receivable for goods provided in the normal course of business and expired credits, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and tips.

Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (usually on dispatch of the goods), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Restaurant turnover is recognised when payment is tendered at the time of sale, Turnover related to restaurant meal kits is recognised when the meal kit has been delivered.

In the research phase of an internal project it is not possible to demonstrate that the project will generate future economic benefits and hence all expenditure on research shall be recognised as an expense when it is incurred. Intangible assets are recognised from the development phase of a project if and only if certain criteria are met in order to demonstrate the asset will generate probable future economic benefits and that its cost can be reliably measured. The capitalised development costs are subsequently amortised on a straight line basis over their useful economic life of 3 years.

If it is not possible to distinguish between the research phase and the development phase of an internal project, the expenditure is treated as if it were all incurred in the research phase only.

The goodwill on consolidation represents the amount by which the costs at the date of acquisition exceed net tangible assets of subsidiary undertakings. Goodwill on consolidation arising in the year of acquisition is capitalised and is amortised to nil by equal annual instalments over its estimated useful life of seven years.

On the subsequent disposal or termination of a business acquired since 1 January 1999, the profit or loss on disposal or termination is calculated after charging the unamortised amount of any related goodwill.

Internally generated or acquired intangible assets with finite lives are initially measured at cost and subsequently measured at cost, net of amortisation and any impairment losses.

Property lease premiums are initially recognised at fair value at acquisition and subsequently measured at amortised cost.

Intangible assets other than goodwill, trademarks are initially recognised at fair value at acquisition and subsequently measured at amortised cost and are amortised over 10 years.

Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Assets in the course of construction are not depreciated.

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Equity investments are measured at fair value through profit or loss, except for those equity investments that are not publicly traded and whose fair value cannot otherwise be measured reliably, which are recognised at cost less impairment until a reliable measure of fair value becomes available.

In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any). Where it is not possible to estimate the recoverable amount of an individual asset, the company estimates the recoverable amount of the cash-generating unit to which the asset belongs.

The carrying amount of the investments accounted for using the equity method is tested for impairment as a single asset. Any goodwill included in the carrying amount of the investment is not tested separately for impairment.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

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 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.

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks and other short-term liquid investments with original maturities of three months or less.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Other financial assets, including investments in equity instruments which are not subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the transaction price. Such assets are subsequently carried at fair value and the changes in fair value are recognised in profit or loss, except that investments in equity instruments that are not publicly traded and whose fair values cannot be measured reliably are measured at cost less impairment.

Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

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.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. Financial liabilities classified as payable within one year are not amortised.

Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.

Subsidiary companies within the group operate a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the company pays fixed contributions into separate entity. Once the contributions have been paid the companies have no further payment obligations.

The contributions are recognised as an expense in the income statement when they fall due. Amounts not paid are shown in the accruals as a liability in the statement of financial position. The assets of the plan are held separately from the companies in independently administered funds.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

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

At each period end foreign currency monetary items 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 the income statement.

Foreign exchange gains and losses are presented in the income statement within 'administrative expenses'.

Pre-opening costs

Property rentals and other pre-opening costs incurred up to the date of opening a new restaurant are all written off to the income statement in the period in which they arise by a subsidiary company within the group.

Deferred income

Customers may purchase credits in advance. Credits are redeemable within a set period, after which they are deemed to have expired. When these credits have expired, they are recognised as income and included in turnover.

Comparatives

There were no changes in comparative figures during the year.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

In preparing these financial statements, the directors have had to make the following judgments:

The following judgements (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.

The company recognised a portion of unexpired credits bought by certain customers as revenue in the profit and loss account. The recognisable portion is determined by analysis of historical customer behaviour and ongoing analysis of current customer cohorts. This determines which customer accounts have been inactive for a certain period of time beyond which it is deemed a remote possibility that they will ever reactive their account, either through placing an order or purchasing additional credits.

Determine whether leases entered into by the group are operating or finance leases. These decisions depend on an assessment of whether the risks and rewards of ownership have been transferred from the lessor on a lease by lease basis.

The estimates and assumptions which have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities are as follows.

Tangible and intangible fixed assets are depreciated and amortised respectively 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 the 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.

Investments are held at cost less any necessary provision for impairment. Where the impairment assessment did not provide any indication of impairment, no provision is required. If any such indications exist, the carrying value of an investment is written down to its recoverable amount.

An analysis of the group's turnover is as follows:

Above audit fees includes £123,000 (2023: £97,000) for a subsidiary company auditor who is not the parent company's auditor.

The average monthly number of persons (including directors) employed by the group and company during the year was:

Their aggregate remuneration comprised:

The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:

The carrying value of land and buildings comprises:

Details of the company's subsidiaries at 31 December 2024 are as follows:

The investments in subsidiaries are all stated at cost.

* Subsidiary of Touchnote Limited

During FY24 the subsidiary has been compliant with all covenant obligations of their lender.

Deferred tax assets and liabilities are offset where the group or company has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) for financial reporting purposes:

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

In prior years, the non-controlling interest of a subsidiary was acquired by the parent company. The Equity Reserve is the difference between cash paid and the carrying value of the non-controlling interest. Prior to FRS 102, this amount would have been shown under Tangible assets and accordingly amortised over seven years in accordance with the group's policy on goodwill.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

In addition, a subsidiary has certain commitments to pay additional amounts based on performance.

The remuneration of key management personnel is as follows.

Key management compensation is the same as the directors remuneration.

The company has taken advantage of the exemption available in FRS 102 (s33 "Related Party Disclosure"), whereby it has not disclosed transactions with any wholly owned subsidiary undertaking of the group.

At the balance sheet date, included in creditors, a balance amount of £9.55m (2023: £10.05m), owed to directors of the group companies which bears interest at market rates.

On 02 July 2025, the company reduced its issued share capital by £19,800,000 through solvency statement. As this occurred after the year-end and does not relate to conditions existing at the balance sheet date, no adjustment has been made in these financial statements.