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REGISTERED NUMBER: SC526453 (Scotland)















STELLAR RESTAURANTS LTD

Strategic Report, Report of the Director and

Financial Statements for the Year Ended 31 December 2024






STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)






Contents of the Financial Statements
for the year ended 31 December 2024




Page

Company Information 1

Strategic Report 2 to 3

Report of the Director 4 to 5

Report of the Independent Auditors 6 to 8

Income Statement 9

Other Comprehensive Income 10

Statement of Financial Position 11 to 12

Statement of Changes in Equity 13

Statement of Cash Flows 14

Notes to the Statement of Cash Flows 15

Notes to the Financial Statements 16 to 25


STELLAR RESTAURANTS LTD

Company Information
for the year ended 31 December 2024







Director: W G Angus





Registered office: 99 Gorgie Park Road
Edinburgh
EH11 2QL





Registered number: SC526453 (Scotland)





Auditors: Cooper Parry Group Limited
Statutory Auditor
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Strategic Report
for the year ended 31 December 2024

The director presents his strategic report for the year ended 31 December 2024.

Review of business
The company operates four McDonald's franchised restaurants in the greater Edinburgh area employing over 390 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 liabilities position, the strength of the business remains strong and the directors consider the company to have adequate resources to meet liabilities as they fall due.

Key performance indicators
We consider our key financial performance indicators are those that communicate the financial performance and strength of the company as a whole, including turnover and gross profit margin.

Sales for the year amounted to £16.14 million, an increase of £3.92 million from 2023 giving an overall sales increase of approximately 32.06%. The growth in sales is predominantly due to a full year of trading from store 272 which was acquired in November 2023.

The gross profit margin is 64.76% compared to 63.22% in 2023 and is in line with expectations.

Future developments
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 in, 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.


STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Strategic Report
for the year ended 31 December 2024

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.

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.

On behalf of the board:





W G Angus - Director


25 September 2025

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Report of the Director
for the year ended 31 December 2024

The director presents his report with the financial statements of the company for the year ended 31 December 2024.

Principal activity
The principal activity of the company in the year under review was that of the operation of McDonald's franchised restaurants.

Dividends
An interim dividend of £10,000 per share was paid on 5 April 2024. The director recommends that no final dividend be paid.

The total distribution of dividends for the year ended 31 December 2024 will be £ 10,000 .

Events since the end of the year
Information relating to events since the end of the year is given in the notes to the financial statements.

Director
W G Angus held office during the whole of the period from 1 January 2024 to the date of this report.

Going concern
The directors have evaluated the company's ability to continue as a going concern, taking into account current economic conditions, industry-wide challenges, and internal financial forecasts. This evaluation included a detailed review of forecasted trading performance and working capital requirements.

As outlined in the Strategic Report, trading conditions remain difficult, compounded by ongoing economic uncertainty in the UK driven by elevated inflation, interest rates, and energy costs. In response, the franchisor introduced a series of commercial initiatives across the franchise network in 2025 aimed at enhancing profitability and cash flow. These measures have led to an improvement in gross profit margins, and the company is forecasting an improved financial position for the year ending 31 December 2025 and beyond.

The directors acknowledge that the company was in a net current liabilities position at the balance sheet date. This was not unexpected as it is common for franchises to take several years to recover their initial investment, and the business model is structured to support long-term growth rather than short-term returns.

Included within creditors due within one year is £680k relating to bank loans. Although these loans are scheduled to be repaid over a period of 6 years, the company was unable to meet the debt service coverage covenant at the balance sheet date. As a result, the loans have been classified as repayable on demand. Nevertheless, the company has fulfilled all scheduled repayments to date, and the bank has not taken any action in response to the covenant breach. Historically, the bank has remained supportive provided repayments continue as agreed, and the directors are confident that the company has sufficient cash flow to meet its obligations.

The majority of the trade creditor balance is owed to the franchisor, McDonald's, who has previously demonstrated flexibility and support, including the provision of extended credit terms when necessary.

Considering the continued support from stakeholders and the company's financial forecasts, the directors have a reasonable expectation that the company has adequate resources to continue to operate for at least twelve months from the date of approval of these financial statements and continue to adopt the going concern basis in preparing the financial statements. However, given that there is a material uncertainty surrounding the banks continued support whilst the company remains in breach of its bank covenants, there is a material uncertainty that may cast doubt on the company's ability to continue as a going concern.

Employment of disabled persons
The company operates a policy of giving full & fair consideration to employment applications from disabled persons.

Provision of information to employees
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 to 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.


STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Report of the Director
for the year ended 31 December 2024

Statement of director's responsibilities
The director is responsible for preparing the Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is required to:

- select suitable accounting policies and then apply them consistently;
- make judgements and accounting estimates that are reasonable and prudent;
- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the company will continue in business.

The director is 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 him to ensure that the financial statements comply with the Companies Act 2006. He is 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 as to disclosure of information to auditors
So far as the director is aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the company's auditors are unaware, and he has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

Auditors
The auditors, Cooper Parry Group Limited, are deemed appointed under Section 487(2) of the Companies Act 2006.

On behalf of the board:





W G Angus - Director


25 September 2025

Report of the Independent Auditors to the Members of
Stellar Restaurants Ltd

Opinion
We have audited the financial statements of Stellar Restaurants Ltd (the 'company') for the year ended 31 December 2024 which comprise the Income Statement, Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Statement of Cash Flows, Notes to the Financial Statements, 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 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 loss for the year then ended;
-have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
-have been prepared in accordance with the requirements of the Companies Act 2006.

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

Material uncertainty related to going concern
We draw attention to Note 2 in the financial statements, which indicates that the company was in breach of its loan covenants as at 31 December 2024. As stated in Note 2, these events or conditions, along with other matters as set forth in Note 2, indicate that a material uncertainty exists that may cast significant doubt on the company's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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.

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 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 the audit:
- the information given in the Strategic Report and the Report of the Director for the financial year for which the financial statements are prepared is consistent with the financial statements; and
- the Strategic Report and the Report of the Director 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 company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Report of the Director.

We have nothing to report in respect of the following matters where 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 director's remuneration specified by law are not made; or
- we have not received all the information and explanations we require for our audit.

Report of the Independent Auditors to the Members of
Stellar Restaurants Ltd


Responsibilities of director
As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the company or to cease operations, or has no realistic alternative but to do so.

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

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

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 the company and the industry in which it operates and considered the risk of acts by the company that were contrary to applicable laws and regulations, including fraud. We discussed amongst the audit team the identified laws and regulations and remained alert to any indications of non-compliance.

Based on our understanding of the industry, we identified that the principal risks of non-compliance with laws and regulations related to breaches of health and safety, including food hygiene. We considered the extent to which non-compliance with these laws and regulations might have a material effect on the financial statements.

We also considered those laws and regulations that have a direct impact on the preparation of the financial statements, such as the Companies Act 2006 and UK tax legislation.

Our procedures in relation to fraud, included but were not limited to: inquiries of management whether they have any knowledge of any actual, suspected or alleged fraud, and discussions amongst the audit team regarding risk of fraud such as opportunities for fraudulent manipulation of financial statements. We determined that the principal risks related to posting manual journal entries to manipulate financial performance and management bias through judgements in accounting estimates and challenged the assumptions and judgements made by management in its significant accounting estimates. We also addressed the risk of management override of internal controls, including testing journals and evaluating whether there was evidence of bias by the directors that represented a risk of material misstatement due to fraud. Our tests included agreeing the financial statement disclosures to underlying supporting documentation.

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

In assessing the potential risks of material misstatement we obtained an understanding of; the entities operations, including the nature of its revenue sources and services and of its objectives and strategies to understand the classes of transactions, account balances, expected financial statement disclosures and business risks that may result in risks of material misstatement.

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 Report of the Auditors.

Other matters
The financial statements for the prior period were not audited. Accordingly, the comparative figures presented in these financial statements are unaudited and have not been subject to audit procedures. Our audit opinion is not modified in respect of this matter.

Report of the Independent Auditors to the Members of
Stellar Restaurants Ltd


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 a Report of the Auditors 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.




Nicola Pearson FCA (Senior Statutory Auditor)
for and on behalf of Cooper Parry Group Limited
Statutory Auditor
New Derwent House
69-73 Theobalds Road
London
WC1X 8TA

26 September 2025

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Income Statement
for the year ended 31 December 2024

2024 2023
Notes £ £

Turnover 3 16,139,307 12,220,848

Cost of sales (5,688,229 ) (4,494,283 )
Gross profit 10,451,078 7,726,565

Administrative expenses (10,687,862 ) (7,602,176 )
Operating (loss)/profit 5 (236,784 ) 124,389

Interest receivable and similar income 3,308 2,820
(233,476 ) 127,209

Interest payable and similar expenses 6 (89,413 ) (55,125 )
(Loss)/profit before taxation (322,889 ) 72,084

Tax on (loss)/profit 7 84,504 (50,420 )
(Loss)/profit for the financial year (238,385 ) 21,664

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Other Comprehensive Income
for the year ended 31 December 2024

2024 2023
Notes £ £

(Loss)/profit for the year (238,385 ) 21,664


Other comprehensive income - -
Total comprehensive income for the year (238,385 ) 21,664

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Statement of Financial Position
31 December 2024

2024 2023
Notes £ £ £ £
Fixed assets
Intangible assets 9 568,100 620,040
Tangible assets 10 935,168 1,127,488
Investments 11 5,000 5,000
1,508,268 1,752,528

Current assets
Stocks 12 82,501 80,476
Debtors 13 195,807 111,635
Cash at bank and in hand 732,543 1,044,329
1,010,851 1,236,440
Creditors
Amounts falling due within one year 14 2,658,457 2,116,215
Net current liabilities (1,647,606 ) (879,775 )
Total assets less current liabilities (139,338 ) 872,753

Creditors
Amounts falling due after more than one year 15 - (679,202 )

Provisions for liabilities 19 (37,733 ) (122,237 )
Net (liabilities)/assets (177,071 ) 71,314

Capital and reserves
Called up share capital 20 1 1
Retained earnings 21 (177,072 ) 71,313
Shareholders' funds (177,071 ) 71,314

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Statement of Financial Position - continued
31 December 2024


The financial statements were approved by the director and authorised for issue on 25 September 2025 and were signed by:





W G Angus - Director


STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Statement of Changes in Equity
for the year ended 31 December 2024

Called up
share Retained Total
capital earnings equity
£ £ £
Balance at 1 January 2023 1 73,649 73,650

Changes in equity
Dividends - (24,000 ) (24,000 )
Total comprehensive income - 21,664 21,664
Balance at 31 December 2023 1 71,313 71,314

Changes in equity
Dividends - (10,000 ) (10,000 )
Total comprehensive income - (238,385 ) (238,385 )
Balance at 31 December 2024 1 (177,072 ) (177,071 )

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Statement of Cash Flows
for the year ended 31 December 2024

2024 2023
Notes £ £
Cash flows from operating activities
Cash generated from operations 1 158,969 923,641
Interest paid (89,413 ) (55,125 )
Tax paid - (2,777 )
Net cash from operating activities 69,556 865,739

Cash flows from investing activities
Purchase of intangible fixed assets - (169,551 )
Purchase of tangible fixed assets (131,061 ) (730,404 )
Purchase of fixed asset investments - (1,250 )
Interest received 3,308 2,820
Net cash from investing activities (127,753 ) (898,385 )

Cash flows from financing activities
New loans in year - 585,000
Loan repayments in year (278,199 ) (226,839 )
Amount introduced by directors 10,000 24,000
Amount withdrawn by directors 24,610 (24,000 )
Equity dividends paid (10,000 ) -
Net cash from financing activities (253,589 ) 358,161

(Decrease)/increase in cash and cash equivalents (311,786 ) 325,515
Cash and cash equivalents at beginning of year 2 1,044,329 718,814

Cash and cash equivalents at end of year 2 732,543 1,044,329

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Statement of Cash Flows
for the year ended 31 December 2024

1. Reconciliation of (loss)/profit before taxation to cash generated from operations

2024 2023
£ £
(Loss)/profit before taxation (322,889 ) 72,084
Depreciation charges 375,321 304,309
Finance costs 89,413 55,125
Finance income (3,308 ) (2,820 )
138,537 428,698
Increase in stocks (2,025 ) (34,109 )
Increase in trade and other debtors (84,172 ) (35,632 )
Increase in trade and other creditors 106,629 564,684
Cash generated from operations 158,969 923,641

2. Cash and cash equivalents

The amounts disclosed on the Statement of Cash Flows in respect of cash and cash equivalents are in respect of these Statement of Financial Position amounts:

Year ended 31 December 2024
31/12/24 1/1/24
£ £
Cash and cash equivalents 732,543 1,044,329
Year ended 31 December 2023
31/12/23 1/1/23
£ £
Cash and cash equivalents 1,044,329 718,814


3. Analysis of changes in net funds/(debt)

At 1/1/24 Cash flow At 31/12/24
£ £ £
Net cash
Cash at bank and in hand 1,044,329 (311,786 ) 732,543
1,044,329 (311,786 ) 732,543
Debt
Debts falling due within 1 year (278,808 ) (401,003 ) (679,811 )
Debts falling due after 1 year (679,202 ) 679,202 -
(958,010 ) 278,199 (679,811 )
Total 86,319 (33,587 ) 52,732

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements
for the year ended 31 December 2024

1. Statutory information

Stellar Restaurants Ltd is a private company, limited by shares , registered in Scotland. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).


2. Accounting policies

Basis of preparing the financial statements
These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006. The financial statements have been prepared under the historical cost convention.

Going concern
The directors have evaluated the company's ability to continue as a going concern, taking into account current economic conditions, industry-wide challenges, and internal financial forecasts. This evaluation included a detailed review of forecasted trading performance and working capital requirements.

As outlined in the Strategic Report, trading conditions remain difficult, compounded by ongoing economic uncertainty in the UK driven by elevated inflation, interest rates, and energy costs. In response, the franchisor introduced a series of commercial initiatives across the franchise network in 2025 aimed at enhancing profitability and cash flow. These measures have led to an improvement in gross profit margins, and the company is forecasting an improved financial position for the year ending 31 December 2025 and beyond.

The directors acknowledge that the company was in a net current liabilities position at the balance sheet date. This was not unexpected as it is common for franchises to take several years to recover their initial investment, and the business model is structured to support long-term growth rather than short-term returns.

Included within creditors due within one year is £680k relating to bank loans. Although these loans are scheduled to be repaid over a period of 6 years, the company was unable to meet the debt service coverage covenant at the balance sheet date. As a result, the loans have been classified as repayable on demand. Nevertheless, the company has fulfilled all scheduled repayments to date, and the bank has not taken any action in response to the covenant breach. Historically, the bank has remained supportive provided repayments continue as agreed, and the directors are confident that the company has sufficient cash flow to meet its obligations.

The majority of the trade creditor balance is owed to the franchisor, McDonald's, who has previously demonstrated flexibility and support, including the provision of extended credit terms when necessary.

Considering the continued support from stakeholders and the company's financial forecasts, the directors have a reasonable expectation that the company has adequate resources to continue to operate for at least twelve months from the date of approval of these financial statements and continue to adopt the going concern basis in preparing the financial statements. However, given that there is a material uncertainty surrounding the banks continued support whilst the company remains in breach of its bank covenants, there is a material uncertainty that may cast doubt on the company's ability to continue as a going concern.

Turnover
Revenue from the sale of goods is recognised when the significant risks and rewards of ownership of the goods have transferred to the buyer, usually at the point of sale, the amount of revenue can be reliably measured, it is probable that the associated economic benefits will flow to the entity and the costs incurred or to be incurred in respect of the transactions can be reliably measured.

Franchise rights and fees
Franchise rights, being the amounts paid on acquisition of restaurants, are being written off evenly over the terms of the franchise agreements or, in the case of restaurants acquired mid term, written off over 20 years. The 20 year write off period for any restaurants purchased mid term is on the basis that, on expiry of the existing 20 year franchise agreements, the company will be granted a further 20 year term. The franchisor operates a formal "new term process" which sets out requirements for granting of a new term and the director does not anticipate any difficulty in meeting these requirements.

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

2. Accounting policies - continued

Tangible fixed assets
Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.
Short leasehold - at varying rates on cost
Restaurant equipment - at varying rates on cost
Fixtures and fittings - at varying rates on cost
Computer equipment - at varying rates on cost

Stocks
Stocks are valued at the lower of cost and net realisable value, after making due allowance for obsolete and slow moving items.

Cash at bank and in hand
Cash at bank and in hand are basic financial assets comprising of cash in hand, demand deposits with bank, other short-term liquid investments with original maturities of three months or less and bank overdrafts. Bank overdrafts are shown within current liabilities.

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

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the statement of financial position date.

Deferred tax
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the statement of financial position date.

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

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

Hire purchase and leasing commitments
Rentals paid under operating leases are charged to profit or loss on a straight line basis over the period of the lease.

Pension costs and other post-retirement benefits
The company operates a defined contribution pension scheme. Contributions payable to the company's pension scheme are charged to profit or loss in the period to which they relate.

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

2. Accounting policies - continued

Impairment of fixed assets
At each reporting 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 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 each 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.

Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted cost of the future holiday entitlement so accrued at the Balance Sheet date.

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

2. Accounting policies - continued

Financial instruments
The Company only enters into basic financial instruments that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in non-puttable ordinary shares.

For financial assets measured at amortised cost, the impairment cost is measured at the difference between an asset's carrying amount and the present value of estimated cash flows discounted at the assets effective interest rate. If the financial asset has a variable interest rate, the discount rate for measuring any impairment loss is the current effective interest rate determined under the contract.

For assets measured at cost less impairment, the impairment loss is measured as the difference between an asset's carrying amount and best estimate, which is an approximation of the amount that the Company would receive for the asset if it were to be sold at the balance sheet date.

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

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

Dividends
Equity dividends are recognised when they legally become payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

Judgements in applying accounting policies and key sources of estimation uncertainty
In the process of applying the company's accounting policies, management are required to make certain estimates and judgements. The key estimates and judgements are as follows:

Depreciation and residual values
The director has reviewed the asset lives and associated residual values of all fixed asset classes, and has concluded that asset lives and residual values are appropriate

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.

Holiday pay accrual
A liability is recognised to the extent of any unused holiday pay entitlement which is accrued at the Balance Sheet date and carried forward to future periods. This is measured at the undiscounted cost of the future holiday entitlement so accrued at the Balance Sheet date.

3. Turnover

The turnover and loss (2023 - profit) before taxation are attributable to the one principal activity of the company.

An analysis of turnover by class of business is given below:

2024 2023
£ £
Food 15,927,834 12,015,184
Non product 211,473 205,664
16,139,307 12,220,848

The whole of turnover is derived from the United Kingdom.

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

4. Employees and directors
2024 2023
£ £
Wages and salaries 5,226,353 3,795,617
Social security costs 276,046 175,971
Other pension costs 91,331 56,035
5,593,730 4,027,623

The average number of employees during the year was as follows:
2024 2023

Crew labour 377 273
Management labour 18 14
395 287

2024 2023
£ £
Director's remuneration 12,856 12,856
Director's pension contributions to money purchase schemes 7,500 6,169

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes 1 1

5. Operating (loss)/profit

The operating loss (2023 - operating profit) is stated after charging:

2024 2023
£ £
Other operating leases 682,116 542,561
Depreciation - owned assets 323,381 259,433
Franchise rights amortisation 47,440 41,626
Franchise fees amortisation 4,500 3,250
Auditors' remuneration 7,750 -
Other non- audit services 7,255 5,450

6. Interest payable and similar expenses
2024 2023
£ £
Bank loan interest 54,413 30,097
Other interest - 28
Loan interest 35,000 25,000
89,413 55,125

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

7. Taxation

Analysis of the tax (credit)/charge
The tax (credit)/charge on the loss for the year was as follows:
2024 2023
£ £
Deferred tax (84,504 ) 50,420
Tax on (loss)/profit (84,504 ) 50,420

UK corporation tax has been charged at 25% (2023 - 25%).

Reconciliation of total tax (credit)/charge included in profit and loss
The tax assessed for the year is lower than the standard rate of corporation tax in the UK. The difference is explained below:

2024 2023
£ £
(Loss)/profit before tax (322,889 ) 72,084
(Loss)/profit multiplied by the standard rate of corporation tax in the UK of 25%
(2023 - 25%)

(80,722

)

18,021

Effects of:
Expenses not deductible for tax purposes 14 (4,747 )
Capital allowances in excess of depreciation - (106,396 )
Utilisation of tax losses - 93,122
Adjustments to tax charge in respect of previous periods 11,137 -
Fixed asset differences (14,933 ) -
Deferred tax provision - 50,420
Total tax (credit)/charge (84,504 ) 50,420

Deferred tax has been calculated at 25% (2023 - 25%).

8. Dividends
2024 2023
£ £
Ordinary share of £1
Interim 10,000 24,000

9. Intangible fixed assets
Franchise Franchise
rights fees Totals
£ £ £
Cost
At 1 January 2024
and 31 December 2024 783,889 87,875 871,764
Amortisation
At 1 January 2024 238,474 13,250 251,724
Amortisation for year 47,440 4,500 51,940
At 31 December 2024 285,914 17,750 303,664
Net book value
At 31 December 2024 497,975 70,125 568,100
At 31 December 2023 545,415 74,625 620,040

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

10. Tangible fixed assets
Fixtures
Short Restaurant and Computer
leasehold equipment fittings equipment Totals
£ £ £ £ £
Cost
At 1 January 2024 7,889 2,380,665 114,760 7,634 2,510,948
Additions - 123,047 8,014 - 131,061
At 31 December 2024 7,889 2,503,712 122,774 7,634 2,642,009
Depreciation
At 1 January 2024 2,642 1,286,355 91,276 3,187 1,383,460
Charge for year 423 308,515 13,493 950 323,381
At 31 December 2024 3,065 1,594,870 104,769 4,137 1,706,841
Net book value
At 31 December 2024 4,824 908,842 18,005 3,497 935,168
At 31 December 2023 5,247 1,094,310 23,484 4,447 1,127,488

11. Fixed asset investments
Unlisted
investments
£
Cost
At 1 January 2024
and 31 December 2024 5,000
Net book value
At 31 December 2024 5,000
At 31 December 2023 5,000

Fixed asset investments consists of 5,000 (2023 - 5,000) ordinary shares of £1 each in Fries Holding Company Limited, a company registered in Guernsey. The investments are included in the accounts at cost.

12. Stocks
2024 2023
£ £
Food 63,017 58,986
Paper 16,047 15,669
Non product 3,437 5,821
82,501 80,476

13. Debtors: amounts falling due within one year
2024 2023
£ £
Trade debtors 794 2,480
Other debtors 81,319 54,908
Prepayments 113,694 54,247
195,807 111,635

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

14. Creditors: amounts falling due within one year
2024 2023
£ £
Bank loans and overdrafts (see note 16) 679,811 278,808
Trade creditors 452,373 451,035
Social security and other taxes 56,903 71,469
VAT 520,521 458,558
Other creditors 368,546 263,685
Directors' current accounts 382,930 430,305
Accrued expenses 197,373 162,355
2,658,457 2,116,215

15. Creditors: amounts falling due after more than one year
2024 2023
£ £
Bank loans (see note 16) - 679,202

16. Loans

An analysis of the maturity of loans is given below:

2024 2023
£ £
Amounts falling due within one year or on demand:
Bank loans < 1 year 679,811 278,808

Amounts falling due between one and two years:
Bank loans - 1-2 years - 266,529

Amounts falling due between two and five years:
Bank loans - 2-5 years - 412,673

The loans are due for repayment in equal monthly instalments with terms as stated above. They are unsecured with interest charged at rates between 1.2% and 1.6% above the Bank of England base rate.

The loan balance includes five loans from HSBC which contain a covenant in respect of debt service coverage. If adjusted cashflow falls below 100% of debt service, the bank has the right to default the loan.

Whilst the company was able to fulfill all of its loan repayment obligations, it was unable to meet the debt servicing requirements during the year ended 31 December 2024.

17. Leasing agreements

Minimum lease payments under non-cancellable operating leases fall due as follows:
2024 2023
£ £
Within one year 236,054 235,620
Between one and five years 589,330 676,764
In more than five years 910,406 1,048,062
1,735,790 1,960,446

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

17. Leasing agreements - continued

Lease payments recognised as an expense in the year totalled £682,116 (2023 - £542,561).

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.

18. Financial instruments

Financial Assets 2024 2023
£    £   
Financial assets as an equity instrument 5,000 5,000
Financial assets that are debt instruments measured at amortised cost 814,656 1,101,717
819,656 1,106,717


Financial Liabilities 2,081,033 2,265,390
2,081,033 2,265,390

19. Provisions for liabilities
2024 2023
£ £
Deferred tax 37,733 122,237

Deferred tax
£
Balance at 1 January 2024 122,237
Provided during year (84,504 )
Balance at 31 December 2024 37,733

20. Called up share capital

Allotted, issued and fully paid:
Number: Class: Nominal 2024 2023
value: £ £
1 Ordinary £1 1 1

21. Reserves
Retained
earnings
£

At 1 January 2024 71,313
Deficit for the year (238,385 )
Dividends (10,000 )
At 31 December 2024 (177,072 )

22. Related party disclosures

During the year, total dividends of £10,000 (2023 - £24,000) were paid to the director .

STELLAR RESTAURANTS LTD (REGISTERED NUMBER: SC526453)

Notes to the Financial Statements - continued
for the year ended 31 December 2024

22. Related party disclosures - continued

As at the balance sheet date, the balance owed to the director Mr W G Angus from the company amounts to £382,930 (2023 - £430,306).

The accounts include interest payable to Mr W G Angus of £35,000 (2023 - £25,000) being a rate of interest of 9.14%.

Key management personnel remuneration is disclosed under note 4 of the notes to the financial statements.

23. Post balance sheet events

After the reporting date, the company purchased two new stores, store 1229 for a consideration of £1.7million and store 1539 under a business facilities lease.

24. Ultimate controlling party

The ultimate controlling party is W G Angus.