Sessions Market Limited Group accounts (Group and Company)

COMPANY REGISTRATION NUMBER: 11788160

SESSIONS MARKET LIMITED

FINANCIAL STATEMENTS

30 September 2024

SESSIONS MARKET LIMITED

FINANCIAL STATEMENTS

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

Contents	Page

Officers and professional advisers	1

Strategic report	2

Directors' report	3

Independent auditor's report to the members	5

Consolidated statement of comprehensive income	9

Consolidated statement of financial position	10

Company statement of financial position	11

Consolidated statement of changes in equity	12

Company statement of changes in equity	13

Consolidated statement of cash flows	14

Notes to the financial statements	15

SESSIONS MARKET LIMITED

OFFICERS AND PROFESSIONAL ADVISERS

The board of directors	Mr O Soper
	Mr D V Warne
	Mr I D Banks
	Mr G Turner
	Mr A Abrahams

Registered office	8th Floor
	52 Grosvenor Gardens
	London
	SW1W 0AU

Auditor	UHY Hacker Young (S.E.) Limited
	Chartered Accountants & Statutory Auditors
	168 Church Road
	Hove
	East Sussex
	BN3 2DL

SESSIONS MARKET LIMITED

STRATEGIC REPORT

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

The principal activities of the group companies comprise developing food brand IP, technology IP and a platform to support operators in the online food delivery trade. During the period the activities also included the operation of a food hall.

The hospitality market remained a challenging marketplace during the period and the company's main focus during the period has been to continue maintaining and growing the business, and diversify the operations. The company has financial resources and as a consequence, the directors believe that it is well placed to manage its business risks successfully despite the current uncertain economic outlook. The company's development during the period During the period the company continued to maintain and expand its range of food brands and technology. The company's performance Key performance indicators. The company's directors are of the opinion that there are no non-financial key performance indicators that are relevant for an understanding of the company's performance during the period. In all cases the KPIs used have been calculated on a consistent basis with the 2023 figures and are based directly on the amounts shown in the financial statements.

Our primary financial risk management objective is to ensure sufficient working capital for the company exists. This is achieved by careful management of our cash balances. The main risks facing the company include liquidity risk. Credit risk The credit risk on trade debtor balances is mitigated by the company's credit control policies. Liquidity risk The company manages liquidity risk by reviewing the future net cash requirements of the business and by holding cash balances to fund future requirements.

This report was approved by the board of directors on 4 September 2025 and signed on behalf of the board by:

Mr I D Banks

Director

Registered office:

8th Floor

52 Grosvenor Gardens

London

SW1W 0AU

SESSIONS MARKET LIMITED

DIRECTORS' REPORT

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

The directors present their report and the financial statements of the group for the period ended 30 September 2024 .

Directors

The directors who served the company during the period were as follows:

Mr D V Warne
Mr I D Banks
Mr G Turner
Mr S A Turner
Mr A Abrahams

Dividends

Particulars of recommended dividends are detailed in note 11 to the financial statements.

Events after the end of the reporting period

On 31 March 2025, the Group disposed of its entire 100% shareholding in its subsidiary Shelter Hall Limited. This disposal, which resulted in the loss of control over Shelter Hall Limited, occurred subsequent to the balance sheet date of 30 September 2024. The financial statements for the period ended 30 September 2024 have been prepared on the basis that control of Shelter Hall Limited was held throughout the reporting period. The impact of the disposal on the Group's financial position and results will be reflected in the financial statements for the year ending 31 December 2025.

Disclosure of information in the strategic report

The company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out in the company's strategic report information required by schedule 7 of the Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008.

Directors' responsibilities statement

The directors are responsible for preparing the strategic report, directors' report and the financial statements in accordance with applicable law and regulations. Company law requires the directors to prepare financial statements for each financial period. 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 the company and 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 judgments and accounting estimates that are reasonable and prudent. 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. Auditor

Each of the persons who is a director at the date of approval of this report confirms that:

- so far as they are aware, there is no relevant audit information of which the group and the company's auditor is unaware; and - they have taken all steps that they ought to have taken as a director to make themselves aware of any relevant audit information and to establish that the group and the company's auditor is aware of that information.

This report was approved by the board of directors on 4 September 2025 and signed on behalf of the board by:

Mr I D Banks

Director

Registered office:

8th Floor

52 Grosvenor Gardens

London

SW1W 0AU

SESSIONS MARKET LIMITED

INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF SESSIONS MARKET LIMITED

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

Opinion

We have audited the financial statements of Sessions Market Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 30 September 2024 which comprise the consolidated statement of comprehensive income, consolidated statement of financial position, company statement of financial position, consolidated statement of changes in equity, company statement of changes in equity, consolidated statement of cash flows and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice). In our opinion the financial statements: - give a true and fair view of the state of the group's and of the parent company's affairs as at 30 September 2024 and of the group's loss for the period then ended; - have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; - have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 or the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

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. 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. In connection with our audit of the financial statements, 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 audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 the audit:

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

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report. We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: - adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or - the parent company financial statements are not in agreement with the accounting records and returns; or - certain disclosures of directors' remuneration specified by law are not made; or - we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

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: Based on our understanding of the Company and the industry in which it operates, we identified that the principal risks of non-compliance with laws and regulations related to the acts by the Company which were contrary to applicable laws and regulations including fraud and we considered the extent to which noncompliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as as the Companies Act 2006. We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to inflated revenue and profit. Audit procedures performed included: review of the financial statement disclosures to underlying supporting documentation, review of correspondence with and reports to the regulators, review of correspondence with legal advisors, enquiries of management and in so far as they related to the financial statements, and testing of journals and evaluating whether there was evidence of bias by the Directors that represented a risk of material misstatement due to fraud. There are inherent limitations in the audit procedures described above and the further removed noncompliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we would become aware of it. Also, 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 or intentional misrepresentations, or through collusion. 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. A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report

This report is made solely to the company's members, as a body, in accordance with chapter 3 of part 16 of the Companies Act 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.

Christopher Kyffin-Walton FCCA

(Senior Statutory Auditor)

For and on behalf of

UHY Hacker Young (S.E.) Limited

Chartered Accountants & Statutory Auditors

168 Church Road

Hove

East Sussex

BN3 2DL

4 September 2025

SESSIONS MARKET LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

		Period from
		1 Apr 23 to	Year to
		30 Sep 24	31 Mar 23
Note		£	£
Turnover	4	20,024,215	7,962,710

Cost of sales	12,794,202	5,158,282
	---------------	-------------
Gross profit	7,230,013	2,804,428

Administrative expenses		11,752,478	7,855,123
		---------------	-------------
Operating loss	5	( 4,522,465)	( 5,050,695)

Interest payable and similar expenses	9	565,195	53,972
		---------------	-------------
Loss before taxation		( 5,087,660)	( 5,104,667)

Tax on loss	10	1,000,865	( 437,680)
		-------------	-------------
Loss for the financial period and total comprehensive income		( 6,088,525)	( 4,666,987)
		-------------	-------------

All the activities of the group are from continuing operations.

SESSIONS MARKET LIMITED

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

30 September 2024

	30 Sep 24	31 Mar 23
Note	£	£

Fixed assets

Intangible assets	12	1,594,577	305,115
Tangible assets	13	2,498,769	3,488,381
		-------------	-------------
		4,093,346	3,793,496

Current assets

Stocks	15	188,067	107,027
Debtors	16	819,868	1,543,732
Cash at bank and in hand		2,781,707	1,187,186
		-------------	-------------
		3,789,642	2,837,945

Creditors: amounts falling due within one year	17	3,718,602		2,322,884
		-------------		-------------
Net current assets			71,040	515,061
			-------------	-------------
Total assets less current liabilities			4,164,386	4,308,557

Creditors: amounts falling due after more than one year	18	2,583,246	139,824
		-------------	-------------
Net assets		1,581,140	4,168,733
		-------------	-------------

Capital and reserves

Called up share capital	21	409	362
Share premium account	22	13,973,327	10,447,422
Profit and loss account	22	( 12,392,596)	( 6,279,051)
		---------------	---------------
Shareholders funds		1,581,140	4,168,733
		---------------	---------------

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

These financial statements were approved by the board of directors and authorised for issue on 4 September 2025 , and are signed on behalf of the board by:

Mr I D Banks

Director

Company registration number: 11788160

SESSIONS MARKET LIMITED

COMPANY STATEMENT OF FINANCIAL POSITION

30 September 2024

	30 Sep 24	31 Mar 23
Note	£	£

Fixed assets

Intangible assets	12	930,372	188,751
Tangible assets	13	120,908	157,303
Investments	14	4	3
		-------------	----------
		1,051,284	346,057

Current assets

Debtors	16	7,244,795	6,825,022
Cash at bank and in hand		390,349	333,070
		-------------	-------------
		7,635,144	7,158,092

Creditors: amounts falling due within one year	17	1,743,377		512,560
		-------------		-------------
Net current assets			5,891,767	6,645,532
			-------------	-------------
Total assets less current liabilities			6,943,051	6,991,589

Creditors: amounts falling due after more than one year	18	2,473,077	27,071
		-------------	-------------
Net assets		4,469,974	6,964,518
		-------------	-------------

Capital and reserves

Called up share capital	21	409	362
Share premium account	22	13,973,327	10,447,422
Profit and loss account	22	( 9,503,762)	( 3,483,266)
		---------------	---------------
Shareholders funds		4,469,974	6,964,518
		---------------	---------------

The loss for the financial period of the parent company was £ 6,020,496 (2023: £ 2,256,940 ).

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

These financial statements were approved by the board of directors and authorised for issue on 4 September 2025 , and are signed on behalf of the board by:

Mr I D Banks

Director

Company registration number: 11788160

SESSIONS MARKET LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

		Called up share capital	Share premium account	Profit and loss account	Total
		£	£	£	£
At 1 April 2022		339	9,416,456	( 1,612,064)	7,804,731

Loss for the period				( 4,666,987)	( 4,666,987)
		----	-------------	-------------	-------------
Total comprehensive income for the period		–	–	( 4,666,987)	( 4,666,987)

Issue of shares		23	1,074,917	–	1,074,940
Transaction costs		–	( 43,951)	–	( 43,951)
		----	-------------	-------------	-------------
Total investments by and distributions to owners		23	1,030,966	–	1,030,989

At 31 March 2023		362	10,447,422	( 6,279,051)	4,168,733

Loss for the period				( 6,088,525)	( 6,088,525)
		----	--------------	-------------	-------------
Total comprehensive income for the period		–	–	( 6,088,525)	( 6,088,525)

Issue of shares		47	3,616,669	–	3,616,716
Dividends paid and payable	11	–	–	( 25,020)	( 25,020)
Transaction costs		–	( 90,764)	–	( 90,764)
		----	-------------	---------	-------------
Total investments by and distributions to owners		47	3,525,905	( 25,020)	3,500,932

		----	--------------	--------------	-------------
At 30 September 2024		409	13,973,327	( 12,392,596)	1,581,140
		----	--------------	--------------	-------------

SESSIONS MARKET LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total
	£	£	£	£
At 1 April 2022	339	9,416,456	( 1,226,326)	8,190,469

Loss for the period			( 2,256,940)	( 2,256,940)
	----	-------------	-------------	-------------
Total comprehensive income for the period	–	–	( 2,256,940)	( 2,256,940)

Issue of shares	23	1,074,917	–	1,074,940
Transaction costs	–	( 43,951)	–	( 43,951)
	----	-------------	-------------	-------------
Total investments by and distributions to owners	23	1,030,966	–	1,030,989

At 31 March 2023	362	10,447,422	( 3,483,266)	6,964,518

Loss for the period			( 6,020,496)	( 6,020,496)
	----	--------------	-------------	-------------
Total comprehensive income for the period	–	–	( 6,020,496)	( 6,020,496)

Issue of shares	47	3,616,669	–	3,616,716
Transaction costs	–	( 90,764)	–	( 90,764)
	----	-------------	----	-------------
Total investments by and distributions to owners	47	3,525,905	–	3,525,952

	----	--------------	-------------	-------------
At 30 September 2024	409	13,973,327	( 9,503,762)	4,469,974
	----	--------------	-------------	-------------

SESSIONS MARKET LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

	30 Sep 24	31 Mar 23
	£	£

Cash flows from operating activities

Loss for the financial period	( 6,088,525)	( 4,666,987)

Adjustments for:
Depreciation of tangible assets	783,408	355,399
Amortisation of intangible assets	177,088	18,442
Interest payable and similar expenses	565,195	53,972
Loss on disposal of tangible assets	677,318	254,123
Tax on loss	24,340	–
Accrued (income)/expenses	( 263,691)	453,775

Changes in:
Stocks	( 81,040)	( 52,519)
Trade and other debtors	723,864	( 355,308)
Trade and other creditors	1,036,697	210,587
	-------------	-------------
Cash generated from operations	( 2,445,346)	( 3,728,516)

Interest paid	( 565,195)	( 53,972)
	-------------	-------------
Net cash used in operating activities	( 3,010,541)	( 3,782,488)
	-------------	-------------

Cash flows from investing activities

Purchase of tangible assets	( 580,303)	( 1,452,356)
Proceeds from sale of tangible assets	109,189	( 26,490)
Purchase of intangible assets	( 1,466,550)	( 248,411)
Proceeds from sale of intangible assets	–	18,123
	-------------	-------------
Net cash used in investing activities	( 1,937,664)	( 1,709,134)
	-------------	-------------

Cash flows from financing activities

Proceeds from issue of ordinary shares	3,616,716	1,074,940
Payments of share issue costs	( 90,764)	( 43,951)
Proceeds from borrowings	3,041,794	50,091
Dividends paid	( 25,020)	–
	-------------	-------------
Net cash from financing activities	6,542,726	1,081,080
	-------------	-------------

Net increase/(decrease) in cash and cash equivalents	1,594,521	( 4,410,542)
Cash and cash equivalents at beginning of period	1,187,186	5,597,728
	-------------	-------------
Cash and cash equivalents at end of period	2,781,707	1,187,186
	-------------	-------------

SESSIONS MARKET LIMITED

NOTES TO THE FINANCIAL STATEMENTS

PERIOD FROM 1 APRIL 2023 TO 30 SEPTEMBER 2024

1. General information

The company is a private company limited by shares, registered in England and Wales. The address of the registered office is 8th Floor, 52 Grosvenor Gardens, London, SW1W 0AU.

2. Statement of compliance

These financial statements have been prepared in compliance with FRS 102, 'The Financial Reporting Standard applicable in the UK and the Republic of Ireland'.

3. Accounting policies

Basis of preparation

The financial statements have been prepared on the historical cost basis, as modified by the revaluation of certain financial assets and liabilities and investment properties measured at fair value through profit or loss.

The financial statements are prepared in sterling, which is the functional currency of the entity.

Going concern

The company's activities, together with factors likely to affect its future development, performance, and position are considered by the directors on an ongoing basis. The directors have performed stress testing of cash flow forecasts to take account of events that could impact the financial position of the company. As such, the directors have a reasonable expectation that the company has adequate resources to continue in operational existence for the foreseeable future. The validity of this assumption also depends upon the continuing support of the group undertakings and on funding from other external sources. If the company were unable to continue in operational existence for the foreseeable future, adjustment would have to be made to reduce the balance sheet values of the assets to their recoverable amounts, and to provide for further liabilities that might arise. The directors believe that it is appropriate for the financial statements to be prepared on the going concern basis.

Disclosure exemptions

The parent company satisfies the criteria of being a qualifying entity as defined in FRS 102. As such, advantage has been taken of the following reduced disclosures available under FRS 102:

(a) Disclosures in respect of each class of share capital have not been presented.

(b) No cash flow statement has been presented for the company.

(c) Disclosures in respect of financial instruments have not been presented.

(d) No disclosure has been given for the aggregate remuneration of key management personnel.

Consolidation

The financial statements consolidate the financial statements of Sessions Market Limited and all of its subsidiary undertakings.

The results of subsidiaries acquired or disposed of during the period are included from or to the date that control passes.

The parent company has applied the exemption contained in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account.

Judgements and key sources of estimation uncertainty

The preparation of the financial statements requires management to make judgements, estimates and assumptions that affect the amounts reported. These estimates and judgements are continually reviewed and are based on experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Significant judgements The judgements (apart from those involving estimations) that management has made in the process of applying the entity's accounting policies and that have the most significant effect on the amounts recognised in the financial statements are as follows: Useful lives of Fixed Assets Long-lived assets represent a significant proportion of total assets. The annual depreciation and amortisation charge depends on the estimated lives of each type of asset and, in certain circumstances, estimates of residual values. The directors regularly review these useful economic lives and change them if necessary to reflect current conditions. In determining these useful lives management consider technological change, pattern of consumption, physical condition and expected economic utilisation of of the assets. Changes in the useful lives can have a significant impact on the depreciation and amortisation charge for the financial year. Impairment of Assets An impairment provision is charged to reduce the carrying value of specific assets to the recoverable amount where impairment is considered to have occurred. Where the recoverable amount is greater than the carrying value no adjustment is made. The recoverable amount is the higher of the net realisable value and the value in use. Net realisable value is the amount at which an asset could be disposed of less any direct selling costs, and value in use is the present value of future cash flows obtainable as a result of the continued use of assets, including those resulting from an ultimate disposal.

Revenue recognition

Generally, revenue represents external sales (excluding taxes) of goods and services, net of discounts. Revenue is recognised to the extent that it is probable that the economic benefits will flow to the group and is measured at the fair value of consideration receivable, excluding discounts, rebates, and other sales taxes or duty relating to brewing and packaging of certain products.

Income tax

The taxation expense represents the aggregate amount of current and deferred tax recognised in the reporting period. Tax is recognised in profit or loss, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, tax is recognised in other comprehensive income or directly in equity, respectively. Current tax is recognised on taxable profit for the current and past periods. Current tax is measured at the amounts of tax expected to pay or recover using the tax rates and laws that have been enacted or substantively enacted at the reporting date.

Deferred tax is recognised in respect of all timing differences at the reporting date. Unrelieved tax losses and other 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. Deferred tax is measured using the tax rates and laws that have been enacted or substantively enacted by the reporting date that are expected to apply to the reversal of the timing difference.

Intangible assets

Intangible assets are initially recorded at cost, and are subsequently stated at cost less any accumulated amortisation and impairment losses. Any intangible assets carried at revalued amounts, are recorded at the fair value at the date of revaluation, as determined by reference to an active market, less any subsequent accumulated amortisation and subsequent accumulated impairment losses. Intangible assets acquired as part of a business combination are only recognised separately from goodwill when they arise from contractual or other legal rights, are separable, the expected future economic benefits are probable and the cost or value can be measured reliably.

Amortisation

Amortisation is calculated so as to write off the cost of an asset, less its estimated residual value, over the useful life of that asset as follows:

	Patents, trademarks and licences	-	10% straight line

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

Tangible assets

Tangible assets are initially recorded at cost, and subsequently stated at cost less any accumulated depreciation and impairment losses. Any tangible assets carried at revalued amounts are recorded at the fair value at the date of revaluation less any subsequent accumulated depreciation and subsequent accumulated impairment losses. An increase in the carrying amount of an asset as a result of a revaluation, is recognised in other comprehensive income and accumulated in equity, except to the extent it reverses a revaluation decrease of the same asset previously recognised in profit or loss. A decrease in the carrying amount of an asset as a result of revaluation, is recognised in other comprehensive income to the extent of any previously recognised revaluation increase accumulated in equity in respect of that asset. Where a revaluation decrease exceeds the accumulated revaluation gains accumulated in equity in respect of that asset, the excess shall be recognised in profit or loss.

Depreciation

Depreciation is calculated so as to write off the cost or valuation of an asset, less its residual value, over the useful economic life of that asset as follows:

Long leasehold property	-	Over the life of the lease
Plant and machinery	-	20% straight line
Equipment	-	33% straight line
Website	-	33% straight line

Investments

Fixed asset investments are initially recorded at cost, and subsequently stated at cost less any accumulated impairment losses.

Impairment of fixed assets

A review for indicators of impairment is carried out at each reporting date, with the recoverable amount being estimated where such indicators exist. Where the carrying value exceeds the recoverable amount, the asset is impaired accordingly. Prior impairments are also reviewed for possible reversal at each reporting date. For the purposes of impairment testing, when it is not possible to estimate the recoverable amount of an individual asset, an estimate is made of the recoverable amount of the cash-generating unit to which the asset belongs. The cash-generating unit is the smallest identifiable group of assets that includes the asset and generates cash inflows that largely independent of the cash inflows from other assets or groups of assets.

Stocks

Stocks are measured at the lower of cost and estimated selling price less costs to complete and sell. Cost includes all costs of purchase, costs of conversion and other costs incurred in bringing the stock to its present location and condition.

Financial instruments

A financial asset or a financial liability is recognised only when the entity becomes a party to the contractual provisions of the instrument. Basic financial instruments are initially recognised at the transaction price, unless the arrangement constitutes a financing transaction, where it is recognised at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. Debt instruments are subsequently measured at amortised cost.

Defined contribution plans

Contributions to defined contribution plans are recognised as an expense in the period in which the related service is provided. Prepaid contributions are recognised as an asset to the extent that the prepayment will lead to a reduction in future payments or a cash refund. When contributions are not expected to be settled wholly within 12 months of the end of the reporting date in which the employees render the related service, the liability is measured on a discounted present value basis. The unwinding of the discount is recognised as a finance cost in profit or loss in the period in which it arises.

4. Turnover

Turnover arises from:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Sale of goods	20,024,215	7,962,710
	---------------	-------------

The whole of the turnover is attributable to the principal activity of the group wholly undertaken in the United Kingdom.

5. Operating loss

Operating profit or loss is stated after charging:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Amortisation of intangible assets	177,088	18,442
Depreciation of tangible assets	783,408	355,399
Loss on disposal of tangible assets	677,318	254,123
	----------	----------

6. Auditor's remuneration

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Fees payable for the audit of the financial statements	8,000	7,500
	-------	-------

7. Staff costs

The average number of persons employed by the group during the period, including the directors, amounted to:

	30 Sep 24	31 Mar 23
	No.	No.
Production staff	153	161
Administrative staff	15	13
Management staff	9	9
	----	----
	177	183
	----	----

The aggregate payroll costs incurred during the period, relating to the above, were:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Wages and salaries	6,094,083	4,425,495
Social security costs	617,187	554,462
Other pension costs	158,758	149,338
	-------------	-------------
	6,870,028	5,129,295
	-------------	-------------

8. Directors' remuneration

The directors' aggregate remuneration in respect of qualifying services was:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Remuneration	572,917	343,860
Company contributions to defined contribution pension plans	80,924	62,992
	----------	----------
	653,841	406,852
	----------	----------

The number of directors who accrued benefits under company pension plans was as follows:

	30 Sep 24	31 Mar 23
	No.	No.
Defined contribution plans	3	3
	----	----

Remuneration of the highest paid director in respect of qualifying services:

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Aggregate remuneration	300,000	133,333
Company contributions to defined contribution pension plans	991	881
	----------	----------
	300,991	134,214
	----------	----------

9. Interest payable and similar expenses

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Interest payable	565,195	53,972
	----------	---------

10. Tax on loss

Major components of tax expense/(income)

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£

Current tax:

UK current tax income	24,340	–

Deferred tax:

Origination and reversal of timing differences	976,525	( 437,680)
	-------------	----------
Tax on loss	1,000,865	( 437,680)
	-------------	----------

Reconciliation of tax expense/(income)

The tax assessed on the loss on ordinary activities for the period is higher than (2023: higher than) the standard rate of corporation tax in the UK of 25 % (2023: 25 %).

	Period from
	1 Apr 23 to	Year to
	30 Sep 24	31 Mar 23
	£	£
Loss on ordinary activities before taxation	( 5,087,660)	( 5,104,667)
	-------------	-------------
Loss on ordinary activities by rate of tax	( 1,271,915)	( 1,276,167)
Utilisation of tax losses	24,340	–
Unused tax losses	1,271,915	1,276,167
Movement in deferred taxation	976,525	( 437,680)
	-------------	-------------
Tax on loss	1,000,865	( 437,680)
	-------------	-------------

11. Dividends

Dividends paid during the period (excluding those for which a liability existed at the end of the prior period):

	30 Sep 24	31 Mar 23
	£	£
Dividends paid from a subsidiary	25,020	–
	---------	----

12. Intangible assets

Group	Patents, trademarks and licences
	£
Cost
At 1 April 2023	325,940
Additions	1,466,550
	-------------
At 30 September 2024	1,792,490
	-------------
Amortisation
At 1 April 2023	20,825
Charge for the period	177,088
	-------------
At 30 September 2024	197,913
	-------------
Carrying amount
At 30 September 2024	1,594,577
	-------------
At 31 March 2023	305,115
	-------------

Company	Patents, trademarks and licences
	£
Cost
At 1 April 2023	203,416
Additions	805,512
	-------------
At 30 September 2024	1,008,928
	-------------
Amortisation
At 1 April 2023	14,665
Charge for the period	63,891
	-------------
At 30 September 2024	78,556
	-------------
Carrying amount
At 30 September 2024	930,372
	-------------
At 31 March 2023	188,751
	-------------

13. Tangible assets

Group	Land and buildings	Plant and machinery	Equipment	Website	Total
	£	£	£	£	£
Cost
At 1 April 2023	2,854,095	886,687	232,807	84,555	4,058,144
Additions	33,919	130,602	395,096	20,686	580,303
Disposals	( 638,109)	( 372,241)	( 53,251)	–	( 1,063,601)
	-------------	----------	----------	----------	-------------
At 30 September 2024	2,249,905	645,048	574,652	105,241	3,574,846
	-------------	----------	----------	----------	-------------
Depreciation
At 1 April 2023	251,759	210,765	77,957	29,282	569,763
Charge for the period	304,246	250,603	176,855	51,704	783,408
Disposals	( 136,627)	( 92,865)	( 47,602)	–	( 277,094)
	-------------	----------	----------	----------	-------------
At 30 September 2024	419,378	368,503	207,210	80,986	1,076,077
	-------------	----------	----------	----------	-------------
Carrying amount
At 30 September 2024	1,830,527	276,545	367,442	24,255	2,498,769
	-------------	----------	----------	----------	-------------
At 31 March 2023	2,602,336	675,922	154,850	55,273	3,488,381
	-------------	----------	----------	----------	-------------

Company	Land and buildings	Plant and machinery	Equipment	Website	Total
	£	£	£	£	£
Cost
At 1 April 2023	37,156	21,835	65,864	77,690	202,545
Additions	–	312	49,544	13,874	63,730
Disposals	–	–	( 1,464)	–	( 1,464)
	---------	---------	----------	---------	----------
At 30 September 2024	37,156	22,147	113,944	91,564	264,811
	---------	---------	----------	---------	----------
Depreciation
At 1 April 2023	3,941	2,687	11,616	26,999	45,243
Charge for the period	10,332	7,849	33,688	47,186	99,055
Disposals	–	–	( 395)	–	( 395)
	---------	---------	----------	---------	----------
At 30 September 2024	14,273	10,536	44,909	74,185	143,903
	---------	---------	----------	---------	----------
Carrying amount
At 30 September 2024	22,883	11,611	69,035	17,379	120,908
	---------	---------	----------	---------	----------
At 31 March 2023	33,215	19,148	54,248	50,691	157,302
	---------	---------	----------	---------	----------

14. Investments

The group has no investments.

Company	Shares in group undertakings
	£
Cost
At 1 April 2023	3
Additions	1
	----
At 30 September 2024	4
	----
Impairment
At 1 April 2023 and 30 September 2024	–
	----

Carrying amount
At 30 September 2024	4
	----
At 31 March 2023	3
	----

Subsidiaries, associates and other investments

Details of the investments in which the parent company has an interest of 20% or more are as follows:

	Class of share	Percentage of shares held
Subsidiary undertakings
Sessions Brands Limited	Ordinary	100
Sessions Accelerator Limited	Ordinary	100
Sessions Kitchens Limited	Ordinary	100
Shelter Hall Limited	Ordinary	100
Sessions CK Limited	Ordinary	100
Blue Taco Limited	Ordinary	70
Fareground Limited	Ordinary	75
Chickchickcrew Limited	Ordinary	51
Eat Drink Retro Limited	Ordinary	75
Sessions OSH Limited	Ordinary	100
Sessions Manchester Limited	Ordinary	100
Sessions Bournemouth Limited	Ordinary	100
Sessions HSK Limited	Ordinary	100
Sessions Brands 10 Limited	Ordinary	100
Patty Guy Limited	Ordinary	51
Sessions Brands 12 Limited	Ordinary	100
Sessions Brands 13 Limited	Ordinary	100
Sessions Tech Limited	Ordinary	100
Sessions Brands 15 Limited	Ordinary	100

The above companies were incorporated in the United Kingdom. The companies registered office is 8th Floor, 52 Grosvenor Gardens, London, SW1W 0AU.

15. Stocks

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Raw materials and consumables	188,067	107,027	–	–
	----------	----------	----	----

16. Debtors

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Trade debtors	94,594	77,831	550	11,701
Amounts owed by group undertakings	–	–	6,901,520	5,609,750
Deferred tax asset	–	976,525	–	976,525
Prepayments and accrued income	527,609	243,271	274,741	172,686
Other debtors	197,665	246,105	67,984	54,360
	----------	-------------	-------------	-------------
	819,868	1,543,732	7,244,795	6,825,022
	----------	-------------	-------------	-------------

17. Creditors: amounts falling due within one year

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Bank loans and overdrafts	818,193	219,821	776,923	92,946
Trade creditors	436,356	534,687	90,626	99,570
Amounts owed to group undertakings	–	–	417,226	–
Accruals and deferred income	474,906	738,597	271,648	316,296
Corporation tax	24,340	–	–	–
Social security and other taxes	351,292	98,859	145,009	197
Other creditors	1,613,515	730,920	41,945	3,551
	-------------	-------------	-------------	----------
	3,718,602	2,322,884	1,743,377	512,560
	-------------	-------------	-------------	----------

18. Creditors: amounts falling due after more than one year

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Bank loans and overdrafts	2,583,246	139,824	2,473,077	27,071
	-------------	----------	-------------	---------

On 3 October 2023 fixed and floating charges were created over all the assets of the company. The bank loans are secured with these charges.

19. Deferred tax

The deferred tax included in the statement of financial position is as follows:

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Included in debtors (note 16)	–	976,525	–	976,525
	----	----------	----	----------

The deferred tax account consists of the tax effect of timing differences in respect of:

	Group		Company
	30 Sep 24	31 Mar 23	30 Sep 24	31 Mar 23
	£	£	£	£
Unused tax losses	–	( 976,525)	–	( 976,525)
	----	----------	----	----------

20. Employee benefits

Defined contribution plans

The amount recognised in profit or loss as an expense in relation to defined contribution plans was £ 158,758 (2023: £ 149,338 ).

21. Called up share capital

Issued, called up and fully paid

	30 Sep 24		31 Mar 23
	No.	£	No.	£
Ordinary A shares of £ 0.001 each	56,250	56	56,250	56
Ordinary B shares of £ 0.001 each	166,127	166	156,606	157
Ordinary C shares of £ 0.001 each	142,707	143	105,075	105
Deferred shares of £ 0.001 each	43,750	44	43,750	44
	----------	----	----------	----
	408,834	409	361,681	362
	----------	----	----------	----

Shares issued On 9 June 2023 6,500 Ordinary B shares were issued. Total consideration was £6.50. The premium of £nil has been credited to the share premium account. On 15 June 2023 3,926 Ordinary C shares were issued. Total consideration was £331,982.56. The premium of £331,978.63 has been credited to the share premium account. On 28 March 2024 30,463 Ordinary C shares were issued. Total consideration was £2,967,096.20. The premium of £2,967,065.74 has been credited to the share premium account. On 5 April 2024 450 Ordinary C shares were issued. Total consideration was £43,830.00. The premium of £43,829.55 has been credited to the share premium account. On 17 April 2024 2,793 Ordinary C shares were issued. Total consideration was £272,038.20. The premium of £272,035.41 has been credited to the share premium account. On 14 May 2024 2,974 Ordinary B shares were issued. Total consideration was £674.30. The premium of £671.32 has been credited to the share premium account. On 20 May 2024 47 Ordinary B shares were issued. Total consideration was £1,088.05. The premium of £1,088.00 has been credited to the share premium account.

Options and warrants granted but unexercised as at 30th September 2024 Type of Shares Number shares Price Payable B ordinary shares 66,036 £1,341,771.10 Note 1 C ordinary shares 1,036 £79,927.40 Note 2 Note 1 - Share Options which are exercisable upon an exit event or as approved by the Board of Directors. Note 2 - Warrants which are exercisable at any time prior to the earlier of (i) an exit event and (ii) 31st July 2033.

22. Reserves

Share premium account - This reserve records the amount above the nominal value received for shares sold, less transaction costs. Profit and loss account - This reserve records retained earnings and accumulated losses.

23. Analysis of changes in net debt

	At 1 Apr 2023	Cash flows	At 30 Sep 2024
	£	£	£
Cash at bank and in hand	1,187,186	1,594,521	2,781,707
Debt due within one year	(219,821)	(598,372)	(818,193)
Debt due after one year	(139,824)	(2,443,422)	(2,583,246)
	-------------	-------------	-------------
	827,541	( 1,447,273)	( 619,732)
	-------------	-------------	-------------