REGISTERED NUMBER: 10980818 (England and Wales)

STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

AUDITED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

INCITO GROUP HOLDINGS LIMITED

Page

Company Information

1

Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

11

Statement of Comprehensive Income

15

Balance Sheet

16

Statement of Changes in Equity

17

Cash Flow Statement

18

Notes to the Financial Statements

19

DIRECTORS:

P Toner

A Toner

REGISTERED OFFICE:

The Accounting Centre

First Floor

736 High Road

North Finchley

London

N12 9QD

REGISTERED NUMBER:

10980818 (England and Wales)

SENIOR STATUTORY AUDITOR:

Andrew Green LLB FCA

AUDITORS:

THP Limited

Chartered Accountants

and Statutory Auditors

34-40 High Street

Wanstead

London

E11 2RJ

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

REVIEW OF BUSINESS

The directors report that despite improvements in revenue and gross profit margin, the company incurred an operating loss due to challenging market conditions.

Gross profit margin improved by 1.6% as food cost inflation stabilised and selling prices were adjusted.

The Company's key performance indicators are as follows:

31 December 2024

31 December 2023

£

£

Turnover

42,552,054

40,646,082

Gross profit

27,923,860

26,013,994

Gross profit %

65.6%

64.0%

Operating result

(155,698)

743,387

The net liabilities of the company are £184,887 (2023: assets £503,543) at the balance sheet date, a significant reduction due to the operating loss. See page 5 for comments on the net current liability position and going concern.

PRINCIPAL RISKS AND UNCERTAINTIES

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

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

Economic outlook

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

Inflation and the cost of living crisis

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

Food cost inflation

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

Wages cost inflation and employee retention

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

Utilities costs

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

Competition

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

Liquidity risk

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

Interest rate risk

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

Workplace health and safety

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

SECTION 172(1) STATEMENT

The Directors of the Company, and those of all UK companies, must act in accordance with a set of general duties. These duties are set out in Section 172 of the Companies Act 2006 which are summarised as follows:

"A Director of a Company must act in the way they consider, in good faith, would be most likely to promote the success of the Company for the benefit of its shareholders as a whole, and in doing so have regard (amongst other matters) to:

a. the likely consequences of any decisions in the long term;

b. the interests of the company's employees;

c. the need to foster the company's business relationships with suppliers, customers and others;

d. the impact of the company's operations on the community and the environment;

e. the desirability of the company maintaining a reputation for high standards of business conduct; and

f. the need to act fairly as between the shareholders of the company."

The following paragraphs summarise how the Directors fulfilled their duties:

Risk Management

As we develop as a business so does the risk environment in which we operate become more complex. It is therefore vital that we effectively identify, evaluate, manage and mitigate risks that the business may encounter. We continually evolve our approach to risk management. Details of the risks encountered by the business and the steps taken to mitigate these risks are detailed on page 6.

Our people

Our people are fundamental to the delivery and success of our operations. We aim to be a responsible employer in our approach to pay and benefits received by our employees. The health, safety and wellbeing of our people are also a major concern for the business and we try to ensure we manage and monitor these as closely as possible. For our business to succeed we need to manage our people's performance, develop and bring through talent while ensuring we operate as efficiently and as effectively as possible. For further details on our people see page 6.

Business Relationships

In order to grow and develop our business we need to grow and develop our business relationships with our suppliers and strategic partners. This includes working with these partners so that we can deliver for the customers and communities we serve.

Community and Environment

It is important to the business that we interact responsibly with the communities in which it operates and the wider environment. We try to ensure we are as involved as much as possible in the local activities and work closely with local bodies to ensure that the community is best served. We try where possible to minimise our impact on the environment.

High Standards of Business Conduct

It is important to the business that we apply high standards of conduct in all areas in which we operate. This principle is closely monitored by the board and wider management team making sure the business behaves in a responsible manner in all activities it undertakes.

Shareholders

As this is an owner managed business there is inherently an alignment between the goals of the management and the shareholders.

ON BEHALF OF THE BOARD:

P Toner - Director

30 September 2025

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

PRINCIPAL ACTIVITY

The principal activity of the company in the year under review was that of operating quick service restaurants.

GOING CONCERN

The balance sheet as at 31 December 2024 shows a net current liability position of £5,114,111 (2023: £3,529,494) and a deficit in shareholders' funds of £184,887 (2023: surplus £503,543).

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

The Directors have produced detailed cash flow and profits forecasts that show the company continuing to deliver significant profits in the years to 31/12/2025 and 31/12/2026. The current positive cash flows from trading will be sufficient to meet working capital and financing obligations as they fall due.

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

DIVIDENDS

Interim dividends of £293,739 (2023: £327,221) were paid during the year. The Directors do not recommend payment of a final dividend.

FUTURE DEVELOPMENTS

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

DIRECTORS

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

P Toner

A Toner

ENGAGEMENT WITH EMPLOYEES

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

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

The company gives full and fair consideration to applications for employment from those with disabilities. In the event of employees becoming disabled whilst in service of the company, every effort is made to continue their employment by transfer to alternative duties, if required and by provision of such retraining as is appropriate.

ENGAGEMENT WITH SUPPLIERS, CUSTOMERS AND OTHERS

Suppliers

As part of a wider business network, we primarily utilise established supply chains who manage many of our suppliers on our behalf. We are proud supporters of British and Irish agriculture and work with over 23,000 British and Irish farmers who supply quality produce for our menu, as well as businesses who help us create more sustainable packaging. Through this extensive supply chain across the UK and Ireland, enables our suppliers contribute to our success.

We have long-term partnerships with many of our suppliers. Such long-term partnerships encourage collaboration and enable suppliers to make decisions for the long term, giving them the confidence to invest in their businesses. In order to meet our continued volume growth, suppliers need to invest in future capacity, which involves significant capital investment in equipment and infrastructure. Long-term commitment to supply our company in the UK, has enabled our suppliers to grow with us and drive positive change within their own businesses. The wider Supply Chain and Sustainability function that the company is part of has a broad remit, from ensuring our products and ingredients meet our high food safety, quality and traceability expectations from farm to front counter, to the transportation of goods from supplier to restaurant, procurement of all food and paper, as well as responsibility for our nutrition, sustainability, agriculture, packaging and recycling strategies across our supply base.

Customers

Our customers are at the heart of everything we do. We acknowledge the importance of keeping our customers engaged with our business. As part of a wider franchise network we are able to utilise established customer communication channels, as well as our own tailored channels, to effectively communicate with our customers.

The Local Community

The Company recognises its responsibility to the wider community in which its restaurants are based. We actively take part in community events and work with local representative bodies that help promote the areas in which the stores operate.

STREAMLINED ENERGY AND CARBON REPORTING

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

Our emissions are reported using the financial control boundary and the methodology used aligns with Defra's Environmental reporting guidelines (2019) and uses the UK government's greenhouse gas reporting conversion factors (2023) to quantify emissions. The total greenhouse gas emissions, reportable under SECR from 1st January 2024 - 31st December 2024, were 1,131 tonnes of carbon dioxide equivalent (tCO2e). These include emissions associated with electricity, natural gas, transport consumption and refrigerant leaks. The number of sites contributing to this report has not changed from last year. The total greenhouse gas emissions decreased by 6.5% compared to 2023’s figures, because purchased electricity energy consumption (kWh) has decreased by 8.6% and natural gas energy consumption (kWh) has decreased by 29.7%, from 2023 to 2024.

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

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

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

- Improved refrigerant leak data capture from suppliers compared to the prior year, which has been confirmed by the Franchisor, has led to an increase in emissions associated with refrigerants.

As per SECR guidelines, The emission intensity is calculated as the ratio of annual emissions (tCO2e) to the turnover (in £’000). For FY 2024, this resulted in an emission intensity of 0.027 tCO2e per £’000, which represents a 11.7% decrease compared to the previous year (0.030 tCO2e per £’000).

Greenhouse gas emissions

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

Emissions source

2024

2023

YoY % change

Share %

Electricity

999

1,092

-8%

88%

Natural Gas

83

118

-30%

7%

Purchased fuel

-

-

-

-

Transportation - direct

-

-

-

-

Transportation - indirect

0.3

-

100%

0.03%

Refrigerants leaks

48

-

100%

4%

Total Emissions (tCO2e)

1,131

1,210

-6.5%

-

Total Gross Annual Revenue (£'000)

42,552

40,190

5.9%

-

Intensity (tCO2e per £'000)

0.0266

0.0301

-12%

-

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

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

Emissions source

2024

2023

YoY % change

Share %

Scope 1

132

118

11%

12%

Scope 2

918

1,005

-9%

81%

Scope 3

81

87

-6%

7%

Total Emissions (tCO2e)

1,131

1,210

-7%

-

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

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

Emissions source

2024

2023

YoY % change

Share %

Electricity

81

87

-7%

38%

Natural Gas

83

118

-30%

39%

Purchased fuel

-

-

-

-

Transportation - direct

-

-

-

-

Transportation - indirect

0.3

-

100%

0.1%

Refrigerants leask

48

-

100%

23%

Total Emissions (tCO2e)

213

205

4%

-

Total Gross Annual Revenue (£'000)

42,552

40,190

6%

-

Intensity (tCO2e per £'000)

0.0050

0.0051

-2%

-

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

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

Emissions source

2024

2023

YoY % change

Share %

Scope 1

132

118

11%

62%

Scope 2

-

-

-

-

Scope 3

81

87

-6%

38%

Total Emissions (tCO2e)

213

205

4%

-

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

Energy consumption

Energy consumption per source (kWh)

Emissions source

2024

2023

YoY%

Share %

Electricity

4,433,407

4,852,758

-9%

91%

Natural Gas

454,479

646,044

-30%

9%

Purchased fuel (LPG)

-

-

-

-

Transport - direct

-

-

-

-

Transportation - indirect

1,372

-

100%

0.03%

Refrigerants leaks

-

-

-

-

Total Emissions (tCO2e)

4,889,258

5,498,803

-11%

-

Total Gross Annual Revenue (£'000)

42,552

40,190

6%

-

Intensity: (kWh per £'000)

115

137

-16%

-

Greenhouse Gas (GHG) Reporting Methodology Statement

Reporting Period

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

Boundary, methodology and exclusions

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

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

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

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

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

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

Energy efficiency initiatives

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

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

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

- Improvements to the Car Park lighting schedule.

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

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

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

- Heating set point temperature reduction.

- BMS time adjusted to sync with actual time.

DISCLOSURE IN THE STRATEGIC REPORT

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

STATEMENT OF DIRECTORS' RESPONSIBILITIES

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

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

-	select suitable accounting policies and then apply them consistently;

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

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

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

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

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, THP Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

P Toner - Director

30 September 2025

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

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

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

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

Other information

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

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

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

Matters on which we are required to report by exception

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

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

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

-	the financial statements are not in agreement with the accounting records and returns; or

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

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

Responsibilities of directors

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

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

Auditors' responsibilities for the audit of the financial statements

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

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

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

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

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

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

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

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

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

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

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

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

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

- tested journal entries to identify unusual transactions;

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

- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;

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

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

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

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

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

Use of our report

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

Andrew Green LLB FCA (Senior Statutory Auditor)

for and on behalf of THP Limited

Chartered Accountants

and Statutory Auditors

34-40 High Street

Wanstead

London

E11 2RJ

30 September 2025

TURNOVER

42,552,054

40,646,082

Cost of sales

14,628,194

14,632,088

GROSS PROFIT

27,923,860

26,013,994

Administrative expenses

28,079,558

25,270,607

OPERATING (LOSS)/PROFIT

5

(155,698

)

743,387

Interest receivable and similar income

-

683

(155,698

)

744,070

Interest payable and similar expenses

6

374,268

456,000

(LOSS)/PROFIT BEFORE TAXATION

(529,966

)

288,070

Tax on (loss)/profit

7

(135,275

)

75,131

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(394,691

)

212,939

FIXED ASSETS

Intangible assets

9

5,747,724

6,152,380

Tangible assets

10

2,903,095

3,216,041

Investments

11

10,000

10,000

8,660,819

9,378,421

CURRENT ASSETS

Stocks

12

191,658

184,912

Debtors

13

367,060

480,064

Cash at bank

860,691

1,437,260

1,419,409

2,102,236

CREDITORS

Amounts falling due within one year

14

6,533,520

5,631,730

NET CURRENT LIABILITIES

(5,114,111

)

(3,529,494

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,546,708

5,848,927

CREDITORS

Amounts falling due after more than one year

15

(3,287,858

)

(4,766,372

)

PROVISIONS FOR LIABILITIES

18

(443,737

)

(579,012

)

NET (LIABILITIES)/ASSETS

(184,887

)

503,543

CAPITAL AND RESERVES

Called up share capital

19

100

100

Retained earnings

20

(184,987

)

503,443

SHAREHOLDERS' FUNDS

(184,887

)

503,543

The financial statements were approved by the Board of Directors and authorised for issue on 30 September 2025 and were signed on its behalf by:

P Toner - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

100

617,725

617,825

Changes in equity

Dividends

-

(327,221

)

(327,221

)

Total comprehensive income

-

212,939

212,939

Balance at 31 December 2023

100

503,443

503,543

Changes in equity

Dividends

-

(293,739

)

(293,739

)

Total comprehensive income

-

(394,691

)

(394,691

)

Balance at 31 December 2024

100

(184,987

)

(184,887

)

Cash flows from operating activities

Cash generated from operations

24

1,854,378

2,423,141

Interest paid

(374,268

)

(456,000

)

Tax paid

238,509

-

Net cash from operating activities

1,718,619

1,967,141

Cash flows from investing activities

Purchase of tangible fixed assets

(219,915

)

(305,163

)

Interest received

-

683

Net cash from investing activities

(219,915

)

(304,480

)

Cash flows from financing activities

Loan repayments in year

(1,781,534

)

(1,484,227

)

Amount introduced by directors

-

40,482

Equity dividends paid

(293,739

)

(327,221

)

Net cash from financing activities

(2,075,273

)

(1,770,966

)

Decrease in cash and cash equivalents

(576,569

)

(108,305

)

Cash and cash equivalents at beginning of year

25

1,437,260

1,545,565

Cash and cash equivalents at end of year

25

860,691

1,437,260

1.	STATUTORY INFORMATION

Incito Group Holdings Limited is a private company, limited by shares , registered in England and Wales. The company's registered number and registered office address can be found on the Company Information page.

The presentation currency of the financial statements is the Pound Sterling (£).

2.	STATEMENT OF COMPLIANCE

These financial statements have been prepared in accordance with Financial Reporting Standard 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland" and the Companies Act 2006.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

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

Going concern

The balance sheet as at 31 December 2024 shows a net current liability position of £5,114,111 (2023: £3,529,494) and a deficit in shareholders' funds of £184,887 (2023: surplus £503,543).

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

The Directors have produced detailed cash flow and profits forecasts that show the company continuing to deliver significant profits in the years to 31/12/2025 and 31/12/2026. The current positive cash flows from trading will be sufficient to meet working capital and financing obligations as they fall due.

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