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Registered number: 14048192










ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 27 OCTOBER 2024

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
COMPANY INFORMATION


Directors
Christopher James Gosling 
Trevor Gulliver 
Barry Milton-Cook 




Registered number
14048192



Registered office
26 St. John Street

London

EC1M 4AY




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

CONTENTS



Page
Group Strategic Report
1 - 2
Directors' Report
3 - 4
Independent Auditors' Report
5 - 8
Consolidated Statement of Comprehensive Income
9
Consolidated Balance Sheet
10
Company Balance Sheet
11
Consolidated Statement of Changes in Equity
12
Company Statement of Changes in Equity
13
Consolidated Statement of Cash Flows
14
Consolidated Analysis of Net Debt
15
Notes to the Financial Statements
16 - 30


 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 27 OCTOBER 2024

Introduction
 
The principal activities of the company during the year continued to be the operation of restaurants, wholesale and retail bakeries and the wholesale sale of wine.

Business review
 
During the year, the company continued to focus on delivering excellent customer service, maintaining consistent food quality, and improving operational efficiency.
Revenue for the year was £12.9m an increase of £1m on the prior year. 

       2024  2023 
Gross Profit Margin    52.8%  48.8%
Adjusted EBITDA Margin*    5.6%  7.6%
Profit Before Tax Margin     3.3%  4.9%
Profitability in this period was affected by the kitchen refurbishments carried out at our Smithfield and Bread and Wine restaurants, due to ongoing costs incurred during those closure periods.
Operating margins continue to be affected by increasing labour costs and food inflation, but management continues to monitor costs closely and implement measures to improve profitability.
The company remains committed to sustainable sourcing and minimizing food waste, aligning with industry best practices and customer expectations.
*Adjusted EBITDA is earnings before interest, tax, depreciation and exceptional items. 

Principal risks and uncertainties
 
The company faces typical risks associated with the hospitality sector, including:
Economic conditions: Changes in consumer spending may impact revenues.
Cost inflation: Increases in food, energy, and labour costs.
Regulatory compliance: Food safety, health and safety, and licensing regulations.
Competition: The restaurant sector remains highly competitive.

The Directors actively monitor these risks and maintain appropriate controls and contingency plans. For example, to manage regulatory compliance, a 3rd party company is employed to advise on best practice and carry out spot checks throughout the year at the restaurant and bakery sites. 

Our restaurants are able to manage food price inflation by changing the menu twice daily. The market price of food can be reflected in menu pricing. Food cost inflation is more difficult to manage in the bakery, but to date, cost pressures have been reduced by bulk buying and through improving terms with our suppliers, many of whom we enjoy long standing excellent relationships with.

Page 1

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 OCTOBER 2024

Financial key performance indicators
 
The company’s operations expose it to a variety of financial risks, including credit, liquidity, interest rates and inflation.

The company’s policy is to maintain adequate cash reserves and banking facilities to ensure liquidity. Cash is managed as part of its day-to-day control procedures 
 
Credit risk is managed by requiring payment at the point of sale, and the company has limited exposure to bad debts, so credit risk is deemed to be low.
 
The Board of Directors regularly monitor current market prices for food and beverages and react to increases in market prices by adjusting sales price to reflect a fixed pre-determined margin on each item sold in the restaurants 
The risk of increases in market prices is therefore passed on to the customer and not suffered by the Group.

Other key performance indicators
 
Non-financial KPI’s are monitored on a regular basis and include food and drink quality, customer feedback, staff turnover and staff engagement levels. These are regularly reviewed by management and appropriate action is taken if required. A staff committee has been established to enable staff and management to engage directly with each other to improve communication and engagement throughout the organisation. The management is satisfied with the performance of these KPI’s during the period.


This report was approved by the board on 30 October 2025 and signed on its behalf.



Christopher James Gosling
Director

Page 2

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 27 OCTOBER 2024

The directors present their report and the financial statements for the period ended 27 October 2024.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated 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 the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make judgments 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 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 the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Directors

The directors who served during the period were:

Christopher James Gosling 
Trevor Gulliver 
Barry Milton-Cook 

Future developments

This period we undertook refurbishment of the kitchens at both our Smithfield and Bread and Wine restaurants, so the Directors expect that next period will be one of consolidation, with limited capital expenditure and currently no plans to open additional sites. However, if a suitable site becomes available, the directors feel that the business is in a strong position to seize such opportunities. As usual, investment will continue in staff training, technology and site maintenance to enhance the customer experience and operational resilience.

Engagement with employees

The success of the business is due to its people. The directors seek to ensure that employees are informed about the company’s performance, objectives, and significant matters affecting them through regular team meetings, management briefings, and internal communications. The company is committed to providing equal opportunities for all employees and supports their ongoing learning and development through appropriate training and professional development opportunities.

Page 3

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 27 OCTOBER 2024

Disabled employees

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.

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 and the Group'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 and the Group's auditors are aware of that information.

Post balance sheet events

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

Auditors

The auditorsHaysMac LLPwill be proposed for reappointment in accordance with section 485 of the Companies Act 2006.

This report was approved by the board on 30 October 2025 and signed on its behalf.
 





Christopher James Gosling
Director

Page 4

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

Opinion


We have audited the financial statements of St. John Group Limited (previously St. John Newco Limited) (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 27 October 2024, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 27 October 2024 and of the Group's profit for the period then ended;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.


Basis for opinion


We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.


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


Page 5

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO 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 ReportOur 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 Group Strategic Report and the Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and
the Group 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 Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the 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 by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Responsibilities of directors
 

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


Page 6

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO 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 Group 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 noncompliance with laws and regulations related to regulatory requirements for the business and trade regulations, 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, sales tax, payroll tax and income tax.

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:

inspecting correspondence with regulators and tax authorities;
inquiries held with management at planning, fieldwork, and completion of the audit for any known or suspected instance of non-compliance with laws and regulations and fraud;
evaluating management’s controls designed to prevent and detect irregularities; 
identifying and testing journals, in particular journal entries posted on unusual dates, postings by unusual users or with unusual descriptions; and 
challenging assumptions and judgements made by management in their critical accounting estimates, especially in regards to tangible fixed assets.


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 7

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO 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 2006Our 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.





Andrew Ball (Senior Statutory Auditor)
  
for and on behalf of
HaysMac LLP
 
Statutory Auditors
  
10 Queen Street Place
London
EC4R 1AG

30 October 2025
Page 8

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 27 OCTOBER 2024

Period ended
27 October
Period ended
29 October
2024
2023
Note
£
£

  

Turnover
  
12,996,975
11,997,668

Cost of sales
  
(6,131,683)
(6,138,668)

Gross profit
  
6,865,292
5,859,000

Administrative expenses
  
(6,143,938)
(4,948,451)

Exceptional administrative expenses
 10 
(81,333)
-

Operating profit
  
640,021
910,549

Interest payable and similar expenses
  
(213,833)
(159,638)

Profit before tax
  
426,188
750,911

Tax on profit
 9 
(194,440)
(167,612)

Profit for the financial period
  
231,748
583,299

Profit for the year attributable to:
  

Owners of the parent company
  
231,748
583,299

  
231,748
583,299

There was no other comprehensive income for 2024 (2023: £NIL).

The notes on pages 16 to 30 form part of these financial statements.

Page 9

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
REGISTERED NUMBER: 14048192

CONSOLIDATED BALANCE SHEET
AS AT 27 OCTOBER 2024

27 October
29 October
2024
2023
Note
£
£

Fixed assets
  

Tangible assets
 12 
1,547,126
1,259,004

  
1,547,126
1,259,004

Current assets
  

Stocks
 14 
748,642
597,039

Debtors: amounts falling due after more than one year
 15 
9,191
11,621

Debtors: amounts falling due within one year
 15 
1,145,539
1,146,380

Cash at bank and in hand
 16 
148,990
92,483

  
2,052,362
1,847,523

Creditors: amounts falling due within one year
 17 
(3,432,582)
(3,287,348)

Net current liabilities
  
 
 
(1,380,220)
 
 
(1,439,825)

Total assets less current liabilities
  
166,906
(180,821)

Creditors: amounts falling due after more than one year
 18 
(1,176,800)
(1,025,827)

  

Net liabilities
  
(1,009,894)
(1,206,648)


Capital and reserves
  

Called up share capital 
 20 
500
100

Merger reserve
 21 
21,974
22,374

Profit and loss account
 21 
(1,032,368)
(1,229,122)

  
(1,009,894)
(1,206,648)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.




Christopher James Gosling
Director

The notes on pages 16 to 30 form part of these financial statements.

Page 10

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
REGISTERED NUMBER: 14048192

COMPANY BALANCE SHEET
AS AT 27 OCTOBER 2024

27 October
29 October
2024
2023
Note
£
£

Fixed assets
  

Investments
 13 
500
100

  
500
100

Current assets
  

Debtors: amounts falling due within one year
 15 
145
145

Cash at bank and in hand
 16 
226
296

  
371
441

Creditors: amounts falling due within one year
 17 
(1,374,106)
(3,200)

Net current liabilities
  
 
 
(1,373,735)
 
 
(2,759)

Total assets less current liabilities
  
(1,373,235)
(2,659)

Net assets excluding pension asset
  
(1,373,235)
(2,659)

Net liabilities
  
(1,373,235)
(2,659)


Capital and reserves
  

Called up share capital 
 20 
500
100

Profit and loss account brought forward
  
(2,759)
-

Loss for the period
  
(1,370,976)
(2,759)

Profit and loss account carried forward
  
(1,373,735)
(2,759)

  
(1,373,235)
(2,659)


The financial statements were approved and authorised for issue by the board and were signed on its behalf on 30 October 2025.


Christopher James Gosling
Director

The notes on pages 16 to 30 form part of these financial statements.

Page 11

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 OCTOBER 2024


Called up share capital
Merger reserve
Profit and loss account
Total equity

£
£
£
£


At 1 October 2022
-
-
(1,751,764)
(1,751,764)



Profit for the period
-
-
583,299
583,299

Dividends: Equity capital
-
-
(60,657)
(60,657)

Shares issued during the period
100
-
-
100

Merger reserve
-
22,374
-
22,374



At 30 October 2023
100
22,374
(1,229,122)
(1,206,648)



Profit for the period
-
-
231,748
231,748

Dividends: Equity capital
-
-
(34,994)
(34,994)

Shares issued during the period
400
-
-
400

Merger reserve
-
(400)
-
(400)


At 27 October 2024
500
21,974
(1,032,368)
(1,009,894)


The notes on pages 16 to 30 form part of these financial statements.

Page 12

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 27 OCTOBER 2024


Called up share capital
Profit and loss account
Total equity

£
£
£



Loss for the period
-
(2,759)
(2,759)

Shares issued during the period
100
-
100



At 30 October 2023
100
(2,759)
(2,659)



Loss for the period
-
(1,370,976)
(1,370,976)

Shares issued during the period
400
-
400


At 27 October 2024
500
(1,373,735)
(1,373,235)


The notes on pages 16 to 30 form part of these financial statements.

Page 13

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 27 OCTOBER 2024

Period ended
27 October
Period ended
29 October
2024
2023
£
£

Cash flows from operating activities

Profit for the financial period
231,748
583,299

Adjustments for:

Exceptional items
81,333
-

Depreciation of tangible assets
301,930
252,831

Loss on disposal of tangible assets
3,395
-

Interest paid
213,833
159,638

Taxation charge
194,440
167,612

(Increase) in stocks
(151,603)
(167,009)

(Increase) in debtors
(78,052)
(733)

Increase in creditors
43,268
845,911

Net cash generated from operating activities

840,292
1,841,549

Cash flows from investing activities

Purchase of tangible fixed assets
(596,277)
(570,283)

Net cash from investing activities

(596,277)
(570,283)

Cash flows from financing activities

New secured loans
500,000
-

Repayment of loans
(376,712)
(1,100,038)

Repayment of/new leases
(96,963)
(58,851)

Interest paid
(213,833)
(159,638)

Net cash used in financing activities
(187,508)
(1,318,527)

Net increase/(decrease) in cash and cash equivalents
56,507
(47,261)

Cash and cash equivalents at beginning of period
92,483
139,744

Cash and cash equivalents at the end of period
148,990
92,483


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
148,990
92,483

148,990
92,483


The notes on pages 16 to 30 form part of these financial statements.

Page 14

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 27 OCTOBER 2024




At 30 October 2023
Cash flows
At 27 October 2024
£

£

£

Cash at bank and in hand

92,483

56,507

148,990

Bank overdrafts

(214,384)

(34,934)

(249,318)

Debt due after 1 year

(966,976)

(137,200)

(1,104,176)

Debt due within 1 year

(399,905)

22,792

(377,113)

Leases

(58,851)

(96,963)

(155,814)


(1,547,633)
(189,798)
(1,737,431)

The notes on pages 16 to 30 form part of these financial statements.

Page 15

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

1.


General information

St. John Group Limited (Previously St. John Newco Limited) is a private company (registered number: 14048192), limited by share capital. It is incorproated in the United Kingdom and domiciled in England and Wales. The registered office and principal place of business is 26 St John Street, London, EC1M 4AY.
Subsidiary registered offices are the same as the group, and trading addresses can be found on applicable financial statements.

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 disclosure requirements of Section 1A of FRS 102 have been applied other than where additional dislosure is required to show a true and fair view. 

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements.

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.
In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 14 April 2024.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

Page 16

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

2.Accounting policies (continued)

 
2.3

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

 
2.4

Revenue

Revenue consists principally of food and beverage and merchandise sales. 
Food and beverage sales are recognised at the point in time when control of the goods has transferred to the customer. Control passes to the customer at the point at which food and beverages are provided and the Group has a present right for payment. 
Merchandise sales are recognised at the point in time when control of the goods has transferred to the customer. Control passes to the customer at the point at which food and beverages are provided and the Group has a present right for payment. 
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

 
2.7

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

Page 17

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

2.Accounting policies (continued)

 
2.8

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:
The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;
Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and
Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.


 
2.10

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

 
2.11

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

Page 18

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

2.Accounting policies (continued)


2.11
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Leasehold property
-
6 - 10 years
Plant and machinery
-
5 years
Motor vehicles
-
3 - 4 years
Fixtures and fittings
-
5 - 10 years
Computer equipment
-
3 - 10 years

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.12

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.13

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

At each balance sheet date, stocks are assessed for impairment. If stock is impaired, the carrying amount is reduced to its selling price less costs to complete and sell. The impairment loss is recognised immediately in profit or loss.

 
2.14

Debtors

Short-term debtors are measured at transaction price, less any impairment. 

 
2.15

Cash and cash equivalents

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.16

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

2.Accounting policies (continued)

 
2.17

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.


3.


Turnover

An analysis of turnover by class of business is as follows:


Period ended
27 October
Period ended
29 October
2024
2023
£
£

Food and beverage sales
12,636,348
11,796,292

Merchandise sales
360,627
201,376

12,996,975
11,997,668


All turnover arose within the United Kingdom.


4.


Operating profit

The operating profit is stated after charging:

Period ended
27 October
Period ended
29 October
2024
2023
£
£

Exchange differences
20,933
6,533

Other operating lease rentals
294,284
264,412

Depreciation
301,930
252,829

Page 20

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

5.


Auditors' remuneration

During the period, the Group obtained the following services from the Company's auditors:


Period ended
27 October
Period ended
29 October
2024
2023
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
13,000
13,200

Fees payable to the Company's auditors in respect of:

The auditing of accounts of associates of the Company
17,000
-

Taxation compliance services
15,250
14,100

All non-audit services not included above
19,850
17,900


6.


Employees

Staff costs, including directors' remuneration, were as follows:


Group
27 October
Group
29 October
Company
27 October
Company
29 October
2024
2023
2024
2023
£
£
£
£


Wages and salaries
3,739,169
3,632,662
784,383
-

Social security costs
400,488
331,936
99,748
-

Cost of defined contribution scheme
117,387
110,886
60,165
-

4,257,044
4,075,484
944,296
-


The average monthly number of employees, including the directors, during the period was as follows:



Group
Group
Company
Company
     Period ended
      27 October
     Period ended
       29 October
     Period ended
      27 October
     Period ended
       29 October
        2024
        2023
        2024
        2023
            No.
            No.
            No.
            No.









Employees
149
128
21
2



Directors
3
2
3
2

152
130
24
4

Page 21

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

7.


Directors' remuneration

Period ended
27 October
Period ended
29 October
2024
2023
£
£

Directors' emoluments
388,783
-

388,783
-



8.


Interest payable and similar expenses

Period ended
27 October
Period ended
29 October
2024
2023
£
£


Bank interest payable
108,550
791

Other loan interest payable
104,687
143,440

Other interest payable
596
15,407

213,833
159,638


9.


Taxation


Period ended
27 October
Period ended
29 October
2024
2023
£
£

Corporation tax


Current tax on profits for the year
145,527
148,204


145,527
148,204


Total current tax
145,527
148,204

Deferred tax


Origination and reversal of timing differences
(32,409)
19,408

Changes to tax rates
81,322
-

Total deferred tax
48,913
19,408


Tax on profit
194,440
167,612
Page 22

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024
 
9.Taxation (continued)


Factors affecting tax charge for the period

The tax assessed for the period is higher than the standard rate of corporation tax in the UK of 25% (2023 - 23.5%). The differences are explained below:

Period ended
27 October
Period ended
29 October
2024
2023
£
£


Profit on ordinary activities before tax
449,377
750,911


Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2023 - 23.5%)
106,547
176,464

Effects of:


Expenses not deductible for tax purposes
37,131
23,763

Fixed asset differences
11,134
(3,349)

Adjustments in respect of prior periods
(24,608)
(10,339)

Movement in deferred not recognised
64,236
(18,927)

Total tax charge for the period
194,440
167,612


10.


Exceptional items

Period ended
27 October
Period ended
29 October
2024
2023
£
£


Consultancy and redundancy fees
81,333
-


11.


Parent company profit for the year

The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The loss after tax of the parent Company for the period was £1,370,976 (2023 - £2,759).

Page 23

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

12.


Tangible fixed assets

Group








Leasehold property
Plant and machinery
Motor vehicles
Fixtures and fittings
Computer equipment
Total

£
£
£
£
£
£



Cost or valuation


At 30 October 2023
838,357
356,196
41,157
1,127,049
125,674
2,488,433


Additions
93,386
33,572
38,311
414,691
16,317
596,277


Disposals
(3,995)
-
-
-
-
(3,995)



At 27 October 2024

927,748
389,768
79,468
1,541,740
141,991
3,080,715



Depreciation


At 30 October 2023
492,730
264,665
8,003
399,543
64,489
1,229,430


Charge for the period 
48,120
28,568
23,297
171,407
32,767
304,159



At 27 October 2024

540,850
293,233
31,300
570,950
97,256
1,533,589



Net book value



At 27 October 2024
386,898
96,535
48,168
970,790
44,735
1,547,126



At 29 October 2023
345,627
91,531
33,154
727,506
61,186
1,259,004

Page 24

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

13.


Fixed asset investments

Company








Investments in subsidiary companies

£



Cost or valuation


At 30 October 2023
100


Additions
400



At 27 October 2024
500





Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Registered office

Class of shares

Holding

St. John Bakery Limited
26 St. John Street,London, EC1M 4AY
Ordinary
100%
St. John Maryleborne Limited
26 St. John Street,London, EC1M 4AY
Ordinary
100%
Aquaboulevard Limited
26 St. John Street,London, EC1M 4AY
Ordinary
100%
St. John Restaurant Company Limited
26 St. John Street,London, EC1M 4AY
Ordinary
100%
HG Wine Limited
26 St. John Street,London, EC1M 4AY
Ordinary
100%


14.


Stocks

Group
27 October
Group
29 October
2024
2023
£
£

Stock
748,642
597,039

748,642
597,039


Page 25

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

15.


Debtors

Group
27 October
Group
29 October
Company
27 October
Company
29 October
2024
2023
2024
2023
£
£
£
£

Due after more than one year

Other debtors
9,191
11,621
-
-

9,191
11,621
-
-


Group
27 October
Group
29 October
Company
27 October
Company
29 October
2024
2023
2024
2023
£
£
£
£

Due within one year

Trade debtors
518,900
614,241
-
-

Other debtors
283,606
140,459
45
45

Called up share capital not paid
100
100
100
100

Prepayments and accrued income
312,835
281,220
-
-

Tax recoverable
1,061
-
-
-

Deferred taxation
29,037
110,360
-
-

1,145,539
1,146,380
145
145



16.


Cash and cash equivalents

Group
27 October
Group
29 October
Company
27 October
Company
29 October
2024
2023
2024
2023
£
£
£
£

Cash at bank and in hand
148,990
92,483
226
296

Less: bank overdrafts
(249,318)
(214,384)
-
-

(100,328)
(121,901)
226
296


Page 26

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

17.


Creditors: Amounts falling due within one year

Group
27 October
Group
29 October
Company
27 October
Company
29 October
2024
2023
2024
2023
£
£
£
£

Bank overdrafts
249,318
214,384
-
-

Bank loans
370,000
383,912
-
-

Trade creditors
1,128,870
1,195,189
-
-

Amounts owed to group undertakings
-
-
1,372,436
3,155

Corporation tax
153,252
162,848
45
45

Other taxation and social security
670,459
492,864
-
-

Finance lease
83,190
-
-
-

Other creditors
93,885
134,298
-
-

Accruals and deferred income
683,608
703,853
1,625
-

3,432,582
3,287,348
1,374,106
3,200


All balances owed to related parties are unsecured, interest free and payable on demand.


18.


Creditors: Amounts falling due after more than one year

Group
27 October
Group
29 October
2024
2023
£
£

Bank loans
666,204
608,004

Other loans
437,972
358,972

Finance lease
72,624
58,851

1,176,800
1,025,827


.

Page 27

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

19.


Loans


Analysis of the maturity of loans is given below:


Group
27 October
Group
29 October
2024
2023
£
£

Amounts falling due within one year

Bank loans
370,000
383,912


370,000
383,912

Amounts falling due 1-2 years

Bank loans
651,204
573,004

Other loans
437,972
358,972


1,089,176
931,976

Amounts falling due 2-5 years

Bank loans
7,500
17,500


7,500
17,500

Amounts falling due after more than 5 years

Bank loans
7,500
17,500

7,500
17,500

1,474,176
1,350,888


Page 28

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024
 
19.Loans (continued)

Bank loans
The bank loan of £1,300,000 incurs interest at 3.50% p.a. over LIBOR with a monthly repayment of £15,476. The loan is due for full repayment in May 2026. The total amount outstanding at year end is £201,204  (2023: £386,916).
 
In February 2024, an additional £500,000 was borrowed with the same incurred interest rate. Quarterly repayments of £25,000 and is due for full repayment in February 2029. As at the year end, the amount outstanding on this loan was £450,000  (2023: £NIL). 
 
The loan is secured on: first legal mortgage dated 03 December 2010 over the leasehold property known as Ground & Basement Floors, 94-96 Commercial Street, London E1 6LZ, provided by St. John Restaurant Company Limited.
 
The other bank loan of £350,000 (2023: £550,000) is a Coronavirus Business Interruption Loan (CBILS). In the year, the bank loan incurred interest at 3.50% p.a. over LIBOR. Quarterly repayments commenced from September 2021 and full repayment is due in June 2026.
 
Other Loans
The other loan is made up of a loan with Mr. T Gulliver of £437,972 (2023: £358,972), interest on this loan is accrued at 8% p.a. plus BOE base rate and is not falling due within one year.


20.


Share capital

27 October
29 October
2024
2023
£
£
Allotted, called up and fully paid



500 (2023 - 100) Ordinary Share Capital shares of £1.00 each
500
100





21.


Reserves

Merger Reserve

The merger reserve represents the difference between the nominal value of shares issued plus the fair value of other consideration and the nominal value of shares received for group reconstructions accounted for using the merger method of accounting.

Profit and loss account

Includes all current and prior year retained profits and losses.

Page 29

 
ST. JOHN GROUP LIMITED (PREVIOUSLY ST. JOHN NEWCO LIMITED)
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 27 OCTOBER 2024

22.


Commitments under operating leases

At 27 October 2024 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
27 October
Group
29 October
Company
27 October
Company
29 October
2024
2023
2024
2023
£
£
£
£

Not later than 1 year
870,614
871,422
-
-

Later than 1 year and not later than 5 years
2,153,350
2,243,350
-
-

Later than 5 years
33,833
511,483
-
-

3,057,797
3,626,255
-
-


23.


Controlling party

The ultimate controlling party is Trevor Gulliver.


24.


Audit exemption

HG Wine Limited (company number 06535362) and St. John Bakery Company Limited (company number 07229166) are exempt from the requirements of the Companies Act 2006 relating to the audit of accounts under section 479A. St. John Group Limited has given a parental guarantee for the entities above under section 479C of the Companies Act 2006. 






Page 30