Company registration number 13464342 (England and Wales)
BPNC LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
BPNC LIMITED
COMPANY INFORMATION
Directors
Mr M D Pitchforth
Mrs S J Pitchforth
Company number
13464342
Registered office
Newstones Park Road
Nailsworth
Stroud
Glos
GL6 0HZ
Auditor
Griffiths Marshall
4th Floor
Llanthony Warehouse
The Docks
Gloucester
Gloucestershire
GL1 2EH
BPNC LIMITED
CONTENTS
Page
Strategic report
1 - 3
Directors' report
4 - 5
Independent auditor's report
6 - 8
Profit and loss account
9
Statement of comprehensive income
10
Balance sheet
11
Statement of changes in equity
12
Statement of cash flows
13
Notes to the financial statements
14 - 26
BPNC LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 1 -
The directors present the strategic report for the year ended 31 December 2024.
Review of the business
The company operates eight McDonald's franchised restaurants in the Yorkshire, employing over 780 members of staff.
The lower than expected supply chain inflation across 2024 resulted in gross profit margin above plan. This allowed the company to invest the benefit into value driving initiatives to increase guest counts and sales. The IEO (Informal Eating Out) and QSR (Quick Service Restaurant) markets have continued to see a decline in customer visits versus 2023, which in turn has led to challenging guest count and sales performance. Despite the challenging backdrop we have launched several trading initiatives to increase footfall in to our restaurants, which have seen strong results and led to market share gains.
Given the direct link between our approach to pricing, the external environment, and our success in relation to our customers, we will continue to remain close to understanding this relationship and look constantly to evaluate how our internal actions are impacting our customers.
Despite the net current liabilities position the company has net assets of £152k and is financed but directors loan account in excess of £3m, the directors consider the company to have adequate resources to meet liabilities as they fall due.
Key performance indicators
Sales for the year amounted to £32.8 million, an increase of £16.2 million from 2023, giving an overall sales increase of approximately 97%. The growth in sales is predominantly due to the acquisition of four restaurants during the year and incremental price rises.
The gross profit margin is 65.24%, compared to 64.41% in 2023, and is in line with expectations.
Development and performance
2024 economic trends are broadly expected to continue into 2025.
In 2025 we anticipate more optimism in the market, partly driven by anticipated interest rate cuts. However, consumer sentiment remains low, as customers continue to feel the impact from the economic environment over recent years. Sales growth will be driven by our ability to meet the increasing demands of our customers, through investing in the customer experience as well as a strong marketing calendar with a continued focus on value and a number of innovative products including the Big Arch.
Our ambition for 2025 and beyond is to continue our sustainable growth of gross profit margin. To support this, we anticipate making menu board price increases in 2025 and any pricing considerations will remain customer led, with the focus being growing guest counts and sales. This will in turn strengthen gross profit and cash flow, whilst sustainably growing gross profit margin in an attempt to achieve increased margins for Q4 2025. Absolute gross profit margin will vary by store dependent on pricing and product mix amongst other factors.
The 2025 pricing strategy will provide gross profit margin growth by taking more price than supply chain inflation, whilst maintaining the business’ core value proposition. The key focus will be on driving sustainable growth by building upon the work which has been implemented on value, opportunities driven by investment in IRLX (In Real Life Experience) and refining the long-term view of pricing and menu architecture.
It is the strategy of the company to carry out store refurbishments projects at regular intervals, under the guidance of McDonald’s national store refurbishment program, in order to benefit the customers in store dining experience. The re-imaging strategy continues to have a positive impact on guest counts which in turn powers sales growth in line with directors’ expectations and objectives.
BPNC LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 2 -
Principal risks and uncertainties
The company operates in a highly competitive market, high street consumer behaviour impacts the company’s turnover and the variability of commodity prices impact profitability
The company is continually assessing all risks with an aim to mitigate any future threats these may have on the business.
Economic risk
Following some very challenging times, we are optimistic about the economic future. Principal risks are increasing commodity prices, increased utility costs and labour rates adding pressure to margins.
The company’s supply chain is closely maintained by McDonald’s, who are able to negotiate effectively on behalf of franchisees to ensure enhanced purchasing terms. They have continued to work at mitigating the impact of food and paper inflation with an expectation that circa 30% of our costs will be secured.
This forecast reflects our confidence in the stability of key cost drivers, however, there still remains some uncertainty with geopolitical uncertainty and legislative Impact. Our focus remains on working closely with supplier partners to manage inevitable cost increases.
The level of borrowing is such that interest rate increases are manageable.
Regulatory risks
The company's operations demand a high level of compliance within a wide range of regulatory requirements. In particular
* Health and safety
* Hygiene procedures
* Employment laws
* Licensing
The above, along with a number of other areas, are monitored in detail by McDonald's, as being in the fast food industry brings a high level of regulatory concerns.
Consumer taste
Any material changes in the way the consumer views the fast food industry could have an adverse effect on the company. However, this can also work in the opposite direction and could assist the company to achieve growth. As a result, the company focuses, in detail, on recognising demographic trends, ensuring innovation and the use of the freshest and highest quality products through its stores. The company has strict policies to ensure that all stores are maintaining the McDonald's ethos.
Competitors
The fast food market is a very competitive market, with a high number of large competitors trading in the sector. In order to remain as one of the main players, McDonald's have dedicated teams who focus on ensuring they remain a leading company within the market. This allows them to compete with other large fast food chains.
With these risks and uncertainties in mind, we are aware that any plans for the future development of the business may be subject to unforeseen future events outside our control, hence we are constantly assessing our plans in line with the current environment.
BPNC LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 3 -
Section 172(1) statement
Statement by the director in performance of her statutory duties in accordance with s172(1) Companies Act 2006:
The director takes into account the likely consequences of long-term decisions; build relationships with stakeholders; understand the importance of engaging with our employees; understand the impact of our operations on the communities within which we operate; and attribute importance to behaving as a responsible business.
The director considers, both individually and together, that they have acted in the way they consider, in good faith, would be most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Act) in the decisions taken during the year ended 31 December 2024. In particular by reference to the approval of our business plan, which is updated on an annual basis. Our business plan was designed to have a long-term beneficial impact on the company and to contribute to its success in delivering high quality quick-service food.
Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to pay and benefits our employees receive. The health, safety and well-being of our employees is one of our primary considerations in the way we do business.
As the director, my intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours, and in doing so, will contribute to the delivery of our plan.
Mr M D Pitchforth
Director
24 September 2025
BPNC LIMITED
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 4 -
The directors present their annual report and financial statements for the year ended 31 December 2024.
Principal activities
The principal activity of the company continued to be that of the operation of McDonald's franchised restaurants.
Results and dividends
The results for the year are set out on page 9.
Ordinary dividends were paid amounting to £38,000. The directors do not recommend payment of a final dividend.
Directors
The directors who held office during the year and up to the date of signature of the financial statements were as follows:
Mr M D Pitchforth
Mrs S J Pitchforth
Going Concern
The company is in a net current liabilities position at the balance sheet date, however this is a reflection of the nature of the fast food industry and not a reflection of the strength of the business.
The directors have considered the application of the going concern basis of accounting in doing so they have considered the period from the date of this report until 31 December 2025. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Research and development
The company does not carry out any independent research and development. However the franchisor, McDonald's Restaurants Limited, carries out its own research and development on behalf of all franchisees. The company makes a contribution towards this through its existing payments to the franchisor.
Disabled persons
The company operates a policy of giving full & fair consideration to employment applications from disabled persons having regard for their aptitudes and abilities. We will support the career development and provide the appropriate training for employees who become disabled during their employment with the company.
Employee involvement
The company has a system for providing employees with information of concern to them. It also consults employees on a regular basis so that their views can be taken into account in making decisions affecting them. It regularly explains to employees the financial and economic factors affecting the performance of the company and makes them aware of the provision of training, career development and employment of disabled employees.
Our employees are fundamental to the delivery of our plan. We aim to be a responsible employer in our approach to pay and benefits our employees receive. The health, safety and wellbeing of our employees is one of our primary considerations in the way we do business.
Business relationships
The board of directors take into account the likely consequences of long-term decisions; build relationships with stakeholders; understand the impact of our operations on the communities within which we operate; and attribute importance to behaving as a responsible business.
BPNC LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 5 -
Auditor
In accordance with the company's articles, a resolution proposing that Griffiths Marshall be reappointed as auditor of the company will be put at a General Meeting.
Statement of directors' responsibilities
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 company and of the profit or loss of the company 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; and
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Statement of disclosure to auditor
So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor 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 company’s auditor is aware of that information.
On behalf of the board
Mr M D Pitchforth
Director
24 September 2025
BPNC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BPNC LIMITED
- 6 -
Opinion
We have audited the financial statements of BPNC Limited (the 'company') for the year ended 31 December 2024 which comprise the profit and loss account, the statement of comprehensive income, the balance sheet, the statement of changes in equity, the 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 company's affairs as at 31 December 2024 and of its profit for the year then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the 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 company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
The other information comprises the information included in the annual report 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.
BPNC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BPNC LIMITED (CONTINUED)
- 7 -
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the company and its 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, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors' responsibilities statement, 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 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 company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these 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.
We gained an understanding of the legal and regulatory framework applicable to Lloyd Sharp Restaurants Limited and the industry in which it operates and, considered the risk of acts by Management and directors of Lloyd Sharp Restaurants Limited which were contrary to applicable laws and regulations, including fraud. These included but were not limited to compliance with the Companies Act 2006 and Employment Law. We made enquiries of the Directors to obtain further understanding of risks of non-compliance.
We focused on laws and regulations that could give rise to a material misstatement in the financial statements. Our tests included, but were not limited to:
agreement of the financial statement disclosures to underlying supporting documentation;
enquiries of management regarding known or suspected instances of non-compliance with laws and regulations;
review of minutes of the Board meetings throughout the year; and
obtaining an understanding of the control environment in place to prevent and detect irregularities.
Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.
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.
BPNC LIMITED
INDEPENDENT AUDITOR'S REPORT
TO THE MEMBERS OF BPNC LIMITED (CONTINUED)
- 8 -
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.
Mr Greg Lewis (Senior Statutory Auditor)
For and on behalf of Griffiths Marshall, Statutory Auditor
Chartered Accountants
4th Floor
Llanthony Warehouse
The Docks
Gloucester
Gloucestershire
GL1 2EH
24 September 2025
BPNC LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 DECEMBER 2024
- 9 -
2024
2023
Notes
£
£
Turnover
3
32,834,131
16,626,958
Cost of sales
(11,414,598)
(5,918,202)
Gross profit
21,419,533
10,708,756
Administrative expenses
(20,964,198)
(10,314,035)
Operating profit
4
455,335
394,721
Interest payable and similar expenses
8
(247,104)
(104,540)
Profit before taxation
208,231
290,181
Tax on profit
9
(37,082)
(336,957)
Profit/(loss) for the financial year
171,149
(46,776)
The profit and loss account has been prepared on the basis that all operations are continuing operations.
BPNC LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
- 10 -
2024
2023
£
£
Profit/(loss) for the year
171,149
(46,776)
Other comprehensive income
-
-
Total comprehensive income for the year
171,149
(46,776)
BPNC LIMITED
BALANCE SHEET
AS AT 31 DECEMBER 2024
31 December 2024
- 11 -
2024
2023
Notes
£
£
£
£
Fixed assets
Intangible assets
11
4,475,668
4,728,567
Tangible assets
12
2,751,847
3,120,012
Investments
13
8,750
8,750
7,236,265
7,857,329
Current assets
Stocks
14
152,295
150,612
Debtors
15
378,406
634,086
Cash at bank and in hand
2,847,089
2,190,572
3,377,790
2,975,270
Creditors: amounts falling due within one year
16
(7,408,710)
(7,742,408)
Net current liabilities
(4,030,920)
(4,767,138)
Total assets less current liabilities
3,205,345
3,090,191
Creditors: amounts falling due after more than one year
17
(2,468,835)
(2,473,966)
Provisions for liabilities
Deferred tax liability
19
583,969
596,832
(583,969)
(596,832)
Net assets
152,541
19,393
Capital and reserves
Called up share capital
21
100
100
Profit and loss reserves
152,441
19,293
Total equity
152,541
19,393
The financial statements were approved by the board of directors and authorised for issue on 24 September 2025 and are signed on its behalf by:
Mr M D Pitchforth
Mrs S J Pitchforth
Director
Director
Company registration number 13464342 (England and Wales)
BPNC LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
- 12 -
Share capital
Profit and loss reserves
Total
Notes
£
£
£
Balance at 1 January 2023
100
104,569
104,669
Year ended 31 December 2023:
Loss and total comprehensive income
-
(46,776)
(46,776)
Dividends
10
-
(38,500)
(38,500)
Balance at 31 December 2023
100
19,293
19,393
Year ended 31 December 2024:
Profit and total comprehensive income
-
171,149
171,149
Dividends
10
-
(38,000)
(38,000)
Balance at 31 December 2024
100
152,441
152,541
BPNC LIMITED
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 13 -
2024
2023
Notes
£
£
£
£
Cash flows from operating activities
Cash generated from operations
24
1,960,965
2,423,655
Interest paid
(247,104)
(104,540)
Income taxes (paid)/refunded
(105)
259,875
Net cash inflow from operating activities
1,713,756
2,578,990
Investing activities
Purchase of intangible assets
(1,763,560)
Purchase of tangible fixed assets
(159,872)
(1,563,526)
Proceeds from disposal of tangible fixed assets
75,638
15,500
Proceeds from disposal of investments
(5,000)
Net cash used in investing activities
(84,234)
(3,316,586)
Financing activities
Proceeds from new bank loans
4,100,000
Repayment of bank loans
(747,832)
(779,589)
Repayment to director
(187,173)
(777,246)
Proceeds from director
38,500
Dividends paid
(38,000)
(38,500)
Net cash (used in)/generated from financing activities
(973,005)
2,543,165
Net increase in cash and cash equivalents
656,517
1,805,569
Cash and cash equivalents at beginning of year
2,190,572
716,175
Cash and cash equivalents at end of year
2,847,089
2,190,572
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
- 14 -
1
Accounting policies
Company information
BPNC Limited is a private company limited by shares incorporated in England and Wales. The registered office is Newstones Park Road, Nailsworth, Stroud, Glos, GL6 0HZ.
1.1
Accounting convention
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention, The principal accounting policies adopted are set out below.
1.2
Going concern
The company is in a net current liabilities position at the balance sheet date, however this is a reflection of the nature of the fast food industry and not a reflection of the strength of the business.true
The directors have considered the application of the going concern basis of accounting in doing so they have considered the period from the date of this report until 31 December 2026. The directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
1.3
Turnover
Turnover is measured at the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.
1.4
Intangible fixed assets other than goodwill
Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.
Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.
Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:
Franchise rights
20 years straight line
Franshise fees
20 years straight line
1.5
Tangible fixed assets
Tangible fixed assets are initially measured at cost and subsequently measured at cost or valuation, net of depreciation and any impairment losses.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 15 -
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:
Leasehold land and buildings
at varying rates on cost
Plant and equipment
at varying rates on cost
Motor vehicles
at varying rates on cost
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 credited or charged to profit or loss.
1.6
Fixed asset investments
Interests in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.
A subsidiary is an entity controlled by the company. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
An associate is an entity, being neither a subsidiary nor a joint venture, in which the company holds a long-term interest and where the company has significant influence. The company considers that it has significant influence where it has the power to participate in the financial and operating decisions of the associate.
Entities in which the company has a long term interest and shares control under a contractual arrangement are classified as jointly controlled entities.
1.7
Impairment of fixed assets
At each reporting period end date, the company 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.
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset (or cash-generating unit) is estimated to be less than its carrying amount, the carrying amount of the asset (or cash-generating unit) is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in 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.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 16 -
1.8
Stocks
Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition.
Stocks held for distribution at no or nominal consideration are measured at the lower of cost and replacement cost, adjusted where applicable for any loss of service potential.
1.9
Cash and cash equivalents
Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in current liabilities.
1.10
Financial instruments
The company 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 company's balance sheet when the company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
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
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.
Impairment of financial assets
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.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 17 -
Derecognition of financial assets
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Classification of financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities.
Basic financial 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.
Other financial liabilities
Derivatives, including interest rate swaps and forward foreign exchange contracts, are not basic financial instruments. Derivatives are initially recognised at fair value on the date a derivative contract is entered into and are subsequently re-measured at their fair value. Changes in the fair value of derivatives are recognised in profit or loss in finance costs or finance income as appropriate, unless hedge accounting is applied and the hedge is a cash flow hedge.
Debt instruments that do not meet the conditions in FRS 102 paragraph 11.9 are subsequently measured at fair value through profit or loss. Debt instruments may be designated as being measured at fair value through profit or loss to eliminate or reduce an accounting mismatch or if the instruments are measured and their performance evaluated on a fair value basis in accordance with a documented risk management or investment strategy.
Derecognition of financial liabilities
Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.
1.11
Equity instruments
Equity instruments issued by the company 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 company.
1.12
Taxation
The tax expense represents the sum of the tax currently payable and deferred tax.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
1
Accounting policies
(Continued)
- 18 -
Current 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 company’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the 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 when the company has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
1.13
Employee benefits
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Termination benefits are recognised immediately as an expense when the company is demonstrably committed to terminate the employment of an employee or to provide termination benefits.
1.14
Retirement benefits
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
1.15
Leases
As lessee
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 leases asset are consumed.
2
Judgements and key sources of estimation uncertainty
In the application of the company’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.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 19 -
3
Turnover
2024
2023
£
£
Turnover analysed by class of business
Food
32,538,567
16,364,874
Non product sales
295,564
262,084
32,834,131
16,626,958
4
Operating profit
2024
2023
Operating profit for the year is stated after charging/(crediting):
£
£
Depreciation of owned tangible fixed assets
441,579
375,205
Loss/(profit) on disposal of tangible fixed assets
10,818
(15,500)
Amortisation of intangible assets
252,900
264,994
Operating lease charges
3,358,189
1,521,895
5
Auditor's remuneration
2024
2023
Fees payable to the company's auditor and associates:
£
£
For audit services
Audit of the financial statements of the company
7,350
7,500
For other services
All other non-audit services
3,750
6,750
6
Employees
The average monthly number of persons (including directors) employed by the company during the year was:
2024
2023
Number
Number
Production staff
770
403
Management
14
14
Total
784
417
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
6
Employees
(Continued)
- 20 -
Their aggregate remuneration comprised:
2024
2023
£
£
Wages and salaries
8,911,138
4,305,270
Social security costs
453,556
203,647
Pension costs
118,193
51,748
9,482,887
4,560,665
7
Directors' remuneration
2024
2023
£
£
Remuneration for qualifying services
16,637
25,921
8
Interest payable and similar expenses
2024
2023
£
£
Interest on financial liabilities measured at amortised cost:
Other interest on financial liabilities
247,104
104,540
9
Taxation
2024
2023
£
£
Current tax
UK corporation tax on profits for the current period
49,840
Adjustments in respect of prior periods
105
Total current tax
49,945
Deferred tax
Origination and reversal of timing differences
(12,863)
336,957
Total tax charge
37,082
336,957
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
9
Taxation
(Continued)
- 21 -
The actual charge for the year can be reconciled to the expected charge for the year based on the profit or loss and the standard rate of tax as follows:
2024
2023
£
£
Profit before taxation
208,231
290,181
Expected tax charge based on the standard rate of corporation tax in the UK of 25.00% (2023: 25.00%)
52,058
72,545
Tax effect of expenses that are not deductible in determining taxable profit
6,337
19,465
Permanent capital allowances in excess of depreciation
63,987
(143,018)
Under/(over) provided in prior years
105
Deferred tax adjustments in respect of prior years
(13,035)
336,957
Tax losses utilised
(72,407)
51,008
Taxation charge for the year
37,045
336,957
Taxation charge in the financial statements
37,082
336,957
Reconciliation - the current year tax charge does not reconcile to the above analysis. Please review figures in the database.
(37)
-
10
Dividends
2024
2023
£
£
Interim paid
38,000
38,500
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 22 -
11
Intangible fixed assets
Franchise rights
Franshise fees
Total
£
£
£
Cost
At 1 January 2024 and 31 December 2024
5,243,998
114,563
5,358,561
Amortisation and impairment
At 1 January 2024
625,993
4,000
629,993
Amortisation charged for the year
246,900
6,000
252,900
At 31 December 2024
872,893
10,000
882,893
Carrying amount
At 31 December 2024
4,371,105
104,563
4,475,668
At 31 December 2023
4,618,004
110,563
4,728,567
12
Tangible fixed assets
Leasehold land and buildings
Plant and equipment
Motor vehicles
Total
£
£
£
£
Cost
At 1 January 2024
50,633
3,695,502
153,181
3,899,316
Additions
147,472
12,400
159,872
Disposals
(95,130)
(95,130)
At 31 December 2024
50,633
3,842,974
70,451
3,964,058
Depreciation and impairment
At 1 January 2024
4,091
741,433
33,781
779,305
Depreciation charged in the year
3,311
416,513
21,755
441,579
Eliminated in respect of disposals
(8,673)
(8,673)
At 31 December 2024
7,402
1,157,946
46,863
1,212,211
Carrying amount
At 31 December 2024
43,231
2,685,028
23,588
2,751,847
At 31 December 2023
46,542
2,954,068
119,402
3,120,012
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 23 -
13
Fixed asset investments
2024
2023
£
£
Unlisted investments
8,750
8,750
Fixed asset investments consists of 8,750 ordinary shares of £1 each in Fries Holding Company Limited, a company registered in Guernsey. The investment are included in the accounts at cost.
14
Stocks
2024
2023
£
£
Raw materials and consumables
152,295
150,612
15
Debtors
2024
2023
Amounts falling due within one year:
£
£
Trade debtors
245,138
222,888
Prepayments and accrued income
133,268
411,198
378,406
634,086
16
Creditors: amounts falling due within one year
2024
2023
Notes
£
£
Bank loans
18
558,928
1,301,629
Trade creditors
1,152,218
946,576
Corporation tax
49,840
Other taxation and social security
1,292,033
1,124,829
Other creditors
4,240,696
4,129,284
Accruals and deferred income
114,995
240,090
7,408,710
7,742,408
17
Creditors: amounts falling due after more than one year
2024
2023
Notes
£
£
Bank loans and overdrafts
18
2,468,835
2,473,966
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 24 -
18
Loans and overdrafts
2024
2023
£
£
Bank loans
3,027,763
3,775,595
Payable within one year
558,928
1,301,629
Payable after one year
2,468,835
2,473,966
The bank loans are unsecured and carry interest at rates between 5.95% and 6.25% . The bank loans are repayable over the terms of three, five and seven years.
19
Deferred taxation
The following are the major deferred tax liabilities and assets recognised by the company and movements thereon:
Liabilities
Liabilities
2024
2023
Balances:
£
£
Accelerated capital allowances
583,969
596,832
2024
Movements in the year:
£
Liability at 1 January 2024
596,832
Charge to profit or loss
134,372
Liability at 31 December 2024
731,204
Balance per TB
583,969
Warning - Difference exists; check stat db entries
(147,235)
20
Retirement benefit schemes
2024
2023
Defined contribution schemes
£
£
Charge to profit or loss in respect of defined contribution schemes
118,193
51,748
The company operates a defined contribution pension scheme for all qualifying employees. The assets of the scheme are held separately from those of the company in an independently administered fund.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 25 -
21
Share capital
2024
2023
2024
2023
Ordinary share capital
Number
Number
£
£
Issued and fully paid
Ordinary A Shares of £1 each
75
75
75
75
Ordinary B Shares of £1 each
25
25
25
25
100
100
100
100
22
Operating lease commitments
As lessee
At the reporting end date the company had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
2024
2023
£
£
Within 1 year
1,367,238
1,368,144
Years 2-5
3,881,672
4,288,729
After 5 years
4,912,802
5,876,732
10,161,712
11,533,605
The Company's restaurant premises are leased from McDonalds Restaurants Limited under non-cancellable operating leases with expiry terms of more than five years. Rent is calculated as a percentage of sales above base, the above operating lease commitment only relates to base rent. Each restaurant pays its own unique base rent based on its circumstances, with the remainder of the rent being based on the performance of the restaurant.
23
Related party transactions
During the year, total dividends of £38,000 (2023 - £38,500) were paid to the directors.
At the balance sheet date, an amount of £3,114,763 (2023 - £3,301,936) is owed by the company to the directors.
During the year, interest of £Nil (2023 - £nil) was paid to the directors.
BPNC LIMITED
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
- 26 -
24
Cash generated from operations
2024
2023
£
£
Profit/(loss) after taxation
171,149
(46,776)
Adjustments for:
Taxation charged
37,082
336,957
Finance costs
247,104
104,540
Loss/(gain) on disposal of tangible fixed assets
10,818
(15,500)
Amortisation and impairment of intangible assets
252,900
264,994
Depreciation and impairment of tangible fixed assets
441,579
375,205
Movements in working capital:
Increase in stocks
(1,683)
(78,533)
Decrease/(increase) in debtors
255,680
(225,690)
Increase in creditors
546,336
1,708,458
Cash generated from operations
1,960,965
2,423,655
25
Analysis of changes in net debt
1 January 2024
Cash flows
31 December 2024
£
£
£
Cash at bank and in hand
2,190,572
656,517
2,847,089
Borrowings excluding overdrafts
(3,775,595)
747,832
(3,027,763)
(1,585,023)
1,404,349
(180,674)
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