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Registered number: 07887202










THE WOLSELEY HOSPITALITY GROUP LIMITED










DIRECTORS' REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
COMPANY INFORMATION


Directors
E Rajakarier 
W Heinecke 
S Chojnacki 
K Chantikul 




Registered number
07887202



Registered office
157-160 Piccadilly

London

W1J 9EB




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 

CONTENTS



Page
Strategic Report
1 - 4
Directors' Report
5 - 7
Independent Auditors' Report
8 - 11
Statement of Comprehensive Income
12
Statement of Financial Position
13
Statement of Changes in Equity
14
Notes to the Financial Statements
15 - 28


 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction
 
The directors present their Strategic Report together with the audited financial statements for the year ended 31 December 2024.

Principal activities

The principal activity of The Wolseley Hospitality Group Limited (the ''Company'') continued to be that of an intermediate holding company for The Wolseley Hospitality Group Holdings Limited (the ''Group'').
 
The Company, as was the case in the prior year, continued to comprise of the head office function of the Group as well as operating Soutine, a Parisian café-restaurant in St John’s Wood.
 
Manzi’s, a seafood restaurant located in Soho, and The Wolseley City, located on King William Street, were both opened in the prior year with both operations included in the Company. These financial statements comprise their first full year of trading.       

Business review
 
Year on year, Company revenue increased by 85% to £10.8m due to the full year trading of Manzi’s and The Wolseley City.
 
The directors are grateful for the support of loyal guests and are proud of hard-working colleagues in what has been a positive trading year despite the backdrop of external challenges the business has faced from the cost of living crisis impacting discretionary consumer spend, inflation on the supply side, geopolitical uncertainty and increased national minimum wage impacting labour margins.

Key Performance Indicators ("KPIs")

The executive management team reviews detailed weekly and monthly information covering a range of financial and non-financial performance indicators at a location level as well as on a group basis. Details of these KPIs can be found in the financial statements for The Wolseley Hospitality Group Holdings Limited.  

Principal risks and uncertainties
 
The assessment of risks faced by the Company and the development of strategies for dealing with these risks is carried out on an ongoing basis. The risk management process seeks to enable the early identification, evaluation and effective management of the key risks facing the business at an operational level and to operate internal controls, which adequately mitigate these risks. The Company regularly assesses its risk management activities to ensure good practice in all areas.
The directors have identified the following principal risks and uncertainties that could have the most significant impact on the Company's value generation:
People
Within the sector we continue to face the challenge of recruitment and retention of staff, particularly with the impact of Brexit and other structural changes to the labour market.
The Company is dependent on continuing to attract, retain, develop and motivate the best people with the right capabilities at all levels in the organisation. Continual investment is undertaken to recruit and retain the best people and to ensure that training programmes are utilised to develop employees' skills to support the ongoing and future needs of the business.

 
Page 1

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Competitive environment and customer risk
There is strong competition in the central London restaurants sector in which the Company operates. The monitoring of key performance indicators at a customer level such as service levels and customer complaints is part of the risk management process associated with this specific risk. Excellent customer service coupled with a quality menu enables the Company's restaurants to satisfy customer needs and remain strong in the competitive environment in which they operate.
Food safety
Food safety systems are reviewed regularly to ensure they remain effective, including continuing compliance with all regulatory requirements for food hygiene and safety. All food is prepared to the highest standards and food safety is always prioritised over economic considerations.
Raw materials
Increases in the price of raw materials can adversely affect the core profitability of the Company's business.
The Company maintains a high level of expertise in its procurement and chef team, enabling it to cultivate strong relationships with major suppliers to ensure continuity of supply at competitive prices.
Liquidity
The Group has debt facilities with its parent company, The Wolseley Hospitality Group Holdings Limited. The facilities are considered sufficient for the Group's long-term capital and funding obligations
Inability to open for business
Management have put arrangements in place to manage the operational impact and mitigate any financial consequence, through insurance programmes, should the restaurants have to close for a period, for example, because of fire, loss of power or failure to gain access in respect of a security alert. 

Page 2

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Directors' statement of compliance with duty to promote the success of the Company
 
The directors of the Company confirm that they have acted in accordance with their duties under section 172 of the Companies Act 2006. This requires each director to act in a way they consider, in good faith, would most likely promote the success of the Company for the benefit of its members as a whole, while having regard to (among other matters):
 
the likely long-term consequences of any decision,

the interests of the Company’s employees,

the need to foster business relationships with suppliers, customers and others,

the impact of operations on the community and the environment,

the Company’s reputation for high standards of business conduct, and

the need to act fairly between members of the Company.

Throughout the year, these principles have been considered in boardroom discussions and strategic decisions across the business. The directors understand that maintaining a successful and sustainable restaurant business depends on strong relationships with stakeholders and the local communities in which we operate.
Key S172-related actions during the year include:
Employees – the directors believe in the company being an excellent employer and continue to invest in employee well being programmes and engagement. The company continues to develop its people proposition programme, including learning and development alongside the benefits it provides to its work force. Turnover rates continue to track positively alongside healthy vacancy numbers.
 
Customer experience – our guests are key to both the current and future success of the business. Food and beverage is continually reviewed alongside ensuring the aesthetic of the restaurant is continually invested in to help delivery the best possible experience. The company monitors mystery diner and reputation scores on a recurring basis.
 
Suppliers – the Group regularly engages with its supplier base to ensure the best quality products are sourced. Continual dialogue is held to ensure the business is kept up to date with price fluctuations and cost headwinds which allows the business to plan accordingly with regards supply shortages and cash flow pressures.
 
Shareholders – our shareholder relies on us to manage their investment in a responsible and sustainable way to generate and maximise value for them. The shareholder is regularly kept informed of operations and developments and is supportive of the group delivering on its key objectives.
In summary, the directors are committed to making responsible decisions that consider all stakeholders. The long-term success of the business is underpinned by our people, customers, suppliers, and communities, and we aim to operate in a way that is commercially successful and socially responsible.


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


................................................
E Rajakarier
Director
Page 3

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 

STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024


Date: 25 September 2025

Page 4

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024

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

Directors' responsibilities statement

The directors are responsible for preparing the Strategic Report, the 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 year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and of the profit or loss of the Company for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Company's financial statements and then apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

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

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

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

Results and dividends

The loss for the year, after taxation, amounted to £2,351,242 (2023: £4,657,826).

The directors do not recommend a dividend for 2024 (2023: £nil).

Directors

The directors who served during the year were:

E Rajakarier 
W Heinecke 
S Chojnacki 
K Chantikul 
B Berisha (resigned 16 October 2024)

Page 5

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

Engagement with employees

The Company considers its workforce to be its most important asset and abides by the following principles:
Equal opportunities
It is committed to offering equal opportunities to all people in their recruitment, training and career development, having regard to their particular aptitudes and abilities. Full and fair consideration is given to applicants with disabilities and every effort is made to give employees who become disabled whilst employed by the Company an opportunity for retraining.
Health and safety 
Health and safety is considered equal in importance to any other function of the Company.
Harassment
A zero tolerance policy exists towards sexual, physical or mental harassment in the workplace. It is expected that incidents of harassment are reported to the appropriate personnel manager.
Communication
All employees are briefed on all relevant matters on a regular basis.
Security
The security of all staff and customers is paramount and the Company takes the necessary steps to minimise risks to their safety.

Engagement with suppliers, customers and employees

The directors recognise the importance of strong and collaborative relationships with the Company’s key stakeholders. Regular engagement with suppliers ensures continuity of quality ingredients, supports responsible sourcing, and promotes shared sustainability goals. Feedback from customers is actively encouraged through in-person interactions, online platforms, and surveys, directly informing improvements to service and menu development. The Company also remains committed to supporting its employees through fair pay, training opportunities, and regular communication, fostering a motivated and customer-focused workforce.

Disclosure of information to auditors

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

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

Auditors

On 18 November 2024, the Company's auditors changed their name from Haysmacintyre LLP to HaysMac LLP.
The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

Page 6

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024

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



................................................
E Rajakarier
Director

Date: 25 September 2025

Page 7

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WOLSELEY HOSPITALITY GROUP LIMITED
 

Opinion


We have audited the financial statements of The Wolseley Hospitality Group Limited (the "Company") for the year ended 31 December 2024, which comprise the Statement of Comprehensive Income, the Statement of Financial Position, the Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


Conclusions relating to going concern


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


Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 8

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WOLSELEY HOSPITALITY GROUP LIMITED (CONTINUED)


Other information


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


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

In the light of the knowledge and understanding of the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report or the Directors' Report.


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


adequate accounting records have not been kept, or returns adequate for our audit have not been received from branches not visited by us; or
the financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 5, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


In preparing the financial statements, the directors are responsible for assessing the Company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.


Page 9

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WOLSELEY HOSPITALITY GROUP LIMITED (CONTINUED)


Auditors' responsibilities for the audit of the financial statements
 

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


Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
 
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to food hygiene and health and safety requirements and compliance with national minimum living wage legislation. We considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax, and sales tax.
We evaluated management's incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to the posting of incorrect or inappropriate journal entries, and bias in accounting estimates. Procedures performed by the engagement team included:
 
evaluating the adequacy of systems and controls, including those designed to prevent and detect irregularities;
use of data analytics to identify and investigate irregular or unexplained journal postings;
challenging assumptions and judgements made by management in their critical accounting estimates;
assessment of staff salaries and review of hourly pay against minimum wage legislation;
reviewing hygiene and safety standards inspection reports, alcohol licences; and
review of correspondence with HMRC and regulators.

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


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


Page 10

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF THE WOLSELEY HOSPITALITY GROUP LIMITED (CONTINUED)


Use of our report
 

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



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

25 September 2025
Page 11

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024

2024
2023
Note
£
£

Turnover
 4 
10,845,536
5,851,706

Cost of sales
  
(6,393,334)
(3,624,922)

Gross profit
  
4,452,202
2,226,784

Administrative expenses
  
(11,207,862)
(7,879,653)

Exceptional administrative expenses
 12 
4,402,692
987,621

Other operating income
 5 
-
7,422

Operating loss
 6 
(2,352,968)
(4,657,826)

Interest receivable and similar income
 10 
1,726
-

Loss before tax
  
(2,351,242)
(4,657,826)

Tax on loss
 11 
-
-

Loss for the financial year
  
(2,351,242)
(4,657,826)

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

The notes on pages 15 to 28 form part of these financial statements.

Page 12

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
REGISTERED NUMBER: 07887202

STATEMENT OF FINANCIAL POSITION
AS AT 31 DECEMBER 2024

2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 13 
19,849,530
21,055,276

Investments
 14 
15,297,798
15,297,798

  
35,147,328
36,353,074

Current assets
  

Stocks
 15 
547,604
537,828

Debtors
 16 
3,935,719
2,117,973

Cash at bank and in hand
 17 
169,907
237,880

  
4,653,230
2,893,681

Creditors: amounts falling due within one year
 18 
(64,311,282)
(61,406,237)

Net current liabilities
  
 
 
(59,658,052)
 
 
(58,512,556)

Net liabilities
  
(24,510,724)
(22,159,482)


Capital and reserves
  

Called up share capital 
 19 
101
101

Profit and loss account
  
(24,510,825)
(22,159,583)

  
(24,510,724)
(22,159,482)


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


................................................
E Rajakarier
Director

Date: 25 September 2025

The notes on pages 15 to 28 form part of these financial statements.

Page 13

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 

STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£


At 1 January 2023
101
(17,501,757)
(17,501,656)



Loss for the year
-
(4,657,826)
(4,657,826)



At 1 January 2024
101
(22,159,583)
(22,159,482)



Loss for the year
-
(2,351,242)
(2,351,242)


At 31 December 2024
101
(24,510,825)
(24,510,724)


The notes on pages 15 to 28 form part of these financial statements.

Page 14

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

1.


General information

The Wolseley Hospitality Group Limited is a private company, limited by shares, and incorporated in England and Wales. The Company's registered number is 07887202 and registered office address is 157-160 Piccadilly, London, W1J 9EB.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Company's accounting policies (see note 3).

The presentation currency of these financial statements is Pound Sterling (GBP). All amounts in the financial statements have been rounded to the nearest £1. 

The following principal accounting policies have been applied:

 
2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

The Company has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland":
the requirements of Section 7 Statement of Cash Flows;
the requirements of Section 3 Financial Statement Presentation paragraph 3.17(d);
the requirements of Section 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of The Wolseley Hospitality Group Holdings Limited as at 31 December 2024 and these financial statements may be obtained from Companies House.

 
2.3

Exemption from preparing consolidated financial statements

The Company is a parent company that is also a subsidiary included in the consolidated financial statements of a larger group by a parent undertaking established under the law of any part of the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 400 of the Companies Act 2006.

Page 15

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Going concern

Notwithstanding net current liabilities of £59,658,052 (2023: £58,512,556), the financial statements have been prepared on a going concern basis which the directors consider to be appropriate.
The Company is a subsidiary of The Wolseley Hospitality Group Holdings Limited. The Wolseley Hospitality Group Holdings and its subsidiaries (the ''Group'') meet its day-to-day working capital requirements through cash generated by its operations.
Subsequent to the year end, the Group has successfully refinanced the term loan with the Bank of Bangkok, extending the facility through to 2029 alongside improved borrowing costs and repayment terms.
 
The directors have prepared cash flow forecasts for the Group for a period of 12 months from the date of approval of these financial statements which indicate that, taking into account market conditions as well as sensitivity analysis, the Group will have sufficient funds to meet its liabilities as they fall due for that period. 
Sensitivities incorporate a reduction in forecast sales alongside adverse variances to expenditure and the directors consider that any reasonable change in assumptions would not give rise to liquidity issues due to continual review of demand levels alongside cost base, both at a restaurant and corporate level, thereby ensuring profitability is protected across the existing estate. Capital expenditure is also continually assessed and those items which are discretionary in nature can be reduced if required. It is also worth highlighting that as part of the banking facility, an overdraft arrangement is in place and can be entered into should it be required.
The directors are optimistic for the future of the Group and look to build on the success of the existing estate.

 
2.5

Turnover

Turnover includes amounts receivable in respect of central recharges which are recognised when the management services are provided. 
Turnover includes amounts receivable for the sale of retail products and is stated net of sales taxes and returns. Sale of retail products are recognised either at point of sale or on delivery. 
Turnover also includes amounts receivable for restaurant sales net of value added tax. Restaurant sales are recognised at the point of sale. 
Turnover excludes staff discretionary service charges which are independently collected and distributed by a Tronc committee.

 
2.6

Operating leases: the Company as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

Page 16

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.7

Interest income

Interest income is recognised in profit or loss using the effective interest method.

 
2.8

Pensions

Defined contribution pension plan

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

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

 
2.9

Current and deferred taxation

The tax expense for the year comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company operates and generates income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the reporting date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits; and
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.


 
2.10

Exceptional administrative expenses

Exceptional administrative expenses are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.

Page 17

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

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

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.

Depreciation is provided on the following bases:

Long-term leasehold property
-
term of the lease
Plant and machinery
-
2 - 5 years
Fixtures and fittings
-
7 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Assets under construction are not subject to depreciation until the asset becomes commercially viable.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each reporting date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

  
2.14

Debtors

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

  
2.15

Creditors

Short-term creditors are measured at the transaction price.

Page 18

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

2.Accounting policies (continued)

  
2.16

Financial instruments

The Company has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments, resulting in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

The preparation of the financial statements in conformity with generally accepted accounting practice requires management to make estimates and judgements that affect the reported amounts of assets and liabilities as well as the disclosure of contingent assets and liabilities at the Statement of Financial Position date and the reported amounts of revenues and expenses during the reporting period. Key judgements made by management include:
Onerous lease
Provisions for onerous leases include estimates such as the length of the time a property may be empty for and the value of any make good costs at the end of the lease. Provisions are discounted to present value which requires the use of a discount rate. Provisions are reviewed regularly and adjusted as appropriate.
Useful lives of tangible assets
Depreciation are provided in order to write down to estimated residual values the cost of each asset over its estimated useful economic life. These useful economic lives require the use of management judgement. These estimates are regularly reviewed.
Impairment of tangible fixed assets
Each cash generating unit (CGU) is reviewed annually for indicators of impairment. In assessing whether an asset has been impaired, the carrying value of the CGU is compared to its recoverable amount. The recoverable amount is the higher of its fair value and its value in use. Where value in use is estimated, this is calculated using a discounted cash flow model, which includes assumptions around future performance and the use of an appropriate discount rate. Future projections are compared to actual performance on a regular basis to assess the accuracy of such projections.
Recoverability of intercompany debtors
Management evaluate intercompany debtors for impairment whenever circumstances indicate, in management’s judgement, that the carrying value may not be recoverable. An impairment review requires management to make subjective judgements concerning the future trading prospects and cash flows of the group companies under review. Where actual cash flows in subsequent years differs to those forecast as part of the management’s impairment review this may result in additional impairments or conversely reversals of existing impairments recognised in future years.

Page 19

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

4.


Turnover

Turnover is attributable to the principal activity. All turnover arose within the United Kingdom. 


5.


Other operating income

2024
2023
£
£

Insurance claims receivable
-
7,422



6.


Operating loss

The operating loss is stated after charging/(crediting):

2024
2023
£
£

Pre-opening costs
572,911
2,880,213

Other operating lease rentals
1,949,151
983,980

Depreciation of tangible fixed assets
1,822,832
1,074,202


7.


Auditors' remuneration

During the year, the Company obtained the following services from the Company's auditors and their associates:


2024
2023
£
£

Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
15,750
15,000

The Company has taken advantage of the exemption not to disclose amounts paid for non-audit services as these are disclosed in the consolidated accounts of the parent Company.

Page 20

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

8.


Employees

Staff costs were as follows:


2024
2023
£
£

Wages and salaries
6,024,287
5,243,763

Social security costs
551,154
485,778

Cost of defined contribution scheme
161,141
120,479

6,736,582
5,850,020


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


        2024
        2023
            No.
            No.







Operations
226
184



Management
12
11

238
195


9.


Directors' remuneration


The highest paid director received remuneration of £610,925 (2023: £360,139).
During the year there was gross directors remuneration of £610,925 (2023: £360,139) borne by the Company.


10.


Interest receivable

2024
2023
£
£


Bank interest receivable
1,726
-

Page 21

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

11.


Taxation


2024
2023
£
£


Current tax on loss for the year
-
-

Total current tax
-
-

Deferred tax

Total deferred tax
-
-


Tax on loss
-
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2023: higher than) the standard rate of corporation tax in the UK of25% (2023: 23.52%). The differences are explained below:

2024
2023
£
£


Loss on ordinary activities before tax
(2,351,242)
(4,657,826)


Loss on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023: 23.52%)
(587,811)
(1,001,960)

Effects of:


Fixed asset differences
204,243
600,123

Expenses not deductible for tax purposes
222,769
4,415

Income not taxable for tax purposes
(1,565,736)
(1,732,262)

Other permanent differences
-
15

Group relief surrendered
1,537,251
2,096,433

Remeasurement of deferred tax for changes in tax rates
-
(2,090)

Movement in deferred tax not recognised
189,284
35,326

Total tax charge for the year
-
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 22

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

12.


Exceptional administrative expenses/(credits)

2024
2023
£
£


Non-recurring staff costs
513,990
148,951

Impairment of stock
-
34,155

Lease exit and associated costs
-
203,691

Non-recurring professional fee costs
332,475
395,097

Pre-opening costs
572,911
2,880,213

Impairment of tangible fixed assets
157,092
2,409,337

Impairment of intercompany balances
440,873
1,418,239

Reversal of intercompany balances
(6,420,033)
(8,477,304)

(4,402,692)
(987,621)

In the current year, pre-opening costs are in relation to a non-trading property in Notting Hill. The prior year costs related to Manzi’s, Wolseley City and Notting Hill - with the former two sites opening during the prior year.
Lease exit and associated costs in the prior year related to storage costs, stock disposal costs and the disposal of the remaining fixed asset items of Cafe Wolseley, which closed in August 2022.

Page 23

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

13.


Tangible fixed assets





Long-term leasehold property
Plant and machinery
Fixtures and fittings
Assets under construction
Total

£
£
£
£
£



Cost 


At 1 January 2024
21,818,399
2,650,933
2,555,396
157,093
27,181,821


Additions
601,039
79,729
92,961
-
773,729



At 31 December 2024

22,419,438
2,730,662
2,648,357
157,093
27,955,550



Depreciation


At 1 January 2024
4,395,289
1,065,178
666,078
-
6,126,545


Charge for the year
1,115,670
431,708
275,004
-
1,822,382


Impairment charge
-
-
-
157,093
157,093



At 31 December 2024

5,510,959
1,496,886
941,082
157,093
8,106,020



Net book value



At 31 December 2024
16,908,479
1,233,776
1,707,275
-
19,849,530



At 31 December 2023
17,423,110
1,585,755
1,889,318
157,093
21,055,276

Included in fixtures and fittings is artwork at cost of £144,142 (2023: £144,142) which is not depreciated. The artwork was impaired by £nil (2023: £11,188) in the year. 
Assets under construction wholly relates to a site in Notting Hill.

Page 24

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

14.


Fixed asset investments





Investments in subsidiary companies

£



Cost


At 1 January 2024
15,297,798



At 31 December 2024
15,297,798


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

The Wolseley Restaurant Limited
Ordinary
100%
The Delaunay Restaurant Limited
Ordinary
100%
Brasserie Zedel Limited
Ordinary
100%
The Colbert Restaurant Limited
Ordinary
100%
Fischer’s Restaurant Limited
Ordinary
100%
The Bellanger Restaurant Limited
Ordinary
100%
The Wolseley Restaurant Property Limited
Ordinary
100%
The Delaunay Property Limited
Ordinary
100%
Brasserie Zedel Property Limited
Ordinary
100%
The Wolseley Hospitality Group International Limited
Ordinary
100%

The registered address of all subsidiaries is 157-160 Piccadilly, London, WIJ 9EB. All are direct undertakings.


15.


Stocks

2024
2023
£
£

Food, beverages and tableware
547,604
537,828


Page 25

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

16.


Debtors

2024
2023
£
£

Trade debtors
160,178
343,822

Amounts owed by group undertakings
945,193
525

Other debtors
1,922,133
1,146,919

Prepayments
908,215
626,707

3,935,719
2,117,973


Amounts owed by group undertakings are unsecured, interest free, and payable on demand.


17.


Cash

2024
2023
£
£

Cash at bank and in hand
169,907
237,880



18.


Creditors: amounts falling due within one year

2024
2023
£
£

Trade creditors
1,358,189
1,558,047

Amounts owed to group undertakings
57,911,155
54,410,450

Other taxation and social security
-
110,101

Other creditors
88,307
-

Accruals and deferred income
4,953,631
5,327,639

64,311,282
61,406,237


Amounts owed to group undertakings are unsecured, interest free, and repayable on demand.


19.


Share capital

2024
2023
£
£
Allotted, called up and fully paid



101 (2023: 101) ordinary shares of £1.00 each
101
101


Page 26

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

20.


Pension commitments

The Company operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Company  in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and amounted to £161,141 (2023: £117,215). Contributions totalling £88,307 (2023: £nil) were payable to the fund at the reporting date and are included in other creditors.


21.


Commitments under operating leases

At 31 December 2024 the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
2023
£
£


Not later than 1 year
2,566,135
2,573,166

Later than 1 year and not later than 5 years
9,873,462
10,139,597

Later than 5 years
32,522,466
33,322,466

44,962,063
46,035,229


22.Other financial commitments

This entity, as of 7 November 2022, acts as a guarantor to a lease entered in to by a group company, The Delaunay Property Limited. Should the tenant entity default on payment, then this entity is obliged to make good any missed payments to the landlord. 


23.


Related party transactions

During the year the Company continued to provide management services to Benihana U.K. Limited, a subsidiary of Minor International PLC, the ultimate parent company of the Group. This resulted in revenue for the Company of £181,584 (2023: £30,264) with an amount outstanding at year end of £18,158. Post year end, this amount has been settled in full.

24.


Post balance sheet events

Post year end, a lease in relation to a non-trading property was terminated and is included in the disclosure above. From the commitments remaining as at the end of 2024, £9,041,918 relates to this exited lease.

Page 27

 
THE WOLSELEY HOSPITALITY GROUP LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024

25.


Controlling party

The Company's immediate parent undertaking is The Wolseley Hospitality Group Holdings Limited.
The smallest group in which they are consolidated is that headed by The Wolseley Hospitality Group Holdings Limited, a company incorporated in England and Wales. Its registered office address is 157-160 Piccadilly, London, United Kingdom, W1J 9EB. Consolidated accounts can be obtained from Companies House.
The largest group in which the results of the Company and its Group are consolidated is that headed by Minor International PCL, a public company registered on the Stock Exchange of Thailand. Its registered office address is 12th Floor, 88 The Parq Building, Ratchadaphisek Road, Bangkok, Thailand.
The ultimate controlling party is Minor International PCL.

Page 28