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

The directors aim to present a balanced and comprehensive review of the performance of the group during the year and of its position at the year end. This review is consistent with the size and nature of the group and is written in the context of the risks and uncertainties that the group faces.

The principal activity of the company is that of a holding company. The principal activity of the group continued to be that of restaurateurs.

The directors consider that the key financial performance indicators are those which communicate the financial performance and strength of the group as a whole, being turnover and gross profit margin. During the year, the group’s turnover decreased by 2.41%. The profit before taxation was £507,055 with a gross profit margin of 73.8%, compared with a profit before taxation of £391,443 and 67.2% for the previous year.

In light of the current economic climate and competitive nature of the industry in which the group operates, the results for the year and the financial position of the group at the year end were considered satisfactory by the directors who believe that the group is well placed to react quickly to any changes in trading conditions and to take advantage of any business opportunities that may arise.

The directors continually monitor the principal risks and uncertainties of the business and seek to mitigate any such risks. The directors believe that the principal risk factors facing the businesses include: reputational issues, loss of key personnel, and cost increases beyond their control from wage legislation, business rates, energy costs and food cost changes. The group responds to the highly competitive nature of the restaurant industry by continually improving the standard of its products, both in terms of facilities and levels of service.

On behalf of the board

The directors present their report and financial statements for the year ended 31 July 2024.

The results for the year are set out on page 7.

The directors do not recommend payment of an ordinary dividend.

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

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

The group's policy is to consult and discuss with employees, through unions, staff councils and at meetings, matters likely to affect employees' interests.

Information about matters of concern to employees is given through information bulletins and reports which seek to achieve a common awareness on the part of all employees of the financial and economic factors affecting the group's performance.

There is no employee share scheme at present.

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

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

• select suitable accounting policies and then apply them consistently;

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

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

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

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

We have audited the financial statements of Harts Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 July 2024 which comprise the Group Profit And Loss Account, the Group Balance Sheet, the Company Balance Sheet, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including FRS 102 The Financial Reporting Standard applicable in the UK and Republic of Ireland (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Material uncertainty related 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.

We draw attention to note 1.3 of the financial statements concerning the group’s ability to continue as a going concern. The group had net current liabilities of £2,865,555 as at 31 July 2024. These conditions, along with other matters as set forth in note 1.3, indicate that a material uncertainty exists that may cast doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.

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

Other information

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

We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

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

• the information given in the Strategic Report and the Directors' Report for the financial 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.

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 Strategic Report and the Directors' Report.

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:

• 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.

As explained more fully in the Directors' Responsibilities Statement set out on page 3, 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 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.

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

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

We identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and then design and perform audit procedures responsive to those risks, including obtaining audit evidence that is sufficient and appropriate to provide a basis for our opinion. However, responsibility for the prevention and detection of fraud ultimately rests with both those charged with governance and management of the group and parent company.

In identifying and assessing risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, our procedures included the following:

• obtaining an understanding of the legal and regulatory framework applicable to the group and parent company by considering the nature of the industry in which the group and parent company operates and enquiring of management; and

• identifying the key laws and regulations considered to have a direct impact on the financial statements including the UK Companies Act 2006, UK Generally Accepted Accounting Practice and UK tax legislation. Other regulations identified which were not considered to have a direct impact on the financial statements but which were considered central to the ability of the group to operate were food safety and hygiene regulations, fire safety regulations, the Licencing Act and Health and Safety Act; and

• assessing how the group and parent company is complying with the applicable legal and regulatory framework by making further enquiries of management and observing the group and parent company's control environment regarding compliance with regulations and fraud prevention; and

• assessing the susceptibility of the group and parent company’s financial statements to material misstatement, including how fraud might occur, by considering the effectiveness of the group and parent company’s accounting systems and controls and how these were monitored by management. Performance related targets and bonuses were also considered. Where the risk of material misstatement was considered to be higher in certain areas, further audit procedures were designed to address this increased risk; and

• discussing amongst the engagement team how and where fraud might occur in the financial statements and any potential indicators of fraud.

Our procedures to respond to risks identified included the following:

• reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations; and

• enquiry of group and parent company staff responsible for compliance to identify any instances of non-compliance with laws and regulations; and

• reviewing supporting documentation confirming compliance with specific laws and regulations considered central to the ability of the group to operate; and

• enquiry of management, those charged with governance and other relevant parties around actual and potential litigation claims; and

• performing audit work over revenue recognition including analytical procedures and substantive tests of

detail of a sample of revenue transactions; and

• performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business and reviewing accounting estimates for bias; and

• communicating identified laws and regulations and potential fraud risks to all engagement team members and assessing whether there are any indications of fraud or non-compliance with laws and regulations throughout the audit.

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

Use of our report

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

The profit and loss account has been prepared on the basis that all operations are continuing operations.

These financial statements have been prepared in accordance with the provisions relating to medium-sized groups.

As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s profit for the year was £234,968 (2023 - £212,485 profit).

Harts Group Ltd (“the company”) is a private limited company domiciled and incorporated in England and Wales. The address of the registered office and the place of business is given in the company information page of these financial statements.

The group consists of Harts Group Ltd and all of its subsidiaries ("the group").

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

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

The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below. These policies have been consistently applied to all years presented unless otherwise stated.

The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. trueThe company has taken advantage of the exemption from preparing a statement of cash flows on the basis that the group statement of cash flows, included in these financial statements, includes the company's cash flows.

The consolidated financial statements incorporate those of Harts Group Ltd and all of its subsidiaries other than Barrafina Outside Catering Limited (ie entities that the group controls through its power to govern the financial and operating policies so as to obtain economic benefits).

The Companies Act 2006 s405 exemption has been taken with regards to Barrafina Outside Catering Limited. The subsidiary is considered immaterial to the group and has not been consolidated. A loss of £5,384 was incurred during the year to 31 July 2024 with capital and reserves of £5,393 at the year-end.

All financial statements are made up to 31 July 2024. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.

All intra-group transactions, balances and unrealised gains on transactions between group companies are eliminated on consolidation.

These financial statements have been prepared on the going concern basis. The directors have a reasonable expectation that the group will continue in operational existence for the foreseeable future. However, the directors are aware of certain material uncertainties which may cast doubt on the group’s ability to continue as a going concern.

The group meets its day to day working capital requirements through management of its cash resources, a bank loan facility and loans provided by the shareholders. The directors have prepared forecasts for the period ending 12 months from the date of approval of these financial statements. Based on these forecasts, the directors consider the group will have sufficient working capital to meet the forecast levels of group activity. Therefore the directors consider it appropriate to prepare the financial statements on the going concern basis. However, the margin of facilities over requirements is not large and, inherently, there can be no certainty in relation to these matters.

Turnover is recognised at the fair value of the consideration received or receivable for goods and services

provided in the normal course of business, net of VAT, and comprises;

• the sale of food and beverages, which is recognised at the point of sale.

• membership income, which is recognised on the date that the membership is issued.

• sponsorship income, which is recognised in line with the conditions stipulated in the sponsorship

contracts.

Research and development expenditure is written off to the profit and loss account in the year in which it is incurred.

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

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

In the parent company financial statements, investments in subsidiaries are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.

At each reporting period end date, the group reviews the carrying amounts of its tangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset, or the asset’s cash generating unit, is estimated and compared to the carrying amount in order to determine the extent of the impairment loss (if any). Where the carrying amount exceeds its recoverable amount, an impairment loss is recognised in the profit and loss account unless the asset is carried at a revalued amount where the impairment loss is a revaluation decrease.

Stocks are stated at the lower of cost and estimated selling price and are measured on a first in first out basis. Provision is made for damaged, obsolete and slow-moving stock where appropriate.

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

Debtors and creditors with no stated interest rate and receivable or payable within one year are measured at transaction price. Any losses arising from impairment are recognised in the profit and loss account.

Loans are initially measured at transaction price and subsequently measured at amortised cost using the effective interest method.

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

The tax currently payable is based on taxable profit for the year. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.

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

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity.

Provisions are recognised when the group has a legal or constructive present obligation as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

When employees have rendered service to the company, short-term employee benefits to which the employees are entitled are recognised at the undiscounted amount expected to be paid in exchange for that service.

The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.

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

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessees. All other leases are classified as operating leases.

Assets held under finance leases are recognised as assets at the lower of the assets fair value at the date of inception and the present value of the minimum lease payments. The related liability is included in the balance sheet as a finance lease obligation.

Rentals payable under operating leases, including any lease incentives received, are charged to the profit and loss account on a straight line basis over the term of the relevant lease.

Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.

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

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

The directors do not consider there to be any key sources of estimation uncertainty that have a significant effect on the amounts recognised in the financial statements.

All turnover originates in the United Kingdom from the group's principal activity.

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

Their aggregate remuneration comprised:

From 1 April 2023, the UK corporation tax rate increased from 19% to 25%. The prior year rate is pro-rated accordingly.

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

Fixed assets have been pledged as security for the group’s bank borrowings.

The net carrying value of tangible fixed assets includes the following in respect of assets held under finance leases or hire purchase contracts.

Details of the company's subsidiaries at 31 July 2024 are as follows:

The registered office address of Barrafina Outside Catering Limited is 6 Wing Lane, Pilton, Oakham, Rutland, United Kingdom, LE15 9NR.

The registered office address of all other subsidiaries is the same as the company's registered office address as given in the company information page of these financial statements.

Group

Bank loans include a loan of £1,200,000 which is repayable by 60 monthly instalments of £20,000 up to May 2027. The loan carries a fixed interest rate of 16.5% per annum.

Bank loans include a BBLS loan of £50,000 which is repayable by 60 monthly instalments up to May 2026 following an interest and repayment free period of 12 months. The loan carries a fixed interest rate of 2.50% per annum.

Other loans include a loan of £157,030 repayable by monthly instalments and a final repayment which is due in 2028. This loan carries a fixed interest rate of 14.3%, and is secured by fixed charges over certain fixed assets of the group and a guarantee from Harts Group Limited.

Other loans include a loan of £287,329 repayable by monthly instalments and a final repayment which is due in 2028. This loan carries a fixed interest rate of 8.7%, and is secured by fixed charges over certain fixed assets of the group and a guarantee from Harts Group Limited and Barrafina Limited.

Company

Bank loans include a loan of £1,200,000 which is repayable by 60 monthly instalments of £20,000 up to May 2027. The loan carries a fixed interest rate of 16.5% per annum.

Bank loans include a BBLS loan of £50,000 which is repayable by 60 monthly instalments up to Jan 2027 following an interest and repayment free period of 12 months. The loan carries a fixed interest rate of 2.50% per annum.

The bank loans are secured by an interlocking cross guarantee and debenture between Quo Vadis Soho Limited, Leoni's Quo Vadis Limited, Fino Restaurant Limited and Barrafina Limited, limited guarantees given by certain company directors and a charge over 10 Adelaide Street, London.

The finance leases are secured on the assets to which they relate.

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

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

In 2021, 6,500,000 share options were issued on an equity settled basis and have been reserved at fair value within the accounts. These options will vest on the earlier of a sale of the company or after 10 years from the grant date. The options outstanding at 31 July 2024 had an exercise price of £0.0001, and a remaining contractual life of 7 years.

The Ordinary, A Ordinary and B Ordinary shares carry the right to attend, speak and vote at all general meetings of the company. The Ordinary and B Ordinary shares carry a right to participate in any dividends. The A Ordinary, D Ordinary, and E Ordinary shares carry no rights to dividends. On a return of capital, the surplus assets will be distributed on the basis of the relevant priority arrangement as set out in articles 10.2, 10.3, 10.4, or 10.5 in the Articles of Association for the company.

The share premium reserve represents the premium on shares issued at a value that exceeds their nominal value.

The share option reserve represents active share options granted and not issued.

The profit and loss reserve comprises retained profits and losses for the current and prior periods.

Under the terms of an unlimited interlocking guarantee, Harts Group Ltd, Quo Vadis Soho Limited, Fino Restaurant Limited, Barrafina Limited and Leoni's Quo Vadis Limited jointly and severally undertook to satisfy on demand all sums owing to the bank by the other parties to the agreement. As at 31 July 2024 the net amounts owing to the bank were £749,741 (2023 - £987,384) by Harts Group Ltd, £Nil (2023 - £Nil) by Quo Vadis Soho Limited, £Nil (2023 - £Nil) by Fino Restaurant Limited, £Nil (2023 - £Nil) by Barrafina Limited and £Nil (2023 - £Nil) by Leoni's Quo Vadis Limited.

Barrafina Limited acts as guarantor for loans amounting to £1,750,000 and Harts Group Ltd acts as a guarantor for finance leases amounting to £457,256 made to a company which has common directors.

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

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

The remuneration of key management personnel is as follows.

Group

During the year, dividends totalling £65,000 (2023 - £67,000) were paid to close family members of group directors.

During the year, the following transactions were made to companies which have common directors. Sales and management charges of £895,426 (2023 - £2,366,595), rental income of £599,374 (2023 - £480,720) and purchases of £14,141 (2023 - £78,303). Amounts due from these companies at the year end totalled £413,717 (2023 - £1,740,695). Amounts due to these companies at the year end totalled £213,534 (2023 - £1,515,293).

During the year, recharges of £68,754 (2023 - £169,669) were made to and purchases totalling £80,603 (2023 - £58,500) were made from companies with directors in common. Debtors falling due within one year include £Nil (2023 - £10,942) owed from these companies at the year end. Creditors falling due within one year include £6,783 (2023 - £1,625) owed to these companies at the year end.

Company

During the year, management charges totalling £515,242 (2023 - £1,114,563) were made to and purchases of £206 (2023 - £191) were made from companies which have directors in common. Amounts owed from these companies at the year end totalled £875,522 (2023 - £743,061) and amounts owed to these companies at the year end totalled £564,330 (2023 - £612,632).

During the year, recharges of £32,754 (2023 - £65,650) were made to companies under the control of key management personnel. At the year-end amounts due from companies under the control of key management personnel totalled £Nil (2023 - £10,942) and amounts due to these companies totalled £2,231 (2023 - £Nil).

The company has taken advantage of the exemption offered by FRS 102 from the requirement to disclosetrue transactions with wholly owned group companies on the grounds that consolidated financial statements are prepared by the ultimate parent company.

Group

Dividends totalling £135,000 (2023 - £142,955) were paid in the year in respect of shares held by the group's directors.

Creditors falling due within one year include amounts owed to directors totalling £219,103 (2023 - £219,103).

Company

Creditors falling due within one year include amounts owed to directors totalling £219,103 (2023 - £219,103).

The group is controlled by S K Hart, H R Gabb and the estate of C Gabb by virtue of their shareholdings in the company.