REGISTERED NUMBER: 10718004 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 December 2024

for

Zaf Holdings Limited

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

11

Consolidated Statement of Financial Position

12

Company Statement of Financial Position

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Statement of Cash Flows

16

Company Statement of Cash Flows

17

Notes to the Statements of Cash Flows

18

Notes to the Consolidated Financial Statements

20

DIRECTORS:

Mr Arif Abdul Jivraj

Mr Kishore Jukhoop

REGISTERED OFFICE:

Suite 201 Moda Business Centre

Stirling Way

Borehamwood

Hertfordshire

WD6 2BW

REGISTERED NUMBER:

10718004 (England and Wales)

AUDITORS:

RA Audit Services Limited (Statutory Auditor)

2nd Floor

Grove House

55 Lowlands Road

Harrow

Middlesex

HA1 3AW

The directors present their strategic report of the company and the group for the year ended 31 December 2024.

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

FAIR REVIEW OF BUSINESS

The group's results for the year and the financial position at the year end were considered satisfactory by the directors.

The management is headed by Arif Jivraj with 35 years of industry experience in the QSR sector and take away food industry. Store count over England is 28 with multiple brands in the course of the reporting period with a number of new stores in pipeline the continued growth and success of the group will sustained.

The group has continued to perform with in management expectations and the group continues to maintain a healthy balance of working capital to meet its liabilities. The group has navigated the businesses through a challenging trading environment with increased competition in the delivery market specifically the pizza delivery sector, driven by the accelerated growth of third-party aggregators like Deliveroo, Just Eat & Uber Eats.

The group diversified its capital and expertise by investing in multiple brands and in the full-service restaurant sector which helped mitigate the risk of investing in a single brand and just playing in the delivery space.

Improvements in marketing, establishing a more frictionless customer journey, providing deals that offered a stronger value proposition and partnering with the third party aggregators saw sales and profit rise significantly in the second half of the trading year.

Furthermore, the business continued to position itself for sustained long-term growth by investing in the staffing structure and providing developmental training across the group. The group is closely working with its Franchisors of both brands to drive technological improvements that will help increase the customer experience, reflecting on higher top line growth, enabling more efficiencies in key cost lines and hence leading to better overall financial results.

Post year end, the group has performed broadly in line with the Director's expectation and continues to grow despite increasing cost of sales and reducing margins. In addition, the group will have new income stream from next year from the purchase of new restaurant post year end.

PRINCIPAL RISKS AND UNCERTAINTIES

The Director regards the following as the principal risks and uncertainties for the company:

Financial risks

The exposure to credit risk is not high as all the consumer sales are paid for by the customer at the point of order with the payment being made by the major online payment providers typically within 3 days. The rapid receipt of cash from customers also reduces the exposure to risks surrounding cash flows allowing the company to maintain sufficient cash reserves to meet its payments as they fall due. The company monitors the financial risks carefully and has strategies in place to manage these effectively.

Competitive risks

The fast food market is a competitive and over-crowded market, however due to a strong brand and established position in the market place Pizza Hut is able to mitigate these risks. Performance is carefully monitored across all stores via a daily review of a specific range of KPIs.

Commercial risks

The principal activity within the company is managing the Pizza Hut branches. The main commercial risks facing the business is ensuring the procedures and standards required by Pizza Hut are satisfied, so the customer journey is consistent across all the franchisees. The business has policies and procedures in place to ensure that on an ongoing basis its commercial risks are carefully monitored and mitigated against. The business has procedures in place to ensure its Franchise agreement is being adhered to.

KEY PERFORMANCE INDICATORS

The key financial performance indicators used to determine the progress and performance of the group are set out below:

YE 31.12.2024

YE 31.12.2023

£

£

Turnover

21,820,695

21,624,256

Gross profit

8,601,407

8,806,471

Gross profit margin

39.41%

40.72%

Profit/(loss) before tax

(27,079)

(168,275)

Shareholders' equity

1,459,801

1,652,747

Earnings before interest, tax, depreciation and amortisation (EBITDA)

650,897

732,407

In the year ending 31 December 2024 Turnover, has increased by 0.56%. Gross Profit margin has reduced and due to rising costs, there is a profit in the current year before tax, compare to last year loss, due to tight controls in place. The group considers EBITDA figure is more comparable measure of performance which has remained positive during the year despite increasing labour costs.

The group continues to maintain a healthy balance of reserves to meet its current and long-term liabilities as they fall due and shareholder's equity has more than doubled in the current year for the group due to healthy cash balance maintained as at the year end.

ON BEHALF OF THE BOARD:

Mr Arif Abdul Jivraj - Director

29 September 2025

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

PRINCIPAL ACTIVITIES

The principal activity of the parent continued to be that of a holding company and provision of management services to related entities.

The principal activity of the subsidiaries were that of operating fast food franchised restaurants and property investments.

DIVIDENDS

No interim dividend was paid during the year. The total distribution of dividends for the year ended 31 December 2024 will be £83,400 (2023: £83,400).

FUTURE DEVELOPMENTS

Management recognises that a new generation of guests expect to access the brand in a various ways and for that access to be easy and free of barriers. Management is pursuing avenues to extend our guest's choice of access of our great tasting Pizzas. We are continuously developing strong partnership with complementary consumer businesses and expanding delivery services.

DIRECTORS

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

Mr Arif Abdul Jivraj

Mr Kishore Jukhoop

FINANCIAL RISK MANAGEMENT

Interest rate risk - The group borrows from its bankers using term loans whose tenure depends on the nature of the assets and management's view of the future direction on interest rate.

Liquidity risk - The objective of the group in managing liquidity risk is to ensure that it can meet its financial obligations as and when they fall due.The group expects to meet its financial obligations through operating cashflow. Given the maturity of the bank loan, the group is in a position to meet its commitments and obligations as they come due.

EMPLOYMENT OF DISABLED PERSONS

The company gives full consideration to applications for employment from disabled persons where the requirements of the job can be adequately fulfilled by a disabled person. where existing employees become disabled, it is company's policy wherever practicable to provide continuing employment under normal terms and conditions and to provide training, career development and promotion to disabled employees wherever appropriate.

EMPLOYEE INVOLVEMENT

The directors consider that the involvement of employees is important to the success of the company, employees are regularly informed of the company's performance and progress at both formal and informal meetings.

DIRECTORS' RESPONSIBILITIES STATEMENT

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

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law), 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 the group 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;

-	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 and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, RA Audit Services Limited (Statutory Auditor), were appointed as auditor to the company and in accordance with section 485 of the Companies Act 2006, a resolution proposing that they be re-appointed will be put at a General meeting.

ON BEHALF OF THE BOARD:

Mr Arif Abdul Jivraj - Director

29 September 2025

Opinion

We have audited the financial statements of Zaf Holdings Limited (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 December 2024 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Statement of Financial Position, Company Statement of Financial Position, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Statement of Cash Flows, Company Statement of Cash Flows and Notes to the Statements of Cash Flows, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 December 2024 and of the group's loss for the year then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group 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 the 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 directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

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

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

-	adequate accounting records have not been kept 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.

Responsibilities of directors

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

In preparing the financial statements, the directors are responsible for assessing the group's and 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 group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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.

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

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

1) We identified the laws and regulations applicable to the group through discussions with directors, key management personnel and from our commercial knowledge and experience.

2) We focused on specific laws and regulations which we considered may have a direct effect on financial statements or the operations of the group including Companies Act 2006, current taxation legislation, data protection, anti-bribery and money laundering, employment and health and safety legislation.

3) We assessed the extent of compliance with the laws and regulations identified above through making enquiries of management.

4) Identified laws and regulations were communicated with the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

1) Making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual suspected and alleged fraud and

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

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

1) Performed analytical procedures to identify any unusual and unexpected relationships,

2) Tested journal entries to identify unusual transactions,

3) Investigated the rationale behind significant or unusual transactions.

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

1) Agreeing financial statements disclosures to underlying supporting documentation.

2) Enquiring of management as to actual and potential litigation and claims and

3) Reviewing correspondence with HMRC, enquiring of management over health and safety.

There are inherent limitations in our audit procedures described above. Auditing standards also limit the audit procedures required to identifying non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

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

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

Use of our report

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

Abdul Hafeez ACA, FCCA (Senior Statutory Auditor)

for and on behalf of RA Audit Services Limited (Statutory Auditor)

2nd Floor

Grove House

55 Lowlands Road

Harrow

Middlesex

HA1 3AW

29 September 2025

TURNOVER

4

21,820,695

21,624,256

Cost of sales

13,219,288

12,817,785

GROSS PROFIT

8,601,407

8,806,471

Administrative expenses

8,422,168

8,718,559

179,239

87,912

Other operating income

5

7,310

36,075

186,549

123,987

Interest payable and similar expenses

7

213,628

292,259

LOSS BEFORE TAXATION

8

(27,079

)

(168,272

)

Tax on loss

9

82,470

64,447

LOSS FOR THE FINANCIAL YEAR

(109,549

)

(232,719

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(109,549

)

(232,719

)

Loss attributable to:

Owners of the parent

(109,549

)

(232,719

)

Total comprehensive income attributable to:

Owners of the parent

(109,549

)

(232,719

)

FIXED ASSETS

Intangible assets

12

940,271

1,169,821

Tangible assets

13

1,420,946

1,279,432

Investments

14

-

-

Investment property

15

476,359

476,359

2,837,576

2,925,612

CURRENT ASSETS

Stocks

16

115,913

119,465

Debtors

17

2,814,347

1,520,109

Cash at bank and in hand

2,544,844

5,033,890

5,475,104

6,673,464

CREDITORS

Amounts falling due within one year

18

4,504,125

4,273,122

NET CURRENT ASSETS

970,979

2,400,342

TOTAL ASSETS LESS CURRENT LIABILITIES

3,808,555

5,325,954

CREDITORS

Amounts falling due after more than one year

19

(2,051,257

)

(3,423,729

)

PROVISIONS FOR LIABILITIES

22

(297,497

)

(249,475

)

NET ASSETS

1,459,801

1,652,750

CAPITAL AND RESERVES

Called up share capital

23

100

100

Retained earnings

24

1,459,701

1,652,650

SHAREHOLDERS' FUNDS

1,459,801

1,652,750

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr Arif Abdul Jivraj - Director

FIXED ASSETS

Intangible assets

12

253,692

149,466

Tangible assets

13

-

-

Investments

14

2,667,829

2,667,829

Investment property

15

-

-

2,921,521

2,817,295

CURRENT ASSETS

Debtors

17

3,443,492

2,971,573

Cash at bank

197,525

371,661

3,641,017

3,343,234

CREDITORS

Amounts falling due within one year

18

2,912,337

1,388,811

NET CURRENT ASSETS

728,680

1,954,423

TOTAL ASSETS LESS CURRENT LIABILITIES

3,650,201

4,771,718

CREDITORS

Amounts falling due after more than one year

19

1,779,365

3,140,621

NET ASSETS

1,870,836

1,631,097

CAPITAL AND RESERVES

Called up share capital

23

100

100

Retained earnings

1,870,736

1,630,997

SHAREHOLDERS' FUNDS

1,870,836

1,631,097

Company's profit for the financial year

323,139

180,285

The financial statements were approved by the Board of Directors and authorised for issue on 29 September 2025 and were signed on its behalf by:

Mr Arif Abdul Jivraj - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

1,968,769

1,968,869

Changes in equity

Dividends

-

(83,400

)

(83,400

)

Total comprehensive income

-

(232,719

)

(232,719

)

Balance at 31 December 2023

100

1,652,650

1,652,750

Changes in equity

Dividends

-

(83,400

)

(83,400

)

Total comprehensive income

-

(109,549

)

(109,549

)

Balance at 31 December 2024

100

1,459,701

1,459,801

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

1,534,112

1,534,212

Changes in equity

Dividends

-

(83,400

)

(83,400

)

Total comprehensive income

-

180,285

180,285

Balance at 31 December 2023

100

1,630,997

1,631,097

Changes in equity

Dividends

-

(83,400

)

(83,400

)

Total comprehensive income

-

323,139

323,139

Balance at 31 December 2024

100

1,870,736

1,870,836

Cash flows from operating activities

Cash generated from operations

1

(431,277

)

1,032,049

Interest paid

(213,628

)

(292,259

)

Tax paid

(33,806

)

(31,467

)

Net cash from operating activities

(678,711

)

708,323

Cash flows from investing activities

Purchase of intangible fixed assets

(125,000

)

(166,073

)

Purchase of tangible fixed assets

(251,312

)

(207,973

)

Net cash from investing activities

(376,312

)

(374,046

)

Cash flows from financing activities

Loan repayments in year

(1,350,623

)

(396,273

)

Equity dividends paid

(83,400

)

(83,400

)

Net cash from financing activities

(1,434,023

)

(479,673

)

Decrease in cash and cash equivalents

(2,489,046

)

(145,396

)

Cash and cash equivalents at beginning of year

2

5,033,890

5,179,286

Cash and cash equivalents at end of year

2

2,544,844

5,033,890

Cash flows from operating activities

Cash generated from operations

1

1,619,910

963,614

Interest paid

(190,253

)

(269,662

)

Tax paid

(55,453

)

(27,270

)

Net cash from operating activities

1,374,204

666,682

Cash flows from investing activities

Purchase of intangible fixed assets

(125,000

)

(166,073

)

Net cash from investing activities

(125,000

)

(166,073

)

Cash flows from financing activities

Increase in bank loans

(1,339,940

)

(386,122

)

Equity dividends paid

(83,400

)

(83,400

)

Net cash from financing activities

(1,423,340

)

(469,522

)

(Decrease)/increase in cash and cash equivalents

(174,136

)

31,087

Cash and cash equivalents at beginning of year

2

371,661

340,574

Cash and cash equivalents at end of year

2

197,525

371,661

1.	RECONCILIATION OF LOSS/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

Group

31.12.24

31.12.23

£

£

Loss before taxation

(27,079

)

(168,272

)

Depreciation charges

464,348

611,375

Finance costs

213,628

292,259

650,897

735,362

Decrease/(increase) in stocks

3,552

(30,590

)

Increase in trade and other debtors

(1,329,634

)

(684,326

)

Increase in trade and other creditors

243,908

1,011,603

Cash generated from operations

(431,277

)

1,032,049

Company

31.12.24

31.12.23

£

£

Profit before taxation

357,587

235,766

Depreciation charges

20,774

16,607

Finance costs

190,253

269,662

568,614

522,035

Increase in trade and other debtors

(471,919

)

(488,128

)

Increase in trade and other creditors

1,523,215

929,707

Cash generated from operations

1,619,910

963,614

2.	CASH AND CASH EQUIVALENTS

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

Group

Company

Year ended 31 December 2024

31.12.24

1.1.24

31.12.24

1.1.24

£

£

£

£

Cash and cash equivalents

2,544,844

5,033,890

197,525

371,661

Year ended 31 December 2023

31.12.23

1.1.23

31.12.23

1.1.23

£

£

£

£

Cash and cash equivalents

5,033,890

5,179,286

371,661

340,574

3.	ANALYSIS OF CHANGES IN NET FUNDS/(DEBT)

Group

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

5,033,890

(2,489,046

)

2,544,844

5,033,890

(2,489,046

)

2,544,844

Debt

Debts falling due within 1 year

(396,273

)

45,651

(350,622

)

Debts falling due after 1 year

(3,187,479

)

1,304,972

(1,882,507

)

(3,583,752

)

1,350,623

(2,233,129

)

Total

1,450,138

(1,138,423

)

311,715

Company

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank

371,661

(174,136

)

197,525

371,661

(174,136

)

197,525

Debt

Debts falling due within 1 year

(386,123

)

46,184

(339,939

)

Debts falling due after 1 year

(2,904,371

)

1,293,756

(1,610,615

)

(3,290,494

)

1,339,940

(1,950,554

)

Total

(2,918,833

)

1,165,804

(1,753,029

)