Company registration number: 08223203
COMPANY INFORMATION
CONTENTS
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 30 MARCH 2025
The Director presents the strategic report for the period ended 30 March 2025.
The activity of the Group is the ownership and operation of pizza delivery stores, mobile phone shops and gyms via franchise agreements as well as ownership and management of related property.
The activity of the Group is the ownership and operation of pizza delivery stores, mobile phone shops and gyms via franchise agreements as well as ownership and management of related property.
The focus of the group continues to be the successful management of franchise outlets through efficient and cost-effective operations. In the year, the business has achieved this whilst over-coming continued inflation and squeezes on consumer spend. The like for like growth in both revenue and gross profit are testament to these efforts.
The group opened one new store in June 2024 in Ash Vale. The property had been purchased by the group during the prior year. Whilst the business does pro-actively seek potential new sites, it does so with a benchmark of financial viability and operational feasibility.
Additionally, the Group sold the standalone renovated residential property in June 2024 and made no additional purchases during the financial year. The business is not pro-actively seeking further property to add to its’ portfolio but will do so if a freehold purchase makes sense in conjunction with other transactions entered into by group companies.
During the year, the Group wound up subsidiaries Belmont Pizza Limited and Nikson Food Limited, which were a legacy of an acquisition in 2021. The group acquired the remaining minority interest in Green Tomatoes Ltd, bringing group ownership to 100%.
The group opened one new store in June 2024 in Ash Vale. The property had been purchased by the group during the prior year. Whilst the business does pro-actively seek potential new sites, it does so with a benchmark of financial viability and operational feasibility.
Additionally, the Group sold the standalone renovated residential property in June 2024 and made no additional purchases during the financial year. The business is not pro-actively seeking further property to add to its’ portfolio but will do so if a freehold purchase makes sense in conjunction with other transactions entered into by group companies.
During the year, the Group wound up subsidiaries Belmont Pizza Limited and Nikson Food Limited, which were a legacy of an acquisition in 2021. The group acquired the remaining minority interest in Green Tomatoes Ltd, bringing group ownership to 100%.
Effective risk management is critical to the achievement of the business objectives. Risk management controls are integrated into all levels of our business and are subject to continuous review to assess and mitigate business risks. In the opinion of the Board, the following risks constitute the principal risks and uncertainties currently facing the company:
Food Safety and Regulation: Food contamination and matters related to product integrity could cause harm to customers and reputational damage and also may lead to regulatory penalties. To mitigate this risk, the business has strict policies and procedures on product quality and undertakes extensive quality control testing to ensure product conformance.
Operational Disruption: A major equipment disruption at the operating sites could lead to significant interruption, impacting service levels. The business has developed suitable business continuity plans to minimise any such disruptions.
Information Technology System Failure: The business has a high dependency on core information technology systems. To mitigate this risk there are robust systems recovery policies and procedures in place which are tested on regular basis to ensure protection of hardware, software and data.
Cost Pressure: Continued inflation on food costs, wages, rent and utilities, in particular, pose a potential financial risk to the business. These are monitored closely and mitigated through selling price and operational efficiencies, as well as focus on service metrics to ensure the business maintains and grows its’ customer base.
Food Safety and Regulation: Food contamination and matters related to product integrity could cause harm to customers and reputational damage and also may lead to regulatory penalties. To mitigate this risk, the business has strict policies and procedures on product quality and undertakes extensive quality control testing to ensure product conformance.
Operational Disruption: A major equipment disruption at the operating sites could lead to significant interruption, impacting service levels. The business has developed suitable business continuity plans to minimise any such disruptions.
Information Technology System Failure: The business has a high dependency on core information technology systems. To mitigate this risk there are robust systems recovery policies and procedures in place which are tested on regular basis to ensure protection of hardware, software and data.
Cost Pressure: Continued inflation on food costs, wages, rent and utilities, in particular, pose a potential financial risk to the business. These are monitored closely and mitigated through selling price and operational efficiencies, as well as focus on service metrics to ensure the business maintains and grows its’ customer base.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 MARCH 2025
Group turnover in the year decreased by 0.8% (-£0.2M) vs YE 2024. An increase in turnover came from the new Ash Vale store which opened June 2024, but overall the turnover remained lower than 2024. During the year proceeds from the sale of the residential property were received, which are shown within other operating income. These were partially offset by a decrease in revenue from the mobile phone franchise, albeit at a higher gross margin than YE 2024.
Gross profit is flat year on year, although is marginally up as percentage of revenue. The sale of the residential property totalling £1.3M in Sodha Enterprises Limited is included in other operating income and the costs in other operating charges relate to the property as costs to sell which in the prior year was held in stock. The sale resulted in a loss of £85,791 which drove the decrease in profit before tax.
Overall the profit before tax decreased from £1.2M in 2024 to a loss before tax of £0.03M in 2025. The main reason for this was due to the provision made against loans provided to companies in the group or under common control of £2.0m. Had these loans not been provided for the overall result would have been a profit before tax of £2.0m with no impact to cash.
The Directors declared and paid dividends to the owners of £0.1M during the year.
Gross profit is flat year on year, although is marginally up as percentage of revenue. The sale of the residential property totalling £1.3M in Sodha Enterprises Limited is included in other operating income and the costs in other operating charges relate to the property as costs to sell which in the prior year was held in stock. The sale resulted in a loss of £85,791 which drove the decrease in profit before tax.
Overall the profit before tax decreased from £1.2M in 2024 to a loss before tax of £0.03M in 2025. The main reason for this was due to the provision made against loans provided to companies in the group or under common control of £2.0m. Had these loans not been provided for the overall result would have been a profit before tax of £2.0m with no impact to cash.
The Directors declared and paid dividends to the owners of £0.1M during the year.
Section 172 of the Companies Act 2006 requires Directors to take into consideration the interest of stakeholders and other matters in their decision making. The Board of Directors consider that the decisions they have made during the financial year and the way they have acted have promoted the success of the group for the benefit of its members as a whole, having regard for the stakeholders and matters set out in s172 (1) (a-f) of the Act.
Our People
The Group is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, customers, communities and society as a whole. The health, safety and well-being of our employees is one of our primary considerations in the way we do business. For our business to succeed we need to manage our people's performance and develop and bring through talent while ensuring we operate as efficiently as possible. We also ensure we share common values that inform and guide our behaviour therefore achieving our goals in the right way.
Business Relationships
Our strategy prioritises organic growth, it is driven by providing the best services to existing customers and keeping them engaged with our business. For the fast food delivery business, we utilise Dominos established customer communication channels to effectively communicate with our customers including use of the website, the Dominos app and social media.
The Group is aligned with Dominos and the wider Dominos system. Engagement with Dominos is paramount for effective decision making and helps ensure that decisions are appropriately considered before being implemented and made for the long term benefit of the group and its shareholders. We value our suppliers and build long term partnerships with our key suppliers.
Community and Environment
The Group's approach is to use our position of strength to create positive change for the people and communities with which we interact. We want to enable colleagues to support the communities around us and actively encourage environmental initiatives.
Being part of one of the UK's and one of the world's largest food delivery systems, we recognise that we have a responsibility and an opportunity to act on some of the most pressing social and environmental challenges in the world today. In the local communities we serve, we are acutely aware that we have a real opportunity to create change.
Our People
The Group is committed to being a responsible business. Our behaviour is aligned with the expectations of our people, customers, communities and society as a whole. The health, safety and well-being of our employees is one of our primary considerations in the way we do business. For our business to succeed we need to manage our people's performance and develop and bring through talent while ensuring we operate as efficiently as possible. We also ensure we share common values that inform and guide our behaviour therefore achieving our goals in the right way.
Business Relationships
Our strategy prioritises organic growth, it is driven by providing the best services to existing customers and keeping them engaged with our business. For the fast food delivery business, we utilise Dominos established customer communication channels to effectively communicate with our customers including use of the website, the Dominos app and social media.
The Group is aligned with Dominos and the wider Dominos system. Engagement with Dominos is paramount for effective decision making and helps ensure that decisions are appropriately considered before being implemented and made for the long term benefit of the group and its shareholders. We value our suppliers and build long term partnerships with our key suppliers.
Community and Environment
The Group's approach is to use our position of strength to create positive change for the people and communities with which we interact. We want to enable colleagues to support the communities around us and actively encourage environmental initiatives.
Being part of one of the UK's and one of the world's largest food delivery systems, we recognise that we have a responsibility and an opportunity to act on some of the most pressing social and environmental challenges in the world today. In the local communities we serve, we are acutely aware that we have a real opportunity to create change.
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GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 MARCH 2025
This report was approved by the board and signed on its behalf.
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DIRECTORS' REPORT
FOR THE PERIOD ENDED 30 MARCH 2025
The directors present their report and the financial statements for the period ended 30 March 2025.
The principal activities of the Group is that of operation of franchises in the food, telecom, and gym sectors.
The directors who served during the period were:
The loss for the period, after taxation and minority interests, amounted to £702,746 (2024 - profit £551,855).
Particulars of paid and recommended dividends are detailed in note 13 of the financial statements.
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.
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 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
Since the year end, there are plans for a restructure of the Group.
The Group's engagement with suppliers, customers, and others are included within the Strategic Report within the "Directors' statement of compliance with duty to promote the success of the Group" section.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 MARCH 2025
The Group has taken the option to exclude from its report any energy and carbon information relating to a subsidiary which would not itself be obliged to include reporting in its own financial statements. The parent company's energy consumption in the United Kingdom for the year is 40,000kWh or lower and therefore is a low energy user, and so is not required to make energy disclosures. Therefore, no disclosures are required in relation to Green House Gas Emissions, Energy Consumption and Energy Efficiency Action.
The Company has chosen in accordance with section 414C(11) of the Companies Act 2006 (Strategic Report and Directors' Report) Regulations 2013 to set out within the Company's Strategic Report the Company's Strategic Report Information Required by Schedule 7 of the Large and Medium Sized Companies and Groups (Accounts and Reports) Regulation 2008. This includes information that would have been included in the business review and details of the principal risks and uncertainties.
Since the year end, a new entity was created to retain the trade which was not included in the sale of Neo-Blu Ltd.
Neo-Blu Ltd subsequent to this was sold out of the Group on 7 October 2025.
Neo-Blu Ltd subsequent to this was sold out of the Group on 7 October 2025.
Under section 487(2) of the Companies Act 2006, Menzies LLP will be deemed to have been reappointed as auditors 28 days after these financial statements were sent to members or 28 days after the latest date prescribed for filing the accounts with the registrar, whichever is earlier.
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DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 30 MARCH 2025
This report was approved by the board and signed on its behalf.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SODHA & COMPANY LIMITED
We have audited the financial statements of Sodha & Company Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 30 March 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, 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 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 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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SODHA & COMPANY LIMITED (CONTINUED)
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.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SODHA & COMPANY LIMITED (CONTINUED)
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:
The Group is subject to laws and regulations that directly affect the financial statements including financial reporting legislation. We determined that the following laws and regulations were most significant including:
∙The Companies Act 2006;
∙UK health and safety legislation;
∙Financial Reporting Standard 102;
∙UK Tax legislation;
∙Food Safety Act 1990;
∙UK employment legislation; and
∙General Data Protection Regulations.
We understood how the Group is complying with those legal and regulatory frameworks by, making inquiries to management, those responsible for legal and compliance procedures.
The engagement partner assessed whether the engagement team collectively had the appropriate competence and capabilities to identify or recognise non-compliance with laws and regulations. The assessment did not identify any issues in this area.
We assessed the susceptibility of the Group’s financial statements to material misstatement, including how fraud might occur. Audit procedures performed by the engagement team included:
∙Identifying and assessing the design effectiveness of controls management has in place to prevent and detect fraud;
∙Understanding how those charged with governance considered and addressed the potential for override of controls or other inappropriate influence over the financial reporting process;
∙Challenging assumptions and judgements made by management in its significant accounting estimates; and
∙Identifying and testing journal entries, in particular any journal entries posted with unusual account combinations;
As a result of the above procedures, we considered the opportunities and incentives that may exist within the organisation for fraud and identified the greatest potential for fraud in the following areas:
∙Posting of journals to the accounting software which are of a non-routine nature in terms of timing and amount.
∙Estimates adopted by management in connection with the recognition of certain provisions and accruals; and
∙Revenue recognition.
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.
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INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF SODHA & COMPANY LIMITED (CONTINUED)
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.
for and on behalf of Menzies LLP
Chartered Accountants
Statutory Auditor
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CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 30 MARCH 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 MARCH 2025
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CONSOLIDATED STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 40 form part of these financial statements.
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COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 MARCH 2025
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COMPANY STATEMENT OF FINANCIAL POSITION (CONTINUED)
AS AT 30 MARCH 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 21 to 40 form part of these financial statements.
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