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Registered number: 09774647
EMEA TORTILLA LIMITED
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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EMEA TORTILLA LIMITED
COMPANY INFORMATION
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K J Slater (resigned 22 March 2024)
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B Williams (appointed 5 March 2024, resigned 22 May 2025)
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A Davidzon (appointed 31 October 2024)
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A M Dannatt (appointed 22 May 2025)
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Oakwood Corporate Secretary Limited
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Chartered Accountants & Statutory Auditor
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EMEA TORTILLA LIMITED
CONTENTS
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Independent Auditors' Report
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Statement of Comprehensive Income
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Statement of Changes in Equity
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Notes to the Financial Statements
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EMEA TORTILLA LIMITED
STRATEGIC REPORT
FOR THE YEAR ENDED 31 DECEMBER 2024
The directors present the strategic report and financial statements for the year ended 31 December 2024.
EMEA Tortilla Limited ("Tortilla", "we", "our") holds equity investments in entities operating fast casual restaurants under the Chipotle brand in Canada, France, Germany and United Kingdom. Note 10 in the accompanying financial statements details the subsidiaries’ total value. Note 14 presents the ordinary share capital activity of EMEA Tortilla Limited.
Principal risks and uncertainties
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Continued development in Europe will partially depend on our ability to generate strong sales and returns for our investors. Specifically, due to lower consumer familiarity with the Chipotle brand, differences in customer tastes or spending patterns, or for other reasons; sales at restaurants may take longer to ramp up and reach expected sales and profit levels, and may never do so. To build brand awareness, EMEA Tortilla Limited continues to make greater investments in advertising and promotional activity which could negatively impact our profitability. We may also find it more difficult to hire, motivate, and keep qualified employees who can project our vision, passion, and culture. Difficulty finding reliable suppliers and distributors of our food may pose added uncertainty to our success.
We believe we are a leader in food safety practices; however, instances of food borne illness, real or perceived, whether at our restaurants or those of our competitors, may subject us to liability to affected customers, and could result in negative publicity about us or the restaurant industry that adversely impacts our sales. The Chipotle Mexican Grill, Inc., the US Pparent entity, has pledged continued financial support to EMEA Tortilla Limited.
EMEA Tortilla Limited continues to drive operational improvements and develop opportunistically as our brand gains traction and we create a deep pipeline of future restaurant leaders. We will continue to focus on enhancing the digital capabilities in the UK restaurants to accelerate revenue growth and profitability in the future. We opened three new UK restaurants and one additional restaurant in France in 2024. There has been 1 more store opening in the UK as of the date of this report. No other openings are currently scheduled to be opened in 2025 within the UK, France, or Germany. We had one store closure in the UK and one closure in France for the year ended December 31, 2024.
Key performance indicators
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The following key performance indicators represent the operating performance of the restaurants owned and operated by the entities that EMEA Tortilla Limited holds equity investments in:
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EMEA TORTILLA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Directors' statement of compliance with duty to promote the success of the Company
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Section 172 of The Companies Act 2006 states that “a director of a company must act in the way he/she considers, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:
a. the likely consequences of any decision in the long-term;
b. the interests of the group’s employees;
c. the need to foster the group’s business relationships with suppliers, customers and others;
d. the impact of the group’s operations on the community and the environment;
e. the desirability of the group maintaining a reputation for high standards of business conduct; and
f. the need to act fairly as between members of the group.”
In discharging this section 172 duty the Directors of the Group, have regard to the factors set out above. In accordance with our responsibilities and duties under section 172 of the Companies Act 2006, the following outlines our engagement with our stakeholders:
Employees
EMEA Tortilla Limited currently operates 19 restaurants across the UK, 6 in France, and 2 in Germany. The business hires various restaurant employees covering a range of roles including hourly crew members, crew trainers, kitchen leaders, service leaders, Apprentice General Managers and General Managers. We also employ 25 corporate staff who cover a range of functions across the company that including finance, IT, marketing, HR, supply chain and field support in the UK corporate office.
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EMEA TORTILLA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Suppliers and Partners:
Chipotle Mexican Grill, Inc., the ultimate parent company of EMEA Tortilla Limited, has a Supplier Engagement Program which is highly focused on providing our customers the best experience, mitigating supply risks factors, fair payment (agreed terms and on time) with a strong focus in environmental and sustainable principles.
We seek out suppliers who share and champion our core values, and act with honesty and integrity. We are committed to complying with the law and maintaining the highest standards of honesty, integrity, and conduct. We proudly do business with suppliers who uphold the same principles as per below.
• Food with Integrity: Since the first Chipotle opened in 1993, we’ve served fresh, wholesome ingredients prepared using classic cooking techniques. It has always been a top priority to ensure our food is safe, delicious, and made from responsibly sourced ingredients.
• Food Safety: We work to ensure all the food Chipotle serves is safe, wholesome, and delicious.
• Quality: We assure the quality of our food across a significant number of metrics including animal welfare, environmental considerations, and taste. We also measure the quality against the standards we set for dairy and meats from animals raised responsibly.
• Efficiency: Our approach to efficiency is founded on establishing long-term relationships with our suppliers. We work to help them meet our exacting sustainability and quality standards while setting equitable prices.
Chipotle Mexican Grill constantly works on ensuring the supply chain is:
• Diverse and a source of innovation and economic opportunity for all.
• Operating with partners that thrive ethically and sustainable (reducing carbon emissions, waste, animal welfare)
• Compliant with applicable laws and with our Supplier Code of Conduct.
Our supply chain program is an integral part of its sustainability strategy. By incorporating good principles of economic, social, and environmental sustainability into the business, it can create more value for customers, contribute to more sustainable economies and communities, engage employees, and forge better relationships with stakeholders, including suppliers.
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EMEA TORTILLA LIMITED
STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Health and safety
At EMEA Tortilla Limited we partner with third parties to ensure we maintain full regulatory compliance when it comes to health and safety. All employees receive a Health and Safety induction packet that they must compete as part of their onboarding. This induction provides preventative training and advises on our process and procedure around areas such as manual handling, fire, workplace accidents and COSSH training. We complete regular First Aid training to ensure we have First Aid designates in all of our restaurant and corporate locations. We have recently rolled out mental health training and are in the process of appointing Mental Health First Aiders in the business.
Training and development
Our teams follow a thorough onboarding and training plan upon arrival at our restaurants. Station training in the restaurants is compulsory and we have regular training validation visits to ensure that our teams have the necessary technical expertise to perform in role in our restaurants. For our corporate staff, we engage in regular leadership development training which is facilitated in house. We also partner with MasterClass to provide our employees with an online educational library to drive personal and professional development.
Society and environment
EMEA Tortilla Limited’s purpose is to Cultivate a Better World. This includes supporting the communities in which we operate and maintaining a firm stance on doing what is right by our people and the planet. Our supply chain team follow strict guidelines on animal welfare and we engage in regular quality control visits to our farms to ensure standards are met. We strive to provide best in class benefits to our employees.
This report was approved by the board and signed on its behalf.
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EMEA TORTILLA 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
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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 judgments 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; and
∙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 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.
The profit for the year, after taxation, amounted to €2,344,302 (2023: loss €5,143,496).
No ordinary dividends were paid. The directors do not recommend payment of a final dividend (2023: €Nil).
The directors who served during the year were:
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K J Slater (resigned 22 March 2024)
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B Williams (appointed 5 March 2024, resigned 22 May 2025)
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A Davidzon (appointed 31 October 2024)
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EMEA TORTILLA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
Economic impacts of global events
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Businesses are currently facing many uncertainties, including environmental sustainability and geopolitical events. These uncertainties have contributed to an environment where there exists a range of issues and risks, including inflation, rising interest rates, labour shortages, disrupted supply chains and new ways of working.
The Directors have carried out an assessment of the potential impact of these uncertainties on the business, including the impact of mitigation measures, and have concluded that these are non-adjusting events with the greatest impact on the business expected to be from the economic ripple effect on the global economy. The Directors have taken account of these potential impacts in their going concern assessment.
EMEA Tortilla Limited continues to work with its partners to minimise any impacts of these events and maximise the realisation of any opportunities they may provide to the business.
We champion visible leadership and have an open-door policy between our Restaurants and our Corporate teams. We facilitate quarterly ‘points of view’ sessions where we welcome our restaurant teams to discuss their needs in an open forum.
We champion diversity and provide training to our Hiring Managers on the importance of accessibility and removing bias from decision making when it comes to talent selection. We provide every employee with training on our Code of Ethics which includes the importance of driving inclusivity in the workplace. The HR team work directly with individuals where reasonable work adjustments might be needed to support performance.
Qualifying third party indemnity provisions
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Tortilla's ultimate parent Chipotle Mexican Grill, Inc. entered into indemnification agreements with each of our directors. These agreements require us to indemnify such individuals to the fullest extent permitted by Delaware (U.S) law, for certain liabilities to which they may become subject as a result of their affiliation with us.
Streamlined Energy and Carbon Reporting (SECR)
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EMEA Tortilla Limited has consumed less than 40,000kWh of electricity during the report period. The subsidiaries Chipotle Mexican Grill GmbH, Chipotle Mexican Grill Canada Corp. and Chipotle Mexican Grill France SAS are not registered in the UK and therefore not in scope for SECR. Chipotle Mexican Grill UK Limited did meet the qualifying criteria under SECR. Please see the relevant data below.
Greenhouse gas emissions are measured and calculated according to the principles in the World Resources Institute (WRI) and the World Business Council for Sustainable Development (WBCSD) Greenhouse Gas Protocol’s “A Corporate Accounting and Reporting Standard, 2004 revised edition” (GHG Protocol). All greenhouse gas emissions are expressed as metric tonnes of carbon dioxide equivalents. Primary data are used to calculate emissions for both Scope 1 and 2 emissions. Estimates are used where primary data are not available. Depending on the type of site, the estimation methodology uses location square footage and average energy consumption published by the Community Buildings Energy Consumption Survey (CBECS). Global warming potentials reference the 100-year Intergovernmental Panel on Climate Change (IPCC) Sixth Assessment Report (AR6). Chipotle follows the GHG Protocol operational control method.
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EMEA TORTILLA LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 31 DECEMBER 2024
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UK Operations Scope 1 and 2 Greenhouse gas (GHG) emissions (MTCO2e)
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Emissions from activities for which the company owns or controls, including combustion of fuel & operation of facilities (Scope 1)
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Emissions from purchase of electricity, heat, steam and cooling (Scope 2) - location-based
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Emissions from purchase of electricity, heat, steam and cooling (Scope 2) - market-based
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Total Scope 1 and Scope 2 location-based emissions
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Total Scope 1 and Scope 2 market-based emissions
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Intensity Ratio (MTCO2e/m2 of floor area)
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Energy efficiency initiatives
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We have established weekly dashboard and alerts of energy usage at the restaurants. These weekly alerts provide greater visibility into inconsistencies and outliers in energy usage to our teams to investigate and address as needed.
Disclosure of information to auditors
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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.
Post balance sheet events
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In February 2025, 3,540,487 ordinary shares were issued for a nominal value of €1.35 each.
In September 2025, 5,709,454 ordinary shares were issued for a nominal value of €1.35 each.
The auditors, Forvis Mazars LLP, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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EMEA TORTILLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMEA TORTILLA LIMITED
Opinion
We have audited the financial statements of EMEA Tortilla Limited (the ‘Company’) for the year ended 31 December 2024 which comprise the Statement of Comprehensive Income, the Balance Sheet, the Statement of Changes in Equity 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 FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (United Kingdom Generally Accepted Accounting Practice).
In our opinion, the financial statements:
∙give a true and fair view of the state of the 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 Auditor’s 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 other information comprises the information included in the Annual Report and financial statements, other than the financial statements and our auditor’s report thereon. The directors are responsible for the other information contained within the Strategic Report and Directors' 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.
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EMEA TORTILLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMEA TORTILLA LIMITED
Other information (continued)
Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Strategic Report and the 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 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.
e 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 intend either to liquidate the Company or to cease operations, or have no realistic alternative but to do so.
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EMEA TORTILLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMEA TORTILLA LIMITED
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
Based on our understanding of the company and its industry, we considered that non-compliance with the following laws and regulations might have a material effect on the financial statements: employment regulation, health and safety regulation and anti-money laundering regulation.
To help us identify instances of non-compliance with these laws and regulations, and in identifying and assessing the risks of material misstatement in respect to non-compliance, our procedures included, but were not limited to:
∙Inquiring of management and, where appropriate, those charged with governance, as to whether the company is in compliance with laws and regulations, and discussing their policies and procedures regarding compliance with laws and regulations;
∙Inspecting correspondence, if any, with relevant licensing or regulatory authorities;
∙Communicating identified laws and regulations to the engagement team and remaining alert to any indications of non-compliance throughout our audit; and
∙Considering the risk of acts by the company which were contrary to applicable laws and regulations, including fraud.
We also considered those laws and regulations that have a direct effect on the preparation of the financial statements, such as tax legislation, pension legislation, and the Companies Act 2006.
In addition, we evaluated the directors' and 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 posting manual journal entries to manipulate financial performance, management bias through judgments and assumptions in significant accounting estimates, in particular the impairment of investments in subsidiaries, revenue recognition (which we pinpointed to the cut-off assertion), and significant one-off or unusual transactions.
Our audit procedures in relation to fraud included but were not limited to:
∙Making enquiries of the directors and management on whether they had knowledge of any actual, suspected or alleged fraud;
∙Gaining an understanding of the internal controls established to mitigate risks related to fraud;
∙Discussing amongst the engagement team the risks of fraud; and
∙Addressing the risks of fraud through management override of controls by performing journal entry testing.
There are inherent limitations in the audit procedures described above and the primary responsibility for the prevention and detection of irregularities including fraud rests with management. As with any audit, there remained a risk of non-detection of irregularities, as these may involve collusion, forgery, intentional omissions, misrepresentations or the override of internal controls.
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EMEA TORTILLA LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EMEA TORTILLA LIMITED
Auditor's responsibilities for the audit of the financial statements (continued)
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council’s website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Use of the audit 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.
Edith Yagoh (Senior Statutory Auditor)
for and on behalf of
Forvis Mazars LLP
Chartered Accountants and Statutory Auditor
2 Chamberlain Square
Birmingham
B3 3AX
30 September 2025
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EMEA TORTILLA LIMITED
STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 31 DECEMBER 2024
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Exceptional administrative expenses
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Interest receivable and similar income
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Profit/(loss) for the financial year
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There were no recognised gains and losses for 2024 or 2023 other than those included in the statement of comprehensive income.
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There was no other comprehensive income for 2024 (2023: €Nil).
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The notes on pages 16 to 26 form part of these financial statements.
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EMEA TORTILLA LIMITED
REGISTERED NUMBER: 09774647
BALANCE SHEET
AS AT 31 DECEMBER 2024
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Debtors: amounts falling due within one year
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Creditors: amounts falling due within one year
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Total assets less current liabilities
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The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
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EMEA TORTILLA LIMITED
STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 31 DECEMBER 2024
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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Comprehensive income for the year
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Contributions by and distributions to owners
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Shares issued during the year
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The notes on pages 16 to 26 form part of these financial statements.
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EMEA TORTILLA LIMITED
ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 31 DECEMBER 2024
The notes on pages 16 to 26 form part of these financial statements.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
EMEA Tortilla Limited is a private company limited by shares and is registered and incorporated in England and Wales. The registered office is 2nd Floor 39-41 Shelton Street, London, WC2H 9HJ.
The company's principal activities and nature of its operations are disclosed in the Directors' Report and Strategic report.
2.Accounting policies
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Basis of preparation of financial statements
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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 judgment in applying the Company's accounting policies (see note 3).
The following principal accounting policies have been applied:
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Financial Reporting Standard 102 - reduced disclosure exemptions
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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 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45,
11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
• the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27,
12.29(a), 12.29(b) and 12.29A;
• the requirements of Section 33 Related Party Disclosures paragraph 33.7.
This information is included in the consolidated financial statements of Chipotle Mexican Grill, Inc. as at 31 December 2024 and these financial statements may be obtained from the company's website at www.chipotle.com.
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Exemption from preparing consolidated financial statements
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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 a state other than the United Kingdom and is therefore exempt from the requirement to prepare consolidated financial statements under section 401 of the Companies Act 2006.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The financial statements have been prepared on a going concern basis. The Company’s forecasts and projections, taking account of reasonably possible changes in trading performance, show that the Company should be able to manage business risk successfully. The US Parent company has pledged continued financial support to EMEA Tortilla Limited. After making enquiries and considering the potential future impact of rising interest rates, inflation, energy costs, and costs generally across the wider economy, the Directors have a reasonable expectation that the Company has adequate resources to continue in operational existence for at least 12 months from the date of authorisation of these financial statements. The Directors therefore continue to adopt the going concern basis in preparing the financial statements.
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Foreign currency translation
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Functional and presentation currency
The Company's functional and presentational currency is Euros and monetary amounts in these financial statements are rounded to the nearest €.
Transactions and balances
Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.
At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.
Foreign exchange gains and losses resulting from the settlement of transactions and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in the Statement of Comprehensive Income except when deferred in other comprehensive income as qualifying cash flow hedges.
Foreign exchange gains and losses that relate to borrowings and cash and cash equivalents are presented in the Statement of Comprehensive Income within 'finance income or costs'. All other foreign exchange gains and losses are presented in profit or loss within 'administrative expenses'.
Interest income is recognised in the statement of comprehensive income using the effective interest method.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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 balance sheet date in the countries where the Company operates and generates income.
Exceptional items are transactions that fall within the ordinary activities of the Company but are presented separately due to their size or incidence.
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Impairment of fixed assets
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Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Investments in subsidiaries are measured at cost less accumulated impairment.
Short-term debtors are measured at transaction price, less any impairment. Loans receivable are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method, less any impairment.
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Cash and cash equivalents
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Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value.
Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
The Company has elected to apply the recognition and measurement provisions of IFRS 9 Financial Instruments (as adopted by the UK Endorsement Board) with the disclosure requirements of Sections 11 and 12 and the other presentation requirements of FRS 102.
Financial instruments are recognised in the Company's Balance Sheet when the Company becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with 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
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Company's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Other financial assets
Other financial assets, which includes investments in equity instruments which are not classified as subsidiaries, associates or joint ventures, are initially measured at fair value, which is normally the recognised transaction price. Such assets are subsequently measured at fair value with the changes in fair value being recognised in the profit or loss. Where other financial assets are not publicly traded, hence their fair value cannot be measured reliably, they are measured at cost less impairment.
Impairment of financial assets
At the end of each reporting period financial assets measured at amortised cost are assessed for objective evidence of impairment. 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.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
2.Accounting policies (continued)
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Financial instruments (continued)
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Basic financial liabilities
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 Company after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans and other loans are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
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Judgments in applying accounting policies and key sources of estimation uncertainty
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In the application of the company's accounting policies, the directors are required to make judgments, 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.
Critical judgments
The following judgments (apart from those involving estimates) have had the most significant effect on amounts recognised in the financial statements.
Impairment of investments in subsidiary undertakings
Investments in subsidiaries are subject to impairment reviews based on whether current or future events and circumstances suggest that their recoverable amount may be less than they carrying value. Recoverable amount is based on the higher of the value in use and fair value less costs to dispose. In assessing value in use, the estimated future negative cash flows of investment entities would be a trigger for impairment. The board has reviewed the recoverability of investments in subsidiary undertakings and has determined that an impairment is required in the current year, as disclosed in Note 9 and Note 10.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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The operating profit/(loss) is stated after crediting:
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During the year, the Company obtained the following services from the Company's auditors and their associates:
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Fees payable to the Company's auditors and their associates for the audit of the Company's financial statements
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Fees payable to the Company's auditors and their associates in respect of:
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Taxation compliance services
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All taxation advisory services not included above
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All non-audit services not included above
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The Company has no employees other than the directors, who did not receive any remuneration (2023: €Nil).
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Interest receivable from group companies
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Factors affecting tax charge for the year
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The tax assessed for the year is lower than (2023 - higher than) the standard rate of corporation tax in the UK of25% (2023 - 23.52%). The differences are explained below:
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Profit/(loss) on ordinary activities before tax
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Profit/(loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.52%)
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Expenses not deductible for tax purposes
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Remeasurement of deferred tax for changes in tax rates
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Movement in deferred tax not recognised
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Total tax charge for the year
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Factors that may affect future tax charges
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There were no factors that may affect future tax charges.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Expenditure - impairment losses
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Investments in subsidiary companies
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The additions in the year relate to capital contributions and waived intercompany loans with the current subsidiaries listed below and not investments in new subsidiaries.
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The following were subsidiary undertakings of the Company:
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Chipotle Mexican Grill UK Limited
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2nd Floor 39-41 Shelton Street, London, United Kingdom, WC2H 9HJ
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Chipotle Mexican Grill Germany GmbH
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Mainzer Landstr. 41, 60329 Frankfurt a. Main, Germany
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Chipotle Mexican Grill Canada Corp.
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100 University Avenue, 5th Floor, Toronto, ON M5J 1V6, Canada
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Chipotle Mexican Grill France SAS
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6 Place De La Madeleine, Paris, 75008, France
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Amounts owed by group undertakings
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Amounts owed by group undertakings are repayable on demand and accrue interest at variable rates payable on the last day of the month.
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Cash and cash equivalents
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Creditors: Amounts falling due within one year
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
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Allotted, called up and fully paid
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60,104,178 (2023: 60,104,178) Ordinary shares of €1.00 each
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34,212,672 (2023: 22,809,565) Ordinary shares of €1.35 each
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Each ordinary share carries one vote in general meetings, entitles the holders to participate in dividends should there be sufficient profits and entitles them to a return of capital on liquidation or otherwise once liabilities have been discharged.
On 15 March 2024, 3,399,765 ordinary shares were issued for a nominal value of €1.35 each.
On 30 July 2024, 8,003,342 ordinary shares were issued for a nominal value of €1.35 each.
Other reserves
Other reserves include capital contributions received by the Company.
Profit and loss account
Cumulative profits and losses net of distributions to owners.
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Related party transactions
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The company has taken the advantage given under FRS 102 section 33 related parties not to disclose transactions with other wholly owned group companies.
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EMEA Tortilla Limited is resident in the UK. The UK has implemented legislation which gives effect to relating to the global 15% minimum top up tax. EMEA Tortilla Limited is not expected to have to pay top up taxes under the enacted UK legislation.
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Post balance sheet events
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In February 2025, 3,540,487 ordinary shares were issued for a nominal value of €1.35 each.
In September 2025, 5,709,454 ordinary shares were issued for a nominal value of €1.35 each.
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EMEA TORTILLA LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 31 DECEMBER 2024
The immediate parent company is Chipotle Mexican Grill U.S. Finance Co., LLC, a company registered in the United States of America. The ultimate parent company and controlling party is Chipotle Mexican Grill, Inc., a company registered in the United States of America and registered office is 610 Newport Center Drive, Suite 1300 Newport Beach, CA. Chipotle Mexican Grill, Inc., prepares the smallest and largest group accounts that include EMEA Tortilla Limited and copies can be obtained from the company's website at www.chipotle.com.
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