REGISTERED NUMBER: 10523704 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

MLS OPERATIONS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

10

Statement of Comprehensive Income

14

Balance Sheet

15

Statement of Changes in Equity

16

Cash Flow Statement

17

Notes to the Financial Statements

18

DIRECTORS:

M Schweizer

L Schweizer

REGISTERED OFFICE:

The Accounting Centre

First Floor

736 High Road

North Finchley

London

N12 9QD

REGISTERED NUMBER:

10523704 (England and Wales)

SENIOR STATUTORY AUDITOR:

Andrew Green LLB FCA

AUDITORS:

THP Limited

Chartered Accountants

and Statutory Auditors

34-40 High Street

Wanstead

London

E11 2RJ

BANKERS:

HSBC Bank PLC

26 Broad Street

Reading

Berkshire

RG1 2BU

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

REVIEW OF BUSINESS

The directors are pleased to report that despite challenging market conditions the Company increased sales by £12.7m. This increase was primarily due to a full year of trading in 2024 of 3 new stores.

Gross profit margin improved by 1% as food cost inflation stabilised and selling prices were adjusted.

During the year the Company acquired 3 of its stores which were under Business Facilities lease agreements, disposed 1 of its recently acquired stores and acquired 1 more store.

The Company's key performance indicators are as follows:

31 December 2024

31 December 2023

£

£

Turnover

86,109,230

73,411,723

Gross profit

57,906,606

48,652,622

Gross profit %

67.25%

66.27%

Operating profit

894,415

1,033,755

The average number of employees increased from 1,679 to 1,887, reflecting the Company’s growth and the need for additional staff to support both new and existing stores.

The net assets of the Company were £3.2m (2023: £3.3m) at the balance sheet date, reflecting the solid position of the Company from an overall solvency point of view, and this strong balance sheet is the foundation on which the Company can continue to grow and prosper. See page 5 for comments on the net current liability position.

PRINCIPAL RISKS AND UNCERTAINTIES

The management of the business and the nature of the company's strategy are subject to a number of risks. The Directors have set out below the principal risks facing the business.

The Directors are of the opinion that a thorough risk management process is adopted which involves a formal review of all risks identified below. Where possible, processes are in place to mitigate such risks.

Economic outlook

The success of the business is reliant on consumer spending. The restaurants continue to be impacted by declining retail footfall. There has also been increased uncertainty in the wider UK economy due to the impact on consumer spending. This has been exacerbated with the ongoing war in Ukraine and global inflationary pressures that have created a "cost of living crisis" in the UK. In response to this continuous risk, senior management aim to keep abreast of economic conditions. In cases of severe economic downturn, marketing and pricing strategies will be modified to reflect the new market conditions.

Inflation and the cost of living crisis

Global inflationary pressures that have arisen due to geo-political uncertainty and the conflicts in Ukraine and the Middle East continue to represent a risk to the business. These pressures are seen most clearly in relation to:

Food cost inflation

The company leverages the franchisor's supply chain system which is able to negotiate better purchasing terms, and work with the suppliers to improve supply chain efficiency and mitigate the risk of food cost inflation. There do remain significant challenges in this area as global uncertainty has hit the availability of products and has lead to delays in delivery times.

Wages cost inflation and employee retention

The company is continually affected by wage cost inflation and pressures within the labour market. The company monitors the market to ensure complete compliance with labour market regulations, and maintains employment policies, remuneration and benefits packages that are designed to be competitive with other companies and recognise the value and contribution provided by employees, as well as providing colleagues with fulfilling career opportunities which offer progression. As with most UK based employers there remain ongoing challenges in terms of recruiting and retaining sufficiently capable staff.

Utilities costs

Increasing volatility, uncertainty, cost pressures and general environmental awareness in the UK market has resulted in increased pressure on the company in recent times. To manage and help mitigate the risk associated with these pressures, the company has entered into a number of Power Purchase Agreements (PPAs) for the provision of cost-effective clean energy from environmentally friendly energy sources.

Competition

The market in which the company operates is highly competitive. As a result, the company is subject to a high level of price sensitivity. Policies of constant price monitoring and ongoing market research are in place to mitigate risks associated with price sensitivity.

Liquidity risk

As a result of the positive cash flows from operating activities achieved in the year and expected in future periods, the Directors do not consider liquidity or cashflow risk to be an issue. The Company make use of bank facilities in order to finance long term capital and refurbishment expenditure. The Directors also continually monitor cash flow forecasts in order to further manage liquidity risk.

Interest rate risk

Considering the debt profile of the Company, increases in interest rates presents a risk. The policy of regular rate monitoring and ongoing dialogue with the lenders are in place to help mitigate this risk.

Workplace health and safety

The Company retains it's focus on protecting the health and safety of our employees and customers, and continues to benefit from the measures and changes that were implemented through the pandemic, including the redesign of kitchens and the mandating all customer payments are made electronically rather than cash.

SECTION 172(1) STATEMENT

The board of directors of MLS Operations Limited (the "Board") believe, individually and collectively, that they have always acted in ways they consider, in good faith, most likely to promote the success of the company for the benefit of its members as a whole (having regard to the stakeholders and matters set out in s172(1)(a-f) of the Companies Act) ("s.172").

The success of the Company is the driving factor behind the decisions made by the directors. Decision making processes are structured to enable the directors to evaluate the merit of proposed business activities and the likely consequences of its decisions over the short, medium, and long term.

Consequences of the Company’s Decision-Making Long Term

The Board meets to measure the business objectives and as a part of its meetings it reviews the effects of the conduct of the business on the factors set out in this statement. The Board are focussed and are kept fully informed as to the continuance of the business and its compliance with trading laws and its obligations under s.172.

Our Employees

Our people are fundamental to our success. We work hard to create opportunities for all our people, regardless of gender, age, or stage of development. Understanding how our people feel about the business is vital. It helps us ensure that we are giving them the right support to achieve their potential and to serve our customers well.

We actively encourage our employees to participate in feedback sessions such as the "Big Conversation", "Love to Listen" and their Annual Performance Review alongside operating an Open Door Policy in all our restaurants.

Our Customers

Our customers are the reason for our existence, and we therefore strive to provide high quality food and service, in a clean, welcoming environment and at a great value.

It is our obligation and desire to maintain high standards with regular customer feedback monitoring and operating an external Customer Satisfaction programme "Food for Thought" that collects customer comments.

Our Suppliers

Long-term commitments with our suppliers has enabled them to grow with us and drive positive change within their own businesses. This Company recognises that the strength of our relationships with our suppliers are important to our long-term success. The Company’s board is regularly briefed on supplier feedback and issues.

Communities and Environment

The directors carefully consider the impact of the business on communities and the environments in which the Company operates. We ensure the locality surrounding our restaurant is litter free through initiatives implemented to collect the litter.

Our initiatives include:

- Recycling units are installed around our restaurants

- Our paper cups are sent to specialist recycling centres in the UK.

- Our new paper straws are now 100% recyclable.

- Our cooking oil is recycled to convert it to bio diesel.

- Participate in Local Litter Events

Business Conduct

The Board take the view that maintaining high standards in business are not only correct but assist in maintaining the good reputation of the Company and its business operation and practices. In all our activities the directors require that our employees and suppliers conduct business with the highest ethical and professional standards by adhering to our Standards of Business Conduct.

Conduct of the Company with its Members

All of the Company’s members are directors of the Company and they exercise day to day control over the Company. The members meet regularly to express and discuss their views.

ON BEHALF OF THE BOARD:

M Schweizer - Director

22 September 2025

The directors present their 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 operating quick service restaurants.

GOING CONCERN

The Company continued to generate significant operating cash flows and continued to increase operations year on year. Despite this, the balance sheet as at 31 December 2024 shows a net current liability position of £3,761,015 (2023: £4,011,914).

The Company continues to meet its day to day working capital requirements through operating cash flows and finances all acquisitions and significant refurbishments via a combination of bank finance and working capital.

The Directors have produced detailed cash flow and profits forecasts that show that current positive cash flows from trading will be sufficient to meet working capital and financing obligations as they fall due.

Having considered all the relevant facts the directors consider it is appropriate to prepare the financial statements on a going concern basis.

DIVIDENDS

Interim dividends of £258,850 (2023: £99,000) were paid during the year. The Directors do not recommend payment of a final dividend.

FUTURE DEVELOPMENTS

The company continues to substantially invest in its restaurants as part of an ongoing programme to upgrade the look and feel of its restaurants with new and enhanced equipment and thereby improve its customers' and employees' experience. This forms part of its strategy to grow market share and profitability.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 January 2024 to the date of this report.

M Schweizer

L Schweizer

ENGAGEMENT WITH EMPLOYEES

The company does not discriminate between employees or potential employees on grounds of colour, race, ethnic or national origin, sex, disability, age, marital status or religious beliefs. Full consideration is given to applications for employment from those with disabilities who are able to demonstrate that they have the necessary abilities.

The importance of staff training, equal opportunity, health and safety, environmental matters and the avoidance of sexual harassment is recognised at all levels and is monitored on a regular basis by committees chaired by a director or senior manager reporting directly to the Board.

STREAMLINED ENERGY AND CARBON REPORTING

In line with the government's streamlined energy and carbon reporting requirements we are required to report our organisation's carbon emissions for the period 1st January 2024 to 31st December 2024.

Our emissions are reported using the financial control boundary and the methodology used aligns with Defra's Environmental reporting guidelines (2019) and uses the UK government's greenhouse gas reporting conversion factors (2023) to quantify emissions. The total greenhouse gas emissions, reportable under SECR from 1st January 2024 to 31st December 2024, were 2,776 tonnes of carbon dioxide equivalent (tCO2e). These include emissions associated with electricity, natural gas, transport consumption and refrigerant leaks. The number of sites contributing to this report has not changed from last year. The company's total greenhouse gas emissions decreased by 1.2% compared to 2023’s figures, because purchased electricity energy consumption (kWh) has increased by 0.4% and natural gas energy consumption (kWh) has decreased by 3.4%, from 2023 to 2024.

Notable factors that could have contributed to the movement in emissions are as follows:

- A change in the methodology for missing data estimation will have affected the emissions associated with electricity, natural gas and purchased fuel. In FY23, extrapolation was conducted by Aligned Incentives, whereas in FY24, extrapolation was conducted by Mitie.

- A change in the market-based methodology led to an increase in electricity emissions under the market-based methodology. In FY23, all electricity consumption was considered renewable, whereas in FY24, only meters where electricity is supplied by Npower are considered renewable. This has been confirmed by the Mitie Energy Team, who procure electricity for the Francishor’s sites supplied by Npower. It is not known whether the other meters/sites use renewable electricity.

- Improved refrigerant leak data capture from suppliers compared to the prior year, which has been confirmed by the Franchisor.

As per SECR guidelines, the emission intensity is calculated as the ratio of annual emissions (tCO2e) to the turnover (in £’000). For FY 2024, this resulted in an emission intensity of 0.032 tCO2e per £’000, which represents a 1.6% decrease compared to the previous year (0.034 tCO2e per £’000).

Greenhouse gas emissions

Greenhouse gas emissions by year (tCO2e) - location-based

Emissions source

2024

2023

YoY % change

Share %

Electricity

2,399

2,386

1%

86%

Natural Gas

209

217

-3%

8%

Purchased fuel

-

-

-

-

Transportation - direct

15

1

1569%

0.6%

Transportation - indirect

18

15

23%

0.7%

Refrigerants

134

192

-30%

5%

Total Emissions (tCO2e)

2,776

2,810

-1%

-

Total Gross Annual Revenue (£'000)

86,109

73,412

17%

-

Intensity (tCO2e per £'000)

0.0322

0.0382

-16%

-

(Location-based reporting uses a national carbon emissions factor to calculate the emissions from the generation of electricity, reflecting the diverse source of electricity generation supplied to the national grid.)

Greenhouse gas emissions by scope (tonnes CO2e) - location-based

Emissions source

2024

2023

YoY % change

Share %

Scope 1

358

408

-12%

13%

Scope 2

2,205

2,197

0.3%

79%

Scope 3

213

205

4%

8%

Total Emissions (tCO2e)

2,776

2,810

-1%

-

Scope 1: Natural gas and purchased fuel (LPG). Scope 2: Electricity (generation). Scope 3: Losses from electricity distribution and transmission (T&D). This only includes emissions reportable under SECR and may not reflect the entire carbon footprint of the organisation.

Greenhouse gas emissions by source (tCO2e) - Market-based*

Emissions source

2024

2023

YoY % change

Share %

Electricity

447

190

135%

54%

Natural Gas

209

217

-3%

25%

Purchased fuel

-

-

-

-

Transportation - direct

15

1

1,569%

2%

Transportation - indirect

18

15

23%

2%

Refrigerants

134

192

-30%

16%

Total Emissions (tCO2e)

824

614

34%

-

Total Gross Annual Revenue (£'000)

86,109

73,412

17%

-

Intensity (tCO2e per £'000)

0.0096

0.0084

14%

-

*Market-based emissions figure for purchased electricity reflects our investment in zero-carbon electricity tariffs for our buildings. In terms of the Greenhouse Gas Protocol, the accounting of zero carbon electricity tariffs is called ‘market-based’, as opposed to ‘location-based’ reporting. Location-based reporting does not consider the electricity supply contracts, which a company has procured and instead uses a national carbon emissions factor to calculate the emissions from the generation of electricity, reflecting the diverse sources of electricity generation supplied to the national grid. Thus, the emissions reported for electricity only consider transmission and distribution losses.

Greenhouse gas emissions by scope (tCO2e) - Market-based

Emissions source

2024

2023

YoY % change

Share %

Scope 1

358

408

-12%

43%

Scope 2

252

1

2,927%

31%

Scope 3

213

205

4%

26%

Total Emissions (tCO2e)

824

614

34%

-

Scope 1: Natural gas and company-operated transport. Scope 2: Electricity (generation). Scope 3: Losses from electricity distribution and transmission (T&D) and grey fleet. This only includes emissions reportable under SECR and may not reflect the entire carbon footprint of the organisation.

Energy consumption

Energy consumption by source (kWh)

Emissions source

2024

2023

YoY%

Share %

Electricity

10,647,809

10,605,704

0.4%

89%

Natural Gas

1,143,823

1,183,590

-3%

10%

Purchased fuel (LPG)

-

-

-

-

Transportation - direct

65,140

4,100

1,489%

0.5%

Transportation - indirect

75,694

60,777

25%

0.6%

Refrigerants

-

-

-

-

Total Emissions (tCO2e)

11,932,465

11,854,170

3%

-

Total Gross Annual Revenue (£'000)

86,109

73,412

17%

-

Intensity: (kWh per £'000)

139

161

-15%

-

Greenhouse Gas (GHG) Reporting Methodology Statement

Reporting Period

Emissions are reported against accounting year covering the period 1st January to 31st December 2024.

Boundary, methodology and exclusions

An 'operational control' approach has been used to define the Greenhouse Gas emissions boundary.

This approach captures emissions associated with operations in the restaurants. This report covers UK operations only, as required by SECR for Non-Quoted Large Companies.

This information was collected and reported in line with the methodology set out in the UK Government's Environmental Reporting Guidelines, 2019.

Emissions have been calculated using the latest conversion factors provided by the UK Government. No other material omissions from the mandatory reporting scope. For Refrigerant emissions, GWP conversion factors have been used (High-GWP Refrigerants | California Air Resources Board, Greenhouse Gas Inventory Guidance: Fugitive Emissions (epa.gov). There are no material omissions from the mandatory reporting scope.

Regarding market-based reporting, all electricity supplied by NPower is confirmed to be covered by Renewable Energy Guarantees of Origin (REGOs). All RoadChef MSA sites and ASDA sites (up until 31 March 2024) are also covered by REGOs (confirmed by the supplier). Due to a lack of information, the remaining electricity supply is assumed to be non-renewable.

Energy consumption (in kWh) for periods 1st January 2024 - 31st December 2024 have been used to calculate emissions for FY2024, ending in December 2024.

Energy efficiency initiatives

The company has continued to seek and progress energy efficiency measures, within both the work processes and the use of work equipment. The franchisor is actively taking part in mandatory compliance schemes, such as the Energy Savings Opportunity Scheme, TCFD and considering the implementation of recommendations outlined in the ESOS audit reports.

The following are examples of energy efficiency initiatives that are being implemented at the franchisor and its franchisees’ restaurants after recommendations from site energy audits conducted by the Mitie Energy Optimisation Team:

- Reductions to the time schedule for internal lighting, external lighting (signage, car parking lighting, etc.), Air Handling Unit (AHU) conditioning, kitchen extract system, etc.

- Improvements to the Car Park lighting schedule.

- Decreased temperature set points in dining and kitchen areas, e.g. overdoor heater setpoint reduced from 28 degrees Celsius to 22 degrees Celsius.

- Increased temperature deadbands in dining and kitchen areas, especially to AHUs.

- Local control settings change from ‘Always On’ to ‘Normal.

- Heating set point temperature reduction.

- BMS time adjusted to sync with actual time.

DISCLOSURE IN THE STRATEGIC REPORT

The Company has chosen to make disclosures in relation to financial risk management and other matters considered to be of strategic importance which would otherwise be in the Directors report within the Strategic Report.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Strategic Report, the Report of the Directors and the financial statements in accordance with applicable law and regulations.

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable 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 enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are 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 each director has taken all the steps that he or she ought to have taken as a director in order to make himself or herself aware of any relevant audit information and to establish that the company's auditors are aware of that information.

AUDITORS

The auditors, THP Limited, will be proposed for re-appointment.

ON BEHALF OF THE BOARD:

M Schweizer - Director

22 September 2025

Opinion

We have audited the financial statements of MLS Operations Limited (the 'company') for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, Balance Sheet, Statement of Changes in Equity, Cash Flow Statement and 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 profit for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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.

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.

Other information

The directors are responsible for the other information. The other information comprises the information in the Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether 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 Directors 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 Directors 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 Directors.

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 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 Statement of Directors' Responsibilities set out on page nine, 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 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.

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 a Report of the Auditors 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the company through discussions with the directors and other management, and from our commercial knowledge and experience of the sector in which the company operates;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including the Companies Act 2006, taxation legislation and data protection, anti-bribery, employment, environmental, food hygiene and health and safety legislation;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

- identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates set out in note 3 were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, the franchisor and any other relevant regulators as required.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

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.

Andrew Green LLB FCA (Senior Statutory Auditor)

for and on behalf of THP Limited

Chartered Accountants

and Statutory Auditors

34-40 High Street

Wanstead

London

E11 2RJ

22 September 2025

TURNOVER

86,109,230

73,411,723

Cost of sales

28,202,624

24,759,101

GROSS PROFIT

57,906,606

48,652,622

Administrative expenses

57,012,191

47,618,867

OPERATING PROFIT

5

894,415

1,033,755

Profit on sale of franchise operation

6

141,913

-

1,036,328

1,033,755

Interest receivable and similar income

5,014

-

1,041,342

1,033,755

Interest payable and similar expenses

7

667,157

370,816

PROFIT BEFORE TAXATION

374,185

662,939

Tax on profit

8

291,899

393,111

PROFIT FOR THE FINANCIAL YEAR

82,286

269,828

FIXED ASSETS

Intangible assets

10

7,735,968

5,272,617

Tangible assets

11

9,967,101

9,483,695

Investments

12

22,500

22,500

17,725,569

14,778,812

CURRENT ASSETS

Stocks

13

383,672

367,367

Debtors

14

1,186,142

694,759

Cash at bank

3,034,573

4,598,504

4,604,387

5,660,630

CREDITORS

Amounts falling due within one year

15

8,365,402

9,672,544

NET CURRENT LIABILITIES

(3,761,015

)

(4,011,914

)

TOTAL ASSETS LESS CURRENT LIABILITIES

13,964,554

10,766,898

CREDITORS

Amounts falling due after more than one year

16

(9,290,777

)

(6,208,456

)

PROVISIONS FOR LIABILITIES

19

(1,517,231

)

(1,225,332

)

NET ASSETS

3,156,546

3,333,110

CAPITAL AND RESERVES

Called up share capital

20

100

100

Retained earnings

21

3,156,446

3,333,010

SHAREHOLDERS' FUNDS

3,156,546

3,333,110

The financial statements were approved by the Board of Directors and authorised for issue on 22 September 2025 and were signed on its behalf by:

M Schweizer - Director

L Schweizer - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

3,162,182

3,162,282

Changes in equity

Dividends

-

(99,000

)

(99,000

)

Total comprehensive income

-

269,828

269,828

Balance at 31 December 2023

100

3,333,010

3,333,110

Changes in equity

Dividends

-

(258,850

)

(258,850

)

Total comprehensive income

-

82,286

82,286

Balance at 31 December 2024

100

3,156,446

3,156,546

Cash flows from operating activities

Cash generated from operations

25

2,861,100

4,030,862

Interest paid

(667,157

)

(370,816

)

Net cash from operating activities

2,193,943

3,660,046

Cash flows from investing activities

Purchase of intangible fixed assets

(2,825,330

)

(1,734,226

)

Purchase of tangible fixed assets

(5,255,538

)

(2,543,484

)

Purchase of fixed asset investments

(1,250

)

(5,000

)

Sale of intangible fixed assets

28,500

-

Sale of tangible fixed assets

829,586

-

Sale of fixed asset investments

1,250

-

Interest received

5,014

-

Net cash from investing activities

(7,217,768

)

(4,282,710

)

Cash flows from financing activities

New loans in year

6,008,000

3,363,000

Loan repayments in year

(2,054,234

)

(1,229,487

)

Capital repayments in year

(5,022

)

-

Amount withdrawn by directors

(230,000

)

-

Equity dividends paid

(258,850

)

(99,000

)

Net cash from financing activities

3,459,894

2,034,513

(Decrease)/increase in cash and cash equivalents

(1,563,931

)

1,411,849

Cash and cash equivalents at beginning of year

26

4,598,504

3,186,655

Cash and cash equivalents at end of year

26

3,034,573

4,598,504

1.	STATUTORY INFORMATION

MLS Operations Limited is a private company, limited by shares , registered in England and Wales. 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.	STATEMENT OF COMPLIANCE

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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements and going concern

The financial statements have been prepared under the historical cost convention.

The Company continued to generate significant operating cash flows and continued to increase operations year on year. Despite this, the balance sheet as at 31 December 2024 shows a net current liability position of £3,761,015 (2023: £4,011,914).

The Company continues to meet its day to day working capital requirements through operating cash flows and finances all acquisitions and significant refurbishments via a combination of bank finance and working capital.

The Directors have produced detailed cash flow and profits forecasts that show that current positive cash flows from trading will be sufficient to meet working capital and financing obligations as they fall due.

Having considered all the relevant facts the directors consider it is appropriate to prepare the financial statements on a going concern basis.