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Company registration number: 15336833







ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE PERIOD ENDED
26 DECEMBER 2024


HEALTHY RETAIL GROUP LIMITED






































img3a0d.png                        

 


HEALTHY RETAIL GROUP LIMITED
 


 
COMPANY INFORMATION


Directors
C J F Andrews (appointed 8 December 2023)
S D Craig (appointed 21 December 2023)
A L Errington (appointed 21 December 2023)




Registered number
15336833



Registered office
100 Moorgate

London

EC2M 6AB




Independent auditor
Menzies LLP
Chartered Accountants & Statutory Auditor

4th Floor

95 Gresham Street

London

EC2V 7AB





 


HEALTHY RETAIL GROUP LIMITED
 



CONTENTS



Page
Group Strategic Report
1 - 3
Directors' Report
4 - 6
Independent Auditor's Report
7 - 10
Consolidated Income Statement
11
Consolidated Statement of Financial Position
12
Company Statement of Financial Position
13
Consolidated Statement of Changes in Equity
14
Company Statement of Changes in Equity
15
Consolidated Statement of Cash Flows
16
Consolidated Analysis of Net Debt
17
Notes to the Financial Statements
18 - 34


 


HEALTHY RETAIL GROUP LIMITED
 


 
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 26 DECEMBER 2024

Introduction
 
The Directors present their strategic review of Healthy Retail Group Limited (“the Group” or “Pure”) for the 55-week period ending 26 December 2024

Principal Activity
 
The Group trades as Pure. The Group is a multi-channel business with activities as a food-to-go retailer; caterer for meetings and conferences; and food-to-go wholesaler. Pure’s retail sites specialise in breakfast, lunch and coffee from prime locations in central London and transport hubs. Pure’s delivered-in catering business provides food for meetings, events and conferences. And Pure’s wholesale business specialises in locations where customers are on-the-go or at work.

Business review
 
2024 and 2025 have seen the transformation of Pure from a multi-site to a multi-channel business. Pure ends 2025 with retail, catering and wholesale business streams, all in growth and all with lots more opportunities in 2026. Not since the end of 2019 has Pure entered a new year with such strong momentum.

2024 was the first year of the transformation to a multi channel business, which included the formal launch of Pure ‘food for business’ services. After four years of Covid-related impact, the decision was taken in September 2023 to diversify the business. This meant finding new investors, closing unprofitable shops and launching new business streams. This allowed the business to go from several years of significant losses to Adjusted EBITDA breakeven in 2024. This strong performance has continued into 2025, which will be the best EBITDA performance since 2019. And although Pure ended 2024 with three less retail sites than at the end of 2023, this did not stop group sales growing 6% to £23,552,820.

The turn around in 2024 was even more impressive as it was still impacted by tube and rail strikes, as well as significant inflation. But the remarkable efforts of the Pure team to grow sales, find efficiencies and push ahead with the diversification of the business meant that 2024 was a very successful year.

The most impressive growth came from Pure’s delivered-in catering business. This grew to over £5,000,000 in 2024. Pure’s market-leading menu, the strength of the brand and the unrivalled customer service in this business channel, remains a core strength.

By the end of 2024, the business had also taken its first steps into wholesale, producing longer-life products which can then be sold by other companies. This included the huge team effort to get a SALSA license for Pure’s Central Kitchen in Q4 2024. This business channel has flourished in 2025 with new branding and a new range of products.

The shops continue to be the backbone of the business. It is the part of the brand that is most well known. Nothing is more emblematic of this recognition than Pure’s on-going success in major transport hubs, including Waterloo Station and Gatwick Airport. Pure’s core mission to create moments of joy when people areon the move is most significant in these locations.

Page 1

 


HEALTHY RETAIL GROUP LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 26 DECEMBER 2024

Principal risks and uncertainties
 
For the first time in five years, the risks and uncertainties that the Group faces are starting to diminish. Whilst the trading environment remains challenging, there is far more stability and certainty and measures to mitigate risks are as follows:

Government policy & tax changes
Changes to Employers National Insurance contributions in April 2025 was a significant cost increase for Pure (and every other hospitality business). But the Group does not expect any further significant changes to tax policy over the next 12 months.

Inflation and interest rates
Rapid inflation and the subsequent increase in interest rates has reduced disposable income for consumers over the last few years. But inflation is now gradually coming down, along with interestrates. The Group anticipates this trend continuing with some prices, such as electricity, coming down in 2026.

Working From Home
The one very significant change in consumer behaviour since the impact of Covid-19 is where people work. This has not changed significantly over the last 12 months but there is a gradual movement back to the office, particularly for larger companies, and the Group expects to see more people returning to offices over the next 12 months.
Travel strikes
Tube and train strikes impacted Pure in 2024. Other than a tube strike in September 2025, this has also largely stopped in 2025. The Group is hopeful that the worst is now behind us.

Credit & liquidity
As set out within note 2.3, on 22/12/2023, all shares of Healthy Retail Limited (HRL) were purchased by Healthy Retail Group Limited (HRGL). As part of the new investment structure, £1.5m wasloaned to HRL on 22/12/2023, £1.5m was provided on 05/12/2024 and £0.5m on 22/12/25.

Supply chain
The Group is proud to serve the highest quality food and drink. If there were a fall in the standard of the goods supplied, or availability of products by the Group's supply chain partners, then there would be disruption and/or loss to the business. The Group continues to carefully select partners in this area that share its values to meet the high expectations set.

People
The Group’s employees are its key asset. The Group continues to review pay from Team Member to General Manager level and rewards staff with remuneration that benchmarks strongly when compared with the wider industry. The Group consults regularly with its employees via regular team meetings. It also holds an annual employee feedback survey and shares a weekly newsletter.

Page 2

 


HEALTHY RETAIL GROUP LIMITED
 



GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 26 DECEMBER 2024

Financial key performance indicators
 
The Group income statement for the 52 weeks ending 26 December 2024 is set out on page 11. Operating loss for the period is £1,506,505. They had a stable GP margin of 38.5% this  demonstrates a positive business performance.

Loss for the financial period is £1,665,820. Cash at bank as of 26 December 2024 was £1,327,154.

The financial loss includes £0.45m of one-off costs or costs related to closed shops; £0.73m of depreciation and amortisation; and £0.16m in interest payments. The Adjusted EBITDA, excluding these costs, was (£0.33m).

 


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



S D Craig
Director

Date: 30 December 2025

Page 3

 


HEALTHY RETAIL GROUP LIMITED
 


 
DIRECTORS' REPORT
FOR THE PERIOD ENDED 26 DECEMBER 2024

The directors present their report and the financial statements for the period ended 26 December 2024.

The directors have prepared the financial statements to 26 December 2024 to fall in line with the group's management accounting function, which uses a four-four-five weekly reporting cycle.

The Company was incorporated on 8 December 2023.

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.

Results and dividends

The group loss for the period, after taxation, amounted to £1,665,280.

The directors do not recommend the payment of a dividend.

Directors

The directors who served during the period were:

C J F Andrews (appointed 8 December 2023)
S D Craig (appointed 21 December 2023)
A L Errington (appointed 21 December 2023)

Future developments

Following Covid-19 related disruption in 2020, 2021 and 2022 and the ongoing strike action in 2022, 2023 and 2024 Pure has taken the decision to pivot the business strategy and focus on its growing B2B business. Whilst it is imperative to maintain a strong retail presence with profitable stores, the Group will focus on growing the B2B sales as well as reviewing market opportunities to grow the store estate in 2024 and beyond.

Page 4

 


HEALTHY RETAIL GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 26 DECEMBER 2024

Financial instruments

The Group finances its operations through a mixture of operating profits and, where necessary to fund expansion of capital expenditure programmes, bank and shareholder borrowings. Management's objectives are to:

retain sufficient liquid funds to enable it to meet its obligations as they fall due whilst maximising returns on sufficient funds, and
match the repayment schedule of any external borrowings or overdrafts with the future cash flows expected to arise from the Group's trading activities

The Group's surplus funds are held primarily in short term variable rate deposit accounts, which allows the Group to release cash resources at short notice if required. Deposits are with a reputable bank and the Directors believe their choice of bank minimises any credit risk.

The Group's Coronavirus Business Interruption Loan is linked to the Bank of England base rate, the carrying value at theat the balance sheet date was £2,091,549 (2023: £2,300,000). All other borrowings carry fixed interest charges.

Engagement with employees

Pure consults with employees via regular team meetings. An annual employee feedback survey is also held and a weekly newsletter is shared with teams across the Group.

Disabled employees

The Group recognises its responsibilities towards disabled persons and gives full and fair consideration to applicants in positions suited to their own particular abilities where appropriate openings exist. Where employees become disabled in the course of their employment, every effort is made to provide them with continuing employment.

Qualifying third-party indemnity provisions

The Group maintains Directors' and officers' liability insurance which provides appropriate cover for legal action brought against its Directors.

Matters covered in the Group Strategic Report

Details of principal activities have been disclosed in the strategic report.

Disclosure of information to auditor

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 auditor is 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 auditor is aware of that information.

Page 5

 


HEALTHY RETAIL GROUP LIMITED
 


 
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 26 DECEMBER 2024


Post balance sheet events

Post year end an additional loan of £0.5m has been provided to the Group on 22/12/2025 in order to support its working capital requirements. 

Following the year end – and in-line with the Group’s strategy - three stores were closed. One of these was loss-making and the net book value of the fixed assets in this store was nil as it was fully impaired in a previous year. The other two stores had a NBV of £44,631 at the year end.

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





S D Craig
Director

Date: 30 December 2025

Page 6

 


HEALTHY RETAIL GROUP LIMITED
 

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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHY RETAIL GROUP LIMITED

Opinion


We have audited the financial statements of Healthy Retail Group Limited (the 'parent Company') and its subsidiaries (the 'Group') for the period ended 26 December 2024, which comprise the Consolidated Income Statement, 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 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 26 December 2024 and of the Group's loss 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 Auditor's 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.


Material uncertainty related to going concern


We draw attention to going concern disclosure note 2.3. As stated within these notes, the Group has net liabilities and there is significant doubt over its ability to continue as going concern. Our opinion is not modified in respect of this matter.


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. Our evaluation of the directors' assessment of the Company's ability to continue to adopt the going concern basis of accounting included discussion with management their plans for the future and working capital requirements. We reviewed management's forecasts and resources in place to continue to trade as a going concern.


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


Other information


The other information comprises the information included in the Annual Report other than the financial statements and our Auditor's Report thereon. The directors are responsible for the other information contained within the Annual 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.


Page 7

 


HEALTHY RETAIL GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHY RETAIL GROUP LIMITED (CONTINUED)

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 4, 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 8

 


HEALTHY RETAIL GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHY RETAIL GROUP LIMITED (CONTINUED)

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

FRS 102
Companies Act 2006
Tax Legislaiton
Employment Legislation

We assessed the extent of compliance with these laws and regulations as part of our procedures on the related financial
statement items.

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 and the company secretary. We corroborated our
inquiries through our review of board minutes.

The engagement director assessed whether the engagement team collectively had the appropriate competence and
capabilities to identify or recognize 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. 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 unusual journals and complex transactions
Management bias in the calculation of impairment provisions
Incorrect capitalisation of fixed assets resulting in an overstatement of fixed assets
Overstatement of income due to fictitious sales

As a result of the above, audit procedures performed by the engagement team included:

Identifying and assessing the measures 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

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 Auditor's Report.


Page 9

 


HEALTHY RETAIL GROUP LIMITED


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INDEPENDENT AUDITOR'S REPORT TO THE MEMBERS OF HEALTHY RETAIL GROUP LIMITED (CONTINUED)

Use of our report
 

This report is made solely to the Group'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 Group's members those matters we are required to state to them in an Auditor's Report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Group and the Group's members, as a body, for our audit work, for this report, or for the opinions we have formed.





Nimita Chan FCCA (Senior Statutory Auditor)
  
for and on behalf of
Menzies LLP
 
Chartered Accountants
Statutory Auditor
  
4th Floor
95 Gresham Street
London
EC2V 7AB

30 December 2025
Page 10

 


HEALTHY RETAIL GROUP LIMITED
 


 
CONSOLIDATED INCOME STATEMENT
FOR THE PERIOD ENDED 26 DECEMBER 2024

55 weeks to 26 December
2024
Note
£

  

Turnover
 4 
23,552,820

Cost of sales
  
(14,474,477)

Gross profit
  
9,078,343

Administrative expenses
  
(10,584,848)

Operating (loss)
 5 
(1,506,505)

Interest receivable and similar income
 9 
3,337

Interest payable and similar expenses
 10 
(162,112)

(Loss) before tax
  
(1,665,280)

(Loss) for the financial period
  
(1,665,280)

(Loss) for the period attributable to:
  

Owners of the parent
  
(1,665,280)

  
(1,665,280)

The notes on pages 18 to 34 form part of these financial statements.

Page 11

 


HEALTHY RETAIL GROUP LIMITED
REGISTERED NUMBER:15336833



CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 26 DECEMBER 2024

2024
Note
£

Fixed assets
  

Intangible assets
 12 
1,866,105

Tangible assets
 13 
2,570,183

  
4,436,288

Current assets
  

Stocks
 15 
117,608

Debtors due within 1 year
 16 
488,602

Debtors due after more than 1 year
 16 
94,800

Cash at bank and in hand
 17 
1,327,154

  
2,028,164

Creditors: amounts falling due within one year
 18 
(2,970,564)

Net current (liabilities)
  
 
 
(942,400)

Total assets less current liabilities
  
3,493,888

Creditors: amounts falling due after more than one year
 19 
(5,071,971)

Provisions for liabilities
  

Other provisions
 21 
(87,196)

  
 
 
(87,196)

Net (liabilities)
  
(1,665,279)


Capital and reserves
  

Called up share capital 
 22 
1

Profit and loss account
 23 
(1,665,280)

  
(1,665,279)


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




S D Craig
Director

Date: 30 December 2025

The notes on pages 18 to 34 form part of these financial statements.

Page 12

 


HEALTHY RETAIL GROUP LIMITED
REGISTERED NUMBER:15336833



COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 26 DECEMBER 2024

2024
Note
£

Fixed assets
  

Investments
 14 
1

  
1

  

Total assets less current liabilities
  
 
1

  

  

Net assets
  
1


Capital and reserves
  

Called up share capital 
 22 
1

  
1


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


S D Craig
Director

Date: 30 December 2025

The notes on pages 18 to 34 form part of these financial statements.

Page 13

 


HEALTHY RETAIL GROUP LIMITED
 



CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 26 DECEMBER 2024


Called up share capital
Profit and loss account
Equity attributable to owners of Parent Company
Total equity

£
£
£
£


Comprehensive income for the period

Loss for the period

-
(1,665,280)
(1,665,280)
(1,665,280)


Other comprehensive income for the period
-
-
-
-


Total comprehensive income for the period
-
(1,665,280)
(1,665,280)
(1,665,280)


Contributions by and distributions to owners

Shares issued during the period
1
-
1
1


Total transactions with owners
1
-
1
1


At 26 December 2024
1
(1,665,280)
(1,665,279)
(1,665,279)

The notes on pages 18 to 34 form part of these financial statements.

Page 14

 


HEALTHY RETAIL GROUP LIMITED
 



COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 26 DECEMBER 2024


Called up share capital
Total equity

£
£


Other comprehensive income for the period
-
-


Total comprehensive income for the period
-
-


Contributions by and distributions to owners

Shares issued during the period
1
1


Total transactions with owners
1
1


At 26 December 2024
1
1

The notes on pages 18 to 34 form part of these financial statements.

Page 15

 


HEALTHY RETAIL GROUP LIMITED
 



CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 26 DECEMBER 2024

2024
£

Cash flows from operating activities

(Loss)/profit for the financial period
(1,665,280)

Adjustments for:

Amortisation of intangible assets
389,486

Depreciation of tangible assets
730,847

Decrease in stocks
16,955

(Increase)/decrease in debtors
(140,480)

(Decrease)/increase in creditors
(1,090,617)

Net cash generated from operating activities

(1,759,089)


Cash flows from investing activities

Purchase of intangible fixed assets
(136,399)

Purchase of tangible fixed assets
(235,227)

Acquisition of subsidiary net of cash acquired
704,114

Net cash from investing activities

332,488

Cash flows from financing activities

Issue of ordinary shares
1

Repayment of loans
(46,339)

Shareholder loans
3,000,000

Repayment of/new finance leases
(37,795)

Interest paid
(162,112)

Net cash from financing activities
2,753,755

Net increase in cash and cash equivalents
1,327,154

Cash and cash equivalents at the end of period
1,327,154


Cash and cash equivalents at the end of period comprise:

Cash at bank and in hand
1,327,154

1,327,154


The notes on pages 18 to 34 form part of these financial statements.

Page 16

 


HEALTHY RETAIL GROUP LIMITED
 



CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 26 DECEMBER 2024




Cash flows
Acquisition and disposal of subsidiaries
At 26 December 2024
£

£

£

Cash at bank and in hand

623,040

704,114

1,327,154

Debt due after 1 year

380,282

(2,091,549)

(1,711,267)

Debt due within 1 year

(171,831)

(208,451)

(380,282)

Finance leases

37,795

(40,676)

(2,881)

Net cash/(debt)


869,286
(1,636,562)
(767,276)

The notes on pages 18 to 34 form part of these financial statements.

Page 17

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

1.


General information

Healthy Retail Group Limited is a private company, limited by shares, incorporated in England and Wales. The Group's registered office is shown on the information page.
The accounts cover the long period from incorporation to 26 December 2024.
The principal activity of the Group is disclosed in the Strategic Report on page 1.

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 preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgment in applying the Group's accounting policies (see note 3).

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

The following principal accounting policies have been applied:

 
2.2

Basis of consolidation

On 22 December 2023 Healthy Retail Group Limited acquired Healthy Retail Limited. The consolidated financial statements have been prepared in accordance with FRS 102 Section 19 (Business Combinations and Goodwill) using the acquisition accounting method. 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.

Page 18

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

2.Accounting policies (continued)

 
2.3

Going concern

The ability of the Group to continue as a going concern depends on them being able to continue in operation and meet their liabilities as they fall due for a period of at least 12 months (the Assessment Period) from the date these financial statements are authorised for issue.

Assessment and Financial modelling
The Directors have prepared budgets, trading estimates and cash flow forecasts, covering the Assessment Period, alongside longer-term forecasts, internal and external considerations and market context to identify events or conditions that may cast significant doubt upon the continuing use of the going concern basis of accounting.  The Directors have also prepared a sensitivity analysis by changing the most critical assumptions to assess impact on forecasts.

The most significant assumptions made by the Directors in preparing the forecasts were the level of sales volume growth within each of the multi-channel strategies, working capital profiles of the business and levels of cost inflation. Each of these assumptions requires the Directors to exercise significant judgement. The Directors have considered reasonable downside performance scenarios to satisfy themselves that in each scenario the going concern assumption is not broken.

Strategic backdrop and current trading
During 2025, the Directors implemented a multi-channel strategy to promote growth, increase efficiency and improve predictability of trading.  Execution of this strategy in 2025 has started to deliver tangible and significant improvements in financial performance compared to prior periods. The Directors also note improving predictability of sales generated from the wholesale and corporate catering business lines, compared to a single store line of business where there is less predictability of sales volumes.  As a result, based on data from trading under the new strategy the Directors are confident that this trend of improvement will continue into 2026 and beyond, alongside a belief that the major risks facing the business can be mitigated by planned actions.

Market backdrop  
UK inflation is falling giving more stability to the cost base and less pressure to increase prices, which in turn should stabilise customer purchasing.  Bank base rates are also falling and predicted to fall further, which should improve all customer lines of business and reduce pressures on our suppliers to increase costs.  Whilst we are cautious in our outlook for a general return of employees to offices, we are beginning to see encouraging signs of workers having more of an office presence than in the last five years which should improve or at least stabilise store sales volumes.  As a result, whilst the Directors acknowledge the risks inherent in the quick service food industry and have planned accordingly, there are signs that the general macroeconomic environment is at least stabilising and possibly improving.

Supportive shareholders
Based on trading in 2025 following adoption of the multi-channel strategy, the Directors were able to raise £0.5m of new funding from shareholders in December 2025, which provides the Directors with confidence that the major shareholder supports the strategic actions being taken and the future of the business.  Whilst there is always risk associated with a refinancing event, given the progress of the business, the recent successful raise and the improvement in trading thus far, the Directors do not consider there to be a material uncertainty concerning availability of financing.

Conclusion
Whilst the Group enters 2026 with sufficient funding to meeting its obligations in a range of reasonable trading scenarios, the principal risks and uncertainties section of this report highlights a range of items where uncertainty and risk remains elevated, and this may create material uncertainty regarding the group’s ability to continue as a going concern in more severe downside scenarios.

Page 19

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

2.Accounting policies (continued)

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measure. Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:
Sale of goods
The Group sells a range of products including food, beverages and catering services net of VAT and trade discounts. Revenue from the sale of food and beverages are recognised at the point of sale and revenue from catering services are recognised on delivery of the products.

 
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.

 
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 Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.9

Taxation

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 reporting date in the countries where the Company and the Group operate and generate income.


Page 20

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

2.Accounting policies (continued)

  
2.10

Other operating income

Grants are accounted under the accruals model as permitted by FRS 102. Grants relating to expenditure on tangible fixed assets are credited to profit or loss at the same rate as the depreciation on the assets to which the grant relates. The deferred element of grants is included in creditors as defered income.
Grants of a revenue nature are recognised in the Income Statement in the same period as the related expenditure.

  
2.11

Impairment of fixed assets

Assets that are subject to depreciation or amortisation are assessed at each reporting date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each reporting date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.

 
2.12

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Income Statement over its useful economic life of 7 years.

Other intangible assets

Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses.

All intangible assets are considered to have a finite useful life. If a reliable estimate of the useful life cannot be made, the useful life shall not exceed five years.
Development expenditure have estimated useful life of 3 - 10 years. Development expenditure relates to costs incurred for design and project management of implementation of menu boards, new software and websites.
Trademarks have estimated useful live of 3 - 10 years. Trademarks relates to costs incurred for design and project management of the Pure brand.

Page 21

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

2.Accounting policies (continued)

 
2.13

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.

The Group adds to the carrying amount of an item of fixed assets the cost of replacing part of such an item when that cost is incurred, if the replacement part is expected to provide incremental future benefits to the Group. The carrying amount of the replaced part is derecognised. Repairs and maintenance are charged to profit or loss during the period in which they are incurred.

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:

Short-term leasehold property
-
Straight line over the term of the lease
Plant and machinery
-
Straight line over 3 to 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.

 
2.14

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.15

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 reporting 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.

Page 22

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

2.Accounting policies (continued)

 
2.16

Financial instruments

The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.

Basic financial assets

Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.

Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.

Financial liabilities

Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.

Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.

Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.




3.


Judgments in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors including expectations of future events that are believed to be reasonable under the circumstances. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are addressed below.
Provision for impairment of tangible and intangible assets
FRS 102 requires management to assess at each reporting date where there are events or changes in circumstances that indicate the carrying amount of tangible and intangible assets may not be recoverable. Management will carry out an impairment test if there are indicators of impairment. This is a complex area involving management judgement. Further details of intangible and tangible assets can be seen in note 12 and 13.

Page 23

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

4.


Turnover

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


26 December
2024
£

Turnover
23,552,820

23,552,820


Analysis of turnover by country of destination:

26 December
2024
£

United Kingdom
23,552,820

23,552,820



5.


Operating (loss)

The operating (loss) is stated after charging:

26 December
2024
£

Other operating lease rentals
3,464,571

Costs of store closures, restructuring and one off costs
365,334


6.


Auditor's remuneration

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


26 December
2024
£

Fees payable to the Company's auditor for the audit of the consolidated and parent Company's financial statements
29,900

Page 24

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

7.


Employees

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


Group
2024
£

Wages and salaries
6,872,937

Social security costs
447,352

Cost of defined contribution scheme
121,862

7,442,151


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


        Group
     26 December
        2024
            No.






Head office
25



Store
244

269

The Group has no employees other than the director, who received remuneration during the year.

8.


Directors' remuneration

Group
26 December
2024
£

Directors' emoluments
185,000

Directors pension contributions
18,582

Directors national insurance
24,785

228,367


During the period retirement benefits were accruing to 1 director in respect of defined contribution pension schemes.

The highest paid director received remuneration of £185,000.

The value of the Group's contributions paid to a defined contribution pension scheme in respect of the highest paid director amount to £18,582.

During the period NIL directors received shares under the long-term incentive schemes.

There are no others deemed to be key management personnel other than the directors.

Page 25

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

9.


Interest receivable

Group
26 December
2024
£


Other interest receivable
3,337

3,337


10.


Interest payable and similar expenses

Group
26 December
2024
£


Bank interest payable
162,112

162,112


11.


Taxation


Group
26 December
2024
£



Total current tax
-

Deferred tax

Total deferred tax
-


Tax on (loss)/profit
-
Page 26

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024
 
11.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%. The differences are explained below:

Group
26 December
2024
£


(Loss) on ordinary activities before tax
(1,665,280)


(Loss) on ordinary activities multiplied by standard rate of corporation tax in the UK of 25%
(416,320)

Effects of:


Non-tax deductible amortisation of goodwill and impairment
68,499

Expenses not deductible for tax purposes
(11,606)

Capital allowances for period in excess of depreciation
88,929

Unrelieved tax losses carried forward
270,498

Total tax charge for the period
-


Factors that may affect future tax charges

The Group has trading losses carried forward of £16,289,655 to set off against future profitsof the same trade.

Page 27

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

12.


Intangible assets

Group




Development expenditure
Trademarks
Goodwill
Total

£
£
£
£



Cost


Additions
136,399
-
-
136,399


Disposals
(10,400)
-
-
(10,400)


On acquisition of subsidiaries
144,670
56,545
1,917,977
2,119,192



At 26 December 2024

270,669
56,545
1,917,977
2,245,191



Amortisation


Charge for the period on owned assets
110,755
4,734
273,997
389,486


On disposals
(10,400)
-
-
(10,400)



At 26 December 2024

100,355
4,734
273,997
379,086



Net book value



At 26 December 2024
170,314
51,811
1,643,980
1,866,105



Page 28

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

13.


Tangible fixed assets

Group






Short-term leasehold property
Plant and machinery
Total

£
£
£



Cost or valuation


Additions
132,819
102,408
235,227


Acquisition of subsidiary
1,880,049
1,185,754
3,065,803


Disposals
(9,733)
-
(9,733)



At 26 December 2024

2,003,135
1,288,162
3,291,297



Depreciation


Charge for the period on owned assets
274,078
456,769
730,847


Disposals
(9,733)
-
(9,733)



At 26 December 2024

264,345
456,769
721,114



Net book value



At 26 December 2024
1,738,790
831,393
2,570,183

The net carrying amount of assets held on finance leases is £2,881.

Page 29

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

14.


Fixed asset investments






Investments in subsidiary companies

£



Cost or valuation


Additions
1



At 26 December 2024
1






Net book value



At 26 December 2024
1


Subsidiary undertaking


The following was a subsidiary undertaking of the Company:

Name

Registered office

Class of shares

Holding

Healthy Retail Limited
100 Moorgate, London, EC2M 6AB
Ordinary
100%

The aggregate of the share capital and reserves as at 26 December 2024 and the profit or loss for the period endedon that date for the subsidiary undertaking were as follows:

Name
Aggregate of share capital and reserves
Profit/(Loss)

Healthy Retail Limited
(3,309,259)
(1,391,283)

The comapny acquired the assets and liabilities of Healthy Retail Limited on 22 December 2023 for £1 consideration. Its principal activities are as a food-to-go retailer and a caterer for meetings and events.


15.


Stocks

Group
2024
£

Stocks
117,608

117,608


Page 30

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

16.


Debtors

Group
2024
£

Due after more than one year

Other debtors
94,800

Due within one year

Trade debtors
245,185

Other debtors
177,017

Prepayments and accrued income
66,400

583,402



17.


Cash and cash equivalents

2024
£

Cash at bank and in hand
1,327,154

1,327,154



18.


Creditors: Amounts falling due within one year

Group
2024
£

Bank loans
380,282

Trade creditors
1,480,280

Other taxation and social security
429,637

Obligations under finance lease and hire purchase contracts
2,881

Other creditors
196,988

Accruals and deferred income
480,496

2,970,564


The Subsidiary Company received a bank loan of £3,000,000 under the Coronavirus Business Interruption Loan Scheme (CBILS). The loan is repayable in July 2030. The loan is charged at a floating interest rate of 1.94% plus the base rate. Under the terms of the CBILS loan the interest is payable by the UK Government for the first 12 months of the loan. The loan is secured by way of an unlimited debenture.

Page 31

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

19.


Creditors: Amounts falling due after more than one year

Group
2024
£

Bank loans
1,711,267

Shareholder loans
3,000,000

Other creditors
360,704

5,071,971


 


20.


Loans


Analysis of the maturity of loans is given below:


Group
2024
£

Amounts falling due within one year

Bank loans
380,282


380,282

Amounts falling due 1-2 years

Bank loans
380,282


380,282

Amounts falling due 2-5 years

Bank loans
1,140,845

Shareholder loans
3,000,000


4,140,845

Amounts falling due after more than 5 years

Bank loans
190,140

190,140

5,091,549


Under the terms of the shareholder loan agreement, the loan will remain classified as debt unless the Group achieves certain performance criteria. If these criteria are met, all or part of the loan will convert into preference shares.

As at the reporting date, the loan remains outstanding and is presented as a financial liability.

Page 32

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

21.


Provisions


Group






Dilapidations

£





Arising on business combinations
87,196



At 26 December 2024
87,196


22.


Share capital

2024
£
Allotted, called up and fully paid


5,000 A Ordinary shares of £0.0001 each
0.5
5,000 B Ordinary shares of £0.0001 each
0.5

1.0


Ordinary Shares: The shares (a) carry full voting rights, (b) are entitled to participate in dividends and (c) carry noright of redemption.


23.


Reserves

Profit and loss account

This reserve records retained earnings and accumulated Profit/Losses.


24.


Pension commitments

The Group operates a defined contribution pension scheme. The assets of the Group are held separately from those of the company in an independently administered fund.
The pension cost charge represents contributions payable by the Group to the fund and amounted to £103,280. At the year end there were unpaid contributions of £25,492. 

Page 33

 


HEALTHY RETAIL GROUP LIMITED
 


 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 26 DECEMBER 2024

25.


Commitments under operating leases

At 26 December 2024 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:

2024
Group
£


Not later than 1 year
2,262,334

Later than 1 year and not later than 5 years
5,584,838

Later than 5 years
2,069,932

9,917,104


26.


Related party transactions

During the period an additional shareholder loan of £1.5m was received from Sophie Management Limited. The loan is interest free and is repayable on 31 December 2027.


27.


Post balance sheet events

Post year end an additional loan of £0.5m has been provided to the Group on 22/12/2025 in order to support its working capital requirements. 

Following the year end – and in-line with the Group’s strategy - three stores were closed. One of these was loss-making and the net book value of the fixed assets in this store was nil as it was fully impaired in a previous year. The other two stores had a NBV of £44,631 at the year end.


28.


Controlling party

RBC Trustees (Jersey) Limited is the ultimate controlling party.

Page 34