The directors present their strategic report for Lemon Pepper Topco Limited ("the Company") and its subsidiaries (together "the Group") for the period ended 29 December 2024. In preparing this strategic report, the directors have complied with s414C of the Companies Act 2006.

Introduction

Lemon Pepper Holdings Limited holds the master franchise for Wingstop in the United Kingdom. The Group's first store opened in Cambridge Circus on 31 October 2018. Based on this successful launch, Lemon Pepper Holdings Limited has continued to open further stores, with 57 stores open at period end (March 2024: 42).

Since period end, we have opened a further 15 sites.

The Directors believe that there are strong growth prospects in the premium fast casual chicken market and intend to continue the roll out of Wingstop in the United Kingdom and from 2025 also in the Republic of Ireland.

We have continued to invest in our Operations team who are the heartbeat of our business, while building out a Central Operations team to support our sites. Despite the macro headwinds of inflationary pressures on Utilities, Labour and Cost of Sales, Lemon Pepper Holdings Limited has been able to maintain and improve profitability across its estate. This was only possible because of the loyalty and dedication of our workforce.

Revenue for the 9 month period was £125.0m (12 months to March 2024: £84.7m), driven by an increase in store count (15) and strong underlying sales.

Operating profit in the period grew to £13.7m (12 months to March 2024: £4.1m), due to strong sales coupled with greater efficiencies over cost controls.

At the balance sheet date, the group had gross assets of £55.2m (March 2024: £32.6m).

Currency risk

The Group had exposure to US Dollars during the period. The directors have not felt it necessary to maintain any hedge position, but this position is reviewed on an annual basis. Investor loans to fund the expansion are in GBP.

Credit risk

The Group's principal financial assets are bank balances and cash, as well as capital expenditure on stores.

The Group's credit risk is primarily attributable to its trade receivables. An allowance for impairment is made where there is an identified loss event which, based on previous experience, is evidence of a reduction in the recoverability of the cash flows. The Group has no significant concentration of credit risk, with exposure spread over a large number of counterparties, with nearly all customer transactions largely settled at the point of sale. Our main trade debtor is our delivery service provider, where we receive payment net of their commission fortnightly.

Interest rate risk

The Group borrows in Sterling, with both fixed and floating rates of interest.

Liquidity risk

In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group uses long-term debt finance and equity to drive the growth of the Group.

Impairment risk

The directors' understanding of the risks associated with the assets held by the entity relates to the potential impairment of those assets. To identify any risk of impairment the directors review the financial performance of the restaurants on a regular basis.

Investment impairment risk

The directors understanding of the risks associated with the investments held by the entity relates to the potential impairment of those investments. To identify any risk of impairment the Group reviews the financial performance of its investments on a regular basis. No investments were impaired in 2024.

At Wingstop we are incredibly proud of our culture and people. We are committed to encouraging equality, diversity and inclusion within our teams, including the employment of disabled persons, and preventing unlawful discrimination. We are focused on making sure that our restaurants are a safe and happy place for all of our people to be themselves and to feel accepted. We carry out all recruitment, promotion and other types of selection procedures, on the basis of merit, using non-discriminatory and as far as possible, objective criteria.

Section 414CZA(1) of the Companies Act 2006 requires the directors to explain how they considered the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 (‘S172 (1)’) when performing their duty to promote the success of the Group. When making decisions, each director ensures that they act in the way that would most likely promote the Group’s success for the benefit of its members, and in doing so have regard (amongst other matters) to the following matters:

(a) The likely consequences of any decision in the long term

The directors understand the business and the evolving environment in which the Group operates, including the challenges of operating in the hospitality sector. There have been no major changes in the financial year. However, the long-term impacts of any decision are discussed in detail by the Board and directors, especially when considering the Group’s strategy.

(b) The interests of the group’s employees

The directors recognise that the success of the business depends on attracting, retaining and motivating high quality employees. The directors consider the implications of decisions which may affect their perception as a responsible employer, on determining remuneration and benefits, and on providing a healthy and safe workplace environment, where relevant. The directors engage with their employees frequently. They conduct a biannual “GM Connect”, where members from each store come together for a workshop on best practice and can air their feelings about working for the Group. Together with the operations team, The People Function of the business is accountable for what the business does for its employees. They conduct an Employee Survey annually. We aim to promote and maintain fairness and transparency across the whole business, with a now well-established culture of reward and recognition to attract and retain the best talent and we were proud to be recognised as one of the top workplaces for "Very Big" organizations in the 2025 edition of the Sunday Times Best Places to Work and was highly commended for its work with ethnic minorities.

(c) The need to foster the group’s business relationships with suppliers, customers and others

The directors seek to promote strong mutually beneficial relationships with suppliers, customers, regulators, and authorities. Such general principles are critical in the delivery of the Group’s strategy. The quality of our food is critical, and we maintain very close relationships with our key suppliers. In addition, the quality of our customer service is paramount; we utilised mystery shopper feedback as well as various internal KPIs to monitor this.

(d) The impact of the Group’s operations on the community and the environment

The Group is committed to understanding the interests of these stakeholder groups. The directors receive information on these topics on a periodic basis to provide relevant information for specific board decisions. The Group is committed to reducing the environmental impact of our operations. We work closely with suppliers to minimise product movement and reduce our food miles. All our cooking oil is collected and recycled and turned into Biofuel. All our waste is split into recycling, food waste and general. Nearly all our packaging is paper based packaging, including paper straws. Our packaging supplier has also committed to global carbon efficiency and Net Zero commitments in line with climate science.

(e) The desirability of the Group maintaining a reputation for high standards of business conduct

The directors recognise the importance of acting in ways which promote high standards of business conduct. The board periodically reviews and approves clear operating frameworks with suppliers and employees to ensure that its high standards are maintained both within the businesses and the business relationships the Group has with stakeholders. We have a detailed, but clear employee handbook which each employee receives when they join which clearly set out our core principles and ways of working.

f) The need to act fairly as between members of the Group

The directors aim to act fairly between the Group’s members when delivering the Group’s strategy. Communication with shareholders is given a high priority. There is regular dialogue and information flow to all shareholders covering, operations, strategy, and financial performance. This includes monthly management accounts with detailed commentary, as well as discussion regarding the long-term strategic objectives of the business.

On behalf of the board

The directors present their annual report and financial statements for the period ended 29 December 2024.

The principal activity of the company continued to be that of a holding company. The principal activity of the group continued to be that of operating restaurants.

The results for the period are set out on page 10.

No ordinary dividends were paid. The directors do not recommend payment of a final dividend.

No preference dividends were paid. The directors do not recommend payment of a final dividend.

The directors who held office during the period and up to the date of signature of the financial statements were as follows:

On 30 January 2025, the share capital of Lemon Pepper Topco Limited was purchased by Rooster Bidco Limited. The Deep Discounted Bonds held in Lemon Pepper Midco Limited were redeemed as part of the transaction. Please see note 25 for details on the new controlling party.

We have continued working with a utility consultant during the year with the aim of reducing our carbon footprint and look to make more positive steps towards this going forward placing greater emphasis on renewable sources and adding focus on our carbon output.

Our current electricity supplier is 100% renewable, being 47% solar, 50% wind and 3% hydro.

Our gas supplier is 100% non-renewables. However, their green gas is carbon neutral/offsetting.

Electricity

• Lemon Pepper estimated consumption = 4,320,000 kWh (12 months to March 2024: 4,840,000 kWh)

• Carbon Dioxide Emissions = 181.00 g/kWh (12 months to March 2024: 306.64 g/kWh)

Gas

• Lemon Pepper estimated consumption = 3,708,000 kWh (12 months to March 2024: 3,907,000 kWh)

• Carbon dioxide emissions = 184 g/kWh (12 months to March 2024: 185 g/kWh)

These calculations have been calculated using meter reading and estimates across the Estate and then applying our energy providers own renewable supplies.

Given the number of sites we opened over the period and will continue to over the coming years, we believe our best ratio for reviewing and setting target for our Emissions is based on Turnover/Emissions - intensity ratio:

For the period to December 2024 this was:

4,321,191 X 181.00 = 782,135,571g

3,708,006 X 184.00 = 682,273,104g

Total = 1,464,409kg

1,464,409 / £125,026,523 = 11,710 kg per £1m of Net Sales (12 months to March 2024: 25,690 kg per £1m of Net Sales).

So far as each person who was a director at the date of approving this report is aware, there is no relevant audit information of which the company’s auditor is unaware. Additionally, the directors individually have taken all the necessary steps that they ought to have taken as directors in order to make themselves aware of all relevant audit information and to establish that the company’s auditor is aware of that information.

The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of arrangements made for the recruitment, continuing employment, training and career development of disabled persons, disclosure of the company’s policies on employee engagement, future developments, financial instrument risk management and details of engagement with suppliers and customers.

The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• select suitable accounting policies and then apply them consistently;

• make 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 group and company will continue in business.

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the group’s and company’s transactions and disclose with reasonable accuracy at any time the financial position of the group and 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 group and company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

We have audited the financial statements of Lemon Pepper Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 29 December 2024 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

• give a true and fair view of the state of the group's and the parent company's affairs as at 29 December 2024 and of the group's profit for the period 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 Auditor's responsibilities for the audit of the financial statements section of our report. We are independent of the group and parent 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 group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

In the light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors' report.

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

• adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

• the parent company financial statements are not in agreement with the accounting records and returns; or

• certain disclosures of directors' remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

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

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

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

As part of our planning process:

• We enquired of management the systems and controls the company has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.

• We obtained an understanding of the legal and regulatory frameworks applicable to the company. We determined that the following were most relevant: Food hygiene, health and safety, FRS 102 and Companies Act 2006.

• We considered the incentives and opportunities that exist in the company, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.

• Using our knowledge of the company, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.

The key procedures we undertook to detect irregularities including fraud during the course of the audit included:

• Identifying and testing journal entries and the overall accounting records, in particular any that were significant and unusual.

• Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.

• Reviewing and challenging the assumptions and judgements used by management in their preparation of the financial statements.

• Assessing the extent of compliance, or lack of, with the relevant laws and regulations in particular food hygiene, health and safety, FRS 102 and Companies Act 2006.

• Testing key revenue lines, in particular cut-off, for evidence of management bias.

• Performing a physical verification of key assets.

• Obtaining third-party confirmation of bank balances and loans.

• Testing all material consolidation adjustments.

• Documenting and verifying all significant related party balances and transactions.

Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors of the group and company.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.

Use of our report

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

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £12,155 (March 2024: loss of £7,815).

Lemon Pepper Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is Third Floor, 21 Cork Street, London, W1S 3LZ.

These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.

The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:

• Section 4 ‘Statement of Financial Position’: Reconciliation of the opening and closing number of shares;

• Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;

• Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Carrying amounts, interest income/expense and net gains/losses for each category of financial instrument.

The consolidated group financial statements consist of the financial statements of the parent company Lemon Pepper Topco Limited together with all entities controlled by the parent company (its subsidiaries).

All financial statements are made up to 29 December 2024.

All intra-group transactions and balances are eliminated on consolidation.

Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.

The financial statements have been prepared on a going concern basis. The directors have assessed the group's ability to continue as a going concern and are satisfied that it has adequate resources to do so for the foreseeable future, being a period of at least twelve months form the date of approval of these financial statements.

In making this assessment, the directors have considered the group's profitability, strong cash flow position and sustained growth in recent periods. Additionally, there is access to revolving credit facilities through the parent company if required.

The current reporting period is the 9 months from 1 April 2024 to 29 December 2024. The prior reporting period was the year from 27 March 2023 to 31 March 2024. Therefore the comparatives are not entirely comparable.

Turnover represents amounts receivable for food and drink net of VAT.

Revenue from the sale of food and drink is recognised when the significant risks and rewards of ownership of the goods have passed to the buyer (at the point of sale), The amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

Tangible fixed assets are initially measured at cost and subsequently measured at cost, net of depreciation and any impairment losses.

Depreciation is recognised so as to write off the cost of assets less their residual values over their useful lives on the following bases:

The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.

Interests in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses. The investments are assessed for impairment at each reporting date and any impairment losses or reversals of impairment losses are recognised immediately in profit or loss.

A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.

At each reporting period end date, the group 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).

Stocks consist of ingredients and goods purchased for resale and are stated at the lower of cost and estimated selling price.

The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.

Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.

Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.

Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.

Financial assets, other than those held at fair value through and , are assessed for indicators of impairment at each reporting end date.

Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.

If there is a decrease in the impairment loss arising from an event occurring after the impairment was recognised, the impairment is reversed. The reversal is such that the current carrying amount does not exceed what the carrying amount would have been, had the impairment not previously been recognised. The impairment reversal is recognised in profit or loss.

Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the company transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.

Basic financial liabilities, including creditors, bank loans, and loans from fellow group undertakings, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Financial liabilities are derecognised when the company’s contractual obligations expire or are discharged or cancelled.

The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.

The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.

Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Rental income from operating leases is recognised in the period the income is received.

Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.

In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.

The directors do not consider there to be any material judgements or key sources of estimation.

The average monthly number of persons (including directors) employed by the group and company during the period was:

Their aggregate remuneration comprised:

In addition to the above, key management personnel received remuneration for qualifying services of £396,962 for the period (March 2024: £378,100).

As at 29 December 2024, the amount owed to the Group by directors was £33,966 (March 2024: £85,373). The full balance was repaid on 31 January 2025.

The actual charge for the period can be reconciled to the expected charge for the period based on the profit or loss and the standard rate of tax as follows:

Details of the company's subsidiaries at 29 December 2024 are as follows:

Registered office key

1. Third Floor, 21 Cork Street, London, United Kingdom, W1S 3LZ

Other creditors comprise deep discounted securities. Interest is charged at 5% on these amounts. These securities were redeemed post period end.

Please see note 21 for details of charges over borrowings.

The following are the major deferred tax assets recognised by the group and company, and movements thereon:

The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.

A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.

The Ordinary shares have full voting, dividend and capital distribution (including on winding up) rights. They do not confer any rights of redemption.

The Deferred Shares shall not be entitled to receive notice of, to attend, to speak or vote at a General Meeting. They shall have no rights to a dividend and limited rights to capital distribution (including on winding up). They do not confer any rights of redemption.

The A Growth shares have full voting rights, no dividend rights and certain contingent capital rights.

The B Growth shares have full voting rights, no dividend rights and certain contingent capital rights.

The A2 Preference shares have full voting and dividend rights and the benefit of a 1.0X liquidation preference.

Share repurchase

During the period, 1,166 deferred shares were repurchased at a price of £0.01 per share. These shares were immediately cancelled.

A shareholder, acting as security agent, has secured fixed and floating charges over the undertakings of the company to secure bond instruments of £10,777,011 (March 2024: £10,360,291). This was satisfied post period end.

At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:

At the reporting end date the group had contracted with tenants for the following minimum lease payments:

Previously, the Group entered into a 20 year franchising agreement with a shareholder.

During the period, the group paid £7,988,846 (March 2024: £5,318,247) to a shareholder in respect to franchise fees. At 29 December 2024, £1,429,722 (March 2024: £979,495) of the balance was still payable.

Included within other creditors is a shareholder loan amounting of £392,157 (March 2024: £392,157) which has been lent to the company at a 0% interest rate.

On 30 January 2025, the share capital of Lemon Pepper Topco Limited was purchased by Rooster Bidco Limited. The Deep Discounted Bonds held in Lemon Pepper Midco Limited were redeemed as part of the transaction. Please see note 25 for details on the new controlling party.

Following the period end, the new immediate parent company is Rootser Bidco Limited, a company incorporated in England and Wales, whose registered office is Duo, Level 6, 280 Bishopsgate, London, EC2M 4RB

Following the period end, the new ultimate parent company is TAO Finance 3, LLC, a company incorporated in Delaware, USA, whose registered office is Suite 302, 4001 Kennet Pike, County of New Castle, Wilmington, Delaware 19807, USA.