REGISTERED NUMBER: 09053396 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTOR AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 DECEMBER 2024

FOR

DELGANY UK LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Director

5

Report of the Independent Auditors

7

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTOR:

Ms G Michaelidou

REGISTERED OFFICE:

1 Kings Avenue

London

N21 3NA

REGISTERED NUMBER:

09053396 (England and Wales)

AUDITORS:

AGK Partnership Ltd

Chartered Accountants & Statutory Auditors

1 Kings Avenue

Winchmore Hill

London

N21 3NA

The director presents his strategic report of the Company and the Group for the year ended 31 December 2024.

REVIEW OF BUSINESS

The Group operates take-away shops in the food and beverage industry. In 2024, we showed resilience amid cost pressures and labour shortages, with growth in food-to-go and delivery, driven by convenience and value-seeking consumers. Despite an increase in revenue to £12,420,434 (2023: £11,631,373), the Group recorded a loss before tax of £111,680 (2023: profit before tax of £462,231).

GROUP STRATEGY AND FUTURE OUTLOOK

Our long-term strategy includes expanding into new markets, enhancing our product offerings, and investing in technology. We foster strong relationships with our employees, customers, and suppliers to ensure sustainable growth. Our commitment to maintaining a high business reputation is reflected in our operational practices and customer service.

Looking ahead, our main focus is to boost wellbeing to customers in a way that is convenient, affordable, healthy and delightfully delicious. Furthermore, we believe food should strive to be sustainable, and we work hard to make our environmental impact as small as possible. And because we don't have any pre-prepared food and every bowl is

made-to-order, our restaurants have close to 0% waste.

PRINCIPAL RISKS AND UNCERTAINTIES

1. Margin erosion

Potential impact on the Group

The current economic situation resulting in rising prices of raw materials, fleet and transport costs could lead to the erosion of profit margins in the short to medium term.

Mitigating factors or controls

The Group will not seek to win business at any price. When necessary the Group will increase sale prices to individual consumers but within reason, given the impact on consumers’ spare income with the persisting cost of living crisis.

2. Supply chain

Potential impact on the Group

Again, the current economic situation is impacting on the supply chain and our customers expect stock to be on hand.

Mitigating factors or controls

The Group builds strong relationships with suppliers and for our significant raw material supplies, we have entered into long term supply contracts to ensure availability. However, to avoid disruption in the current climate we have also increased our safety stock levels.

3. Competition in our markets

Potential impact on the Group

The Group operates in a competitive market environment and the development of new product ranges is key to our

success.

Mitigating factors or controls

Customer care is a top priority and the Group maintains strong relationships with customers. The Group provides value added services and launches new products regularly.

4. Regulatory Risk

Potential impact on the Group

Failure to meet health and safety standards puts the Group's outlets at risk of closure by the government.

Mitigating factors or controls

Compliance with food safety and other regulations is ensured through regular Health & Safety Audits, Food Safety &

Hygiene Audits and adherence to best practices.

5. Attracting, developing and retaining people with the necessary skills

Our ability to achieve our business strategy depends on attracting, developing and retaining a wide range of skilled and experienced people.

Potential impact on the Group

- Inability to attract, develop and retain people with necessary skills could negatively impact delivery of our strategy.

- Business interruption or underperformance may arise from a lack of access to the right capabilities.

Mitigating factors or controls

- We conduct annual and quarterly business planning activities that identify trends in turnover and retention, which

enables corrective action to be taken when needed.

- We have local trainee (apprenticeship) and graduate internship programmes and other future skill development

partnerships.

- We conduct a biennial people survey, as part of our engagement strategy and retention efforts.

- We provide respect at work training to mitigate sexual harassment, bullying and discrimination in our workplace.

- We undertake succession planning for critical roles.

- We provide leadership training and development programmes.

KEY PERFORMANCE INDICATORS

2024

2023

£

£

Revenue

12,420,434

11,631,373

Gross Profit

7,288,835

6,700,897

Gross Margin

58.7%

57.6%

Profit/(loss) before tax

(111,680)

462,231

Net Assets

(4,680,982)

(4,550,362)

EBITDA*

581,143

930,931

*EBITDA is operating profit as measured using UK GAAP principles adjusted for the effects of depreciation, amortisation and impairment of non-financial assets. EBITDA is reported to the Board as management considers that it provides a useful proxy for the Group’s operating profit excluding non-cash items, it also gives the Board some insight as to the Group’s ability to produce cash to repay creditors or to distribute to shareholders.

The Group also monitors its performance by tracking other non-financial indicators that are important to the Group's long term success. A key non-financial indicator is customer satisfaction scores, which the Group collate periodically based on voluntary customer satisfaction surveys. Low scores are investigated and subject to a root cause assessment to make sure that any lessons that should be learned are identified and implemented.

ENGAGEMENT WITH EMPLOYEES

We consider that our employees act with the utmost integrity and professional expertise in providing our customers with exceptional service. In doing so, the Board considers that its employees are both rewarded fairly and incentivised to deliver the Group’s strategy.

How we engage with our employees

The Board is kept informed on employee-related matters at every Board meeting at which it receives a standing agenda update from the Group’s Human Resources Director. For our senior people, feedback is regularly received from the work that our human resources department undertakes throughout the year. Employee surveys are undertaken regularly to monitor issues arising and these surveys form the basis of action plans. Consultation with employees happens when their views need to be considered in decisions the Group needs to make that will likely affect their interests. All employees are kept abreast of the Group's news and financial performance in quarterly business updates. There is also ongoing communication through the Group’s intranet, notice boards, newsletters and team briefings.

ON BEHALF OF THE BOARD:

Ms G Michaelidou - Director

10 December 2025

The director presents her report with the financial statements of the Company and the Group for the year ended 31 December 2024.

PRINCIPAL ACTIVITY

The principal activity of the Group in the year under review was that of operating take-away shops in the food and beverage industry.

DIVIDENDS

No dividends will be distributed for the year ended 31 December 2024.

FUTURE DEVELOPMENTS

The Group’s future developments are set out in the Group strategy and future outlook section of the Strategic

Report on page 2 in accordance with s414C(11) of the Companies Act 2006 as the directors consider this to be of strategic importance to the Company.

EVENTS SINCE THE END OF THE YEAR

Information relating to events since the end of the year is given in the notes to the financial statements.

DIRECTORS

The directors who have held office during the period from 1 January 2024 to the date of this report are as follows:

Mr E Menelaou - appointed 1 March 2024

Mr N Agiomamitis - resigned 1 March 2024

Mr V Pitta - resigned 1 March 2024

Mr N Stylianou - appointed 1 March 2024

Ms G Michaelidou was appointed as a director after 31 December 2024 but prior to the date of this report.

Mr E Menelaou and Mr N Stylianou ceased to be directors after 31 December 2024 but prior to the date of this report.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

The director is responsible for preparing the Group Strategic Report, the Report of the Director and the financial statements in accordance with applicable law and regulations.

Company law requires the director to prepare financial statements for each financial year. Under that law the director has 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 director must not approve the financial statements unless he is 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 director is 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 Company will continue in business.

The director is responsible for keeping adequate accounting records that are sufficient to show and explain the Company's and the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and enable him to ensure that the financial statements comply with the Companies Act 2006. He is 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, AGK Partnership Ltd, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Ms G Michaelidou - Director

10 December 2025

Opinion

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

In our opinion the financial statements:

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

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the director's 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 and 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 director with respect to going concern are described in the relevant sections of this report.

Other information

The director is responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Director, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Director 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 Report of the Director.

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

-	adequate accounting records have not been kept 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 director's remuneration specified by law are not made; or

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

Responsibilities of director

As explained more fully in the Statement of Director's Responsibilities set out on page five, the director is 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 director determines 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 director is 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 director either intends to liquidate the group or the parent company or to cease operations, or has no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

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

- we identified the laws and regulations applicable to the Group through discussions with directors and other management, and from our commercial knowledge and experience of the industry;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

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

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

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

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

- tested journal entries to identify unusual transactions;

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

- investigated the rationale behind significant or unusual transactions.

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

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

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

- reviewing correspondence with HMRC, relevant regulators, and the Group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any. Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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

Use of our report

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

Alekos Christofi FCCA (Senior Statutory Auditor)

for and on behalf of AGK Partnership Ltd

Chartered Accountants & Statutory Auditors

1 Kings Avenue

Winchmore Hill

London

N21 3NA

10 December 2025

TURNOVER

4

12,420,434

11,631,373

Cost of sales

5,131,599

4,930,476

GROSS PROFIT

7,288,835

6,700,897

Administrative expenses

7,188,334

6,204,240

100,501

496,657

Other operating income

73,035

182,546

OPERATING PROFIT

6

173,536

679,203

Interest receivable and similar income

4,624

11,897

178,160

691,100

Interest payable and similar expenses

7

289,840

228,869

(LOSS)/PROFIT BEFORE TAXATION

(111,680

)

462,231

Tax on (loss)/profit

8

18,939

169,061

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(130,619

)

293,170

(Loss)/profit attributable to:

Owners of the parent

(132,822

)

252,327

Non-controlling interests

2,203

40,843

(130,619

)

293,170

(LOSS)/PROFIT FOR THE YEAR

(130,619

)

293,170

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

(130,619

)

293,170

Total comprehensive income attributable to:

Owners of the parent

(132,822

)

252,327

Non-controlling interests

2,203

40,843

(130,619

)

293,170

FIXED ASSETS

Intangible assets

10

252,003

13,957

Tangible assets

11

4,227,575

2,046,877

Investments

12

-

-

4,479,578

2,060,834

CURRENT ASSETS

Stocks

13

86,984

72,409

Debtors

14

1,939,356

1,085,736

Cash at bank and in hand

280,651

325,041

2,306,991

1,483,186

CREDITORS

Amounts falling due within one year

15

1,283,062

717,383

NET CURRENT ASSETS

1,023,929

765,803

TOTAL ASSETS LESS CURRENT LIABILITIES

5,503,507

2,826,637

CREDITORS

Amounts falling due after more than one year

16

(9,788,230

)

(6,999,679

)

PROVISIONS FOR LIABILITIES

18

(396,259

)

(377,320

)

NET LIABILITIES

(4,680,982

)

(4,550,362

)

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

20

(3,544,796

)

(3,411,974

)

SHAREHOLDERS' FUNDS

(3,543,796

)

(3,410,974

)

NON-CONTROLLING INTERESTS

21

(1,137,186

)

(1,139,388

)

TOTAL EQUITY

(4,680,982

)

(4,550,362

)

The financial statements were approved by the director and authorised for issue on 10 December 2025 and were signed by:

Ms G Michaelidou - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

75,867

103,594

Investments

12

315,009

315,009

390,876

418,603

CURRENT ASSETS

Debtors

14

6,046,230

3,409,982

Cash at bank

84,447

28,962

6,130,677

3,438,944

CREDITORS

Amounts falling due within one year

15

47,501

13,825

NET CURRENT ASSETS

6,083,176

3,425,119

TOTAL ASSETS LESS CURRENT LIABILITIES

6,474,052

3,843,722

CREDITORS

Amounts falling due after more than one year

16

(9,146,652

)

(6,358,101

)

PROVISIONS FOR LIABILITIES

18

(12,752

)

(18,319

)

NET LIABILITIES

(2,685,352

)

(2,532,698

)

CAPITAL AND RESERVES

Called up share capital

19

1,000

1,000

Retained earnings

(2,686,352

)

(2,533,698

)

SHAREHOLDERS' FUNDS

(2,685,352

)

(2,532,698

)

Company's loss for the financial year

(152,654

)

(187,336

)

The financial statements were approved by the director and authorised for issue on 10 December 2025 and were signed by:

Ms G Michaelidou - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 January 2023

1,000

(3,664,301

)

(3,663,301

)

(1,180,231

)

(4,843,532

)

Changes in equity

Total comprehensive income

-

252,327

252,327

40,843

293,170

Balance at 31 December 2023

1,000

(3,411,974

)

(3,410,974

)

(1,139,388

)

(4,550,362

)

Changes in equity

Total comprehensive income

-

(132,822

)

(132,822

)

2,203

(130,619

)

Balance at 31 December 2024

1,000

(3,544,796

)

(3,543,796

)

(1,137,185

)

(4,680,981

)

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 1 January 2023

1,000

(2,346,362

)

(2,345,362

)

Changes in equity

Total comprehensive income

-

(187,336

)

(187,336

)

Balance at 31 December 2023

1,000

(2,533,698

)

(2,532,698

)

Changes in equity

Total comprehensive income

-

(152,654

)

(152,654

)

Balance at 31 December 2024

1,000

(2,686,352

)

(2,685,352

)

Cash flows from operating activities

Cash generated from operations

1

478,364

368,292

Interest paid

(289,840

)

(228,869

)

Net cash from operating activities

188,524

139,423

Cash flows from investing activities

Purchase of intangible fixed assets

(241,329

)

(4,125

)

Purchase of tangible fixed assets

(2,510,209

)

(873,342

)

Sale of fixed asset investments

15,000

-

Interest received

4,624

11,897

Net cash from investing activities

(2,731,914

)

(865,570

)

Cash flows from financing activities

Amount withdrawn by directors

-

(24,995

)

Financing received

2,499,000

770,000

Financing repaid

-

(11,268

)

Net cash from financing activities

2,499,000

733,737

(Decrease)/increase in cash and cash equivalents

(44,390

)

7,590

Cash and cash equivalents at beginning of year

2

325,041

317,451

Cash and cash equivalents at end of year

2

280,651

325,041

1.	RECONCILIATION OF (LOSS)/PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2024

2023

£

£

(Loss)/profit before taxation

(111,680

)

462,231

Depreciation charges

332,795

213,480

Profit on disposal of fixed assets

(15,000

)

-

Finance costs

289,840

228,869

Finance income

(4,624

)

(11,897

)

491,331

892,683

Increase in stocks

(14,575

)

(11,475

)

(Increase)/decrease in trade and other debtors

(853,620

)

323,388

Increase/(decrease) in trade and other creditors

855,228

(836,304

)

Cash generated from operations

478,364

368,292

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 December 2024

31.12.24

1.1.24

£

£

Cash and cash equivalents

280,651

325,041

Year ended 31 December 2023

31.12.23

1.1.23

£

£

Cash and cash equivalents

325,041

317,451

3.	ANALYSIS OF CHANGES IN NET FUNDS

At 1.1.24

Cash flow

At 31.12.24

£

£

£

Net cash

Cash at bank and in hand

325,041

(44,390

)

280,651

325,041

(44,390

)

280,651

Total

325,041

(44,390

)

280,651