ACCOUNTS - Final Accounts preparation

Registered number: 03531631

EASTGATE FOODS LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

EASTGATE FOODS LIMITED

COMPANY INFORMATION

Directors	H R Lipscombe
	J S Lipscombe
	P J Goodgame


Company secretary	SJ Wallman


Registered number	03531631


Registered office	Chesterford House
	14 Stansted Distribution Centre
	London
	United Kingdom
	CM22 7DG


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

EASTGATE FOODS LIMITED

CONTENTS

	Page
Strategic Report	1
Directors' Report	2 - 3
Independent Auditors' Report	4 - 7
Statement of Financial Position	8
Statement of Changes in Equity	9
Notes to the Financial Statements	10 - 12

EASTGATE FOODS LIMITED

STRATEGIC REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

Introduction

The directors present the Strategic Report and financial statements for the year ended 31 December 2024.

Business review

The Company was dormant during the year in line with expectations.

Principal risks and uncertainties

As a dormant company, the Company is exposed to very little risk or uncertainty.

Key performance indicators

As a dormant company, the Company has no financial or non-financial key performance indicators used by the directors to assess its performance.

This report was approved by the board on3 October 2025 and signed on its behalf.

................................................

J S Lipscombe

Director

Page 1

EASTGATE FOODS LIMITED

DIRECTORS' REPORT

FOR THE YEAR ENDED 31 DECEMBER 2024

The directors present their report and the financial statements for Eastgate Foods Limited (the 'Company') for the year ended 31 December 2024.

Directors' responsibilities statement

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 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 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.

Principal activity

The principal activity of the Company was that of a dormant holding company.

Results and dividends

The profit for the year, after taxation, amounted to £nil (2023 - £nil).
No dividends were paid or declared during they year ended 31 December 2024 (2023: £NIL).

Directors

The directors who served during the year were:

H R Lipscombe

J S Lipscombe

P J Goodgame

Page 2

EASTGATE FOODS LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE YEAR ENDED 31 DECEMBER 2024

Employees

The Company provides employees with relevant information on a regular basis through meetings with management staff.
The Company has an equal opportunities policy and is committed to ensuring that all employees are treated fairly, regardless of gender, marital status or disability. Training is provided to all levels of staff, and investment in employee development continues to be a priority. Within the equal opportunities policy, 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.

Disclosure of information to auditors

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.

Future developments

The Company has chosen, in accordance with Companies Act 2006, s.414C(11), to set out in the Company's strategic report information relating to future development and financial risk management.

Post balance sheet events

There have been no significant events affecting the Company since the year end.

Auditors

HaysMac LLP were appointed as auditor to the Company in the year 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.

This report was approved by the board and signed on its behalf.

................................................

J S Lipscombe

Director

Date: 3 October 2025

Page 3

EASTGATE FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EASTGATE FOODS LIMITED

Opinion

We have audited the financial statements of Eastgate Foods Limited (the 'Company') for the year ended 31 December 2024, which comprise the Statement of Financial Position, the Statement of Changes in Equity and the related notes, 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 result 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 United Kingdom, including the Financial Reporting Council'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.

Page 4

EASTGATE FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EASTGATE FOODS LIMITED (CONTINUED)

Other information

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

We have nothing to report in this regard.

Opinion 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 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 Directors' Report.

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

∙adequate accounting records have not been kept, 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 2, 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 either intend to liquidate the Company or to cease operations, or have no realistic alternative but to do so.

Page 5

EASTGATE FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EASTGATE FOODS LIMITED (CONTINUED)

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

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

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud.
Based on our understanding of the Company and industry, we identified that the principal risks of non-compliance with laws and regulations related to regulatory requirements, and we considered the extent to which non-compliance might have a material effect on the financial statements.
We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006..
We evaluated 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 inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:

∙Discussions with management regarding correspondence with tax authorities;

∙Discussions with management including consideration of known or suspected instances of non-compliance with laws and regulation and fraud;

∙Evaluating management's controls designed to prevent and detect irregularities; and

∙Challenging assumptions and judgements made by management in their critical accounting estimates, particularly in respect of their assessment as to whether there is any impairment of investments in subsidiaries.

Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.

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 Auditors' Report.

Page 6

EASTGATE FOODS LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF EASTGATE FOODS LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' 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.

David Lyons (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

7 October 2025

Page 7

EASTGATE FOODS LIMITED

REGISTERED NUMBER: 03531631

STATEMENT OF FINANCIAL POSITION

AS AT 31 DECEMBER 2024

		2024		2023
Note		£		£

Fixed assets
Investments	5		4,638,600		4,638,600
			4,638,600		4,638,600
Creditors: amounts falling due within one year	6	(1,539,261)		(1,539,261)
Net current liabilities			(1,539,261)		(1,539,261)
Net assets			3,099,339		3,099,339

Capital and reserves
Called up share capital	18,339	18,339
Share premium account	1,532,426	1,532,426
Profit and loss account	1,548,574	1,548,574
	3,099,339	3,099,339

The financial statements were approved and authorised for issue by the board and were signed on its behalf by:

................................................

J S Lipscombe

Director

Date: 3 October 2025

The notes on pages 10 to 12 form part of these financial statements.

Page 8

EASTGATE FOODS LIMITED

STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 31 DECEMBER 2024

	Called up share capital	Share premium account	Profit and loss account	Total equity
	£	£	£	£
At 1 January 2023	18,339	1,532,426	1,548,574	3,099,339

At 1 January 2024	18,339	1,532,426	1,548,574	3,099,339
At 31 December 2024	18,339	1,532,426	1,548,574	3,099,339

The notes on pages 10 to 12 form part of these financial statements.

Page 9

EASTGATE FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

1.	General information

Eastgate Foods Limited is a private company limited by shares and incorporated in England and Wales. The Company's registered number is 03531631 and its registered office address is Chesterford House, 14 Stansted Distribution Centre Start Hill, Bishop's Stortford, Hertfordshire, London, CM22 7DG.

2.Accounting policies

2.1

Basis of preparation of financial statements

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 financial statements are prepared in sterling, which is the functional currency of the entity and rounded to the nearest £.
The following principal accounting policies have been applied:

2.2

Financial Reporting Standard 102 - reduced disclosure exemptions

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 33 Related Party Disclosures paragraph 33.7.

This information is included in the consolidated financial statements of The Chesterford Group Limited as at 31 December 2024 and these financial statements may be obtained from Companies House..

2.3

Going concern

The financial statements have been prepared on a going concern basis. The Directors consider this basis to be appropriate despite the fact that the balance sheet shows net current liabilities at 31 December 2024. This is due to the continuing support of its parent company, The Chesterford Group and its shareholders.

2.4

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.5

Creditors

Short-term creditors are measured at the transaction price.

Page 10

EASTGATE FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

In the application of the Company's accounting policies, management are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
Key judgements made by management include:

Impairment of investment subsidiary

The directors have considered whether indicators of impairment are present in respect of the investment in subsidiary balance at the year end of £4,638,600 (2023: £4,638,600). Factors taken into consideration in making such a judgement include whether the net asset position of the entity is lower than the investment balance and estimating the value of the subsidiary to which the investment relates. The directors have valued the subsidiary using the fair value less costs to sell method and on the basis that this exceeds the carrying amount of the investment in it, have concluded that no impairment of the investment is necessary (2023: £nil).

Employees

The Company has no employees other than the directors, who did not receive any remuneration (2023: £nil).

5.	Fixed asset investments

		Investments in subsidiary companies
		£
	Cost or valuation
	At 1 January 2024	4,638,600
	At 31 December 2024	4,638,600

Page 11

EASTGATE FOODS LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Principal activity	Class of shares	Holding

	Fish 'n' Chick'n Limited	Chesterford House, 14 Stansted Distribution Centre, Start Hill, Bishop's Stortford, Hertforshire, CM22 7DG	Operates fast food retail shops and restaurants	Ordinary	100%
	Bankers Restaurants Limited	Chesterford House, 14 Stansted Distribution Centre, Start Hill, Bishop's Stortford, Hertforshire, CM22 7DG	Dormant company	Ordinary	100%

6.	Creditors: amounts falling due within one year
		2024	2023
		£	£

	Amounts owed to group undertakings	1,539,261	1,539,261

Amounts owed to group undertakings are unsecured, interest free and payable on demand.

7.	Share capital
		2024	2023
		£	£

Allotted, called up and fully paid

7,654 (2023 - 7,654) Ordinary shares of £1.00 each	7,654	7,654
10,685 (2023 - 10,685) Ordinary 'A' shares of £1.00 each	10,685	10,685

	18,339	18,339

Both classes of shares rank pari-passu in all respects.

8.	Controlling party

The Company's immediate and ultimate parent company is The Chesterford Group Limited, which is registered in England and Wales at Chesterford House, 14 Stansted Distribution Centre, Start Hill, Bishop's Stortford, Hertfordshire, CM22 7DG. The Chesterford Group Limited produces consolidated financial statements that are available from Companies House.
The ultimate controlling party of The Chesterford Group Limited is considered to be the Lipscombe family.

Page 12