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High Road Restaurants Group Holdco Limited
Annual Report and Consolidated Financial Statements
Period from 1 July 2024 to 29 June 2025

Registration number: 10482231

High Road Restaurants Group Holdco Limited

Contents

Company Information | 1
Strategic Report | 2 to 4
Directors' Report | 5
Statement of Directors' Responsibilities | 6
Independent Auditor's Report | 7 to 10
Consolidated Profit and Loss Account | 11
Consolidated Balance Sheet | 12
Balance Sheet | 13
Consolidated Statement of Changes in Equity | 14
Statement of Changes in Equity | 15
Consolidated Statement of Cash Flows | 16
Notes to the Financial Statements | 17 to 38

High Road Restaurants Group Holdco Limited

Company Information

Directors | G I Henderson-Londono G V Lloyd-Jones G Morrison

Registered office | Nower End Nower Road Dorking Surrey RH4 3BX

Auditors | PKF Francis Clark Statutory Auditor90 Victoria Street Redcliffe Bristol BS1 6DP

High Road Restaurants Group Holdco Limited

Strategic Report

period from 1 July 2024 to 29 June 2025

The directors present their strategic report for the period from 1 July 2024 to 29 June 2025.

Principal activity

The principal activity of the group is that of operation of chains of restaurants. The principal activity of the company is that of a holding company.

Review of the business

Buenos Aires, and its sister brand Buenasado (collectively referred to as “BA”), operates eight restaurants in the south of England in the Buenos Aires Restaurants Limited subsidiary. Four restaurants are situated within the South West London suburbs; Chiswick, Richmond, Walton-on-Thames and Wimbledon. A further two are situated further around the M25; Reigate and Bluewater. Its other two restaurants are in Reading and Bristol. Trade during the year has continued to be strong, largely due to the strong performance of its stable, loyal operations teams at all levels throughout the business. Albeit, like all companies in the sector, the company continues to face operational challenges as described below.
Disposal of Koh Thai Limited (formerly High Road Thai Restaurants Limited):
On 29 November 2024, the group sold its 45.54% shareholding in Koh Thai Limited to the director of that company. This strategic decision was taken by the group directors in order to focus the group’s capital and management on the Buenos Aires and Buenasado brands.
For the five months up to the date of disposal, Koh Thai Limited operated 4 restaurants on the South Coast during which time trading conditions were difficult. The Bournemouth and Southsea restaurants performance was disappointing in the period up to disposal by the group, however, the Poole and Port Solent restaurants performed well.
During the period, the Koh Thai subsidiary contributed £1.5m of turnover and a net loss of £27k. The group recognised a gain on disposal of £286k in relation of the sale of its shareholding in Koh Thai Limited.

High Road Restaurants Group Holdco Limited

Strategic Report

period from 1 July 2024 to 29 June 2025

Financial performance

During the period ended 29 June 2025, the group generated sales from restaurant activities of £11.8m (2024 - £14.2m) generating an operating profit of £0.3m (2024 - £0.1m), and a loss before tax of £1.6m (2024 - £1.7m loss).
During the period ended 29 June 2025, the group generated positive EBITDA of £887,078 (2024 - £695,353).
Non-cash adjustments during the period were as follows:
Notional interest on non-market rate loans: £166,196 (2024 - £164,881)
Capitalised interest on market rate loans: £1,706,399 (2024 - £1,584,259)
Amortisation of intangible fixed assets: £318,146 (2024 - £318,146)
Profit on disposal of investments: £268,054 (2024 - £Nil)
Depreciation of tangible fixed assets: £248,411 (2024 - £270,698)

As at 29 June 2025 the group balance sheet shows a total net liabilities position of £19.1m (2024 - £17.5m) with a net current liabilities position of £10.8m (2024 - £10.5m).
Other than the KPI’s disclosed in the business review, the directors continue to adopt normal trading KPI’s consistent with those used by other restaurant groups including labour, food and sales like for likes. The board also reports to the bank on a monthly basis regarding cash, cash flow and trading performance.
The board also holds monthly meetings to ensure that its strategic objectives are achieved throughout the group; financial and operational performance meets the board’s demands in order to balance the needs and desires of all stakeholders including staff, suppliers, banks, customers and shareholders; and, the group maintains best practice in all areas of the business thereby ensuring the safety of customers and staff.

Going concern

Having considered the trading performance of the group subsequent to the year end, the extension (in February 2026) of loan note repayment terms provided by investors, the forecasts prepared for a period to June 2027 and considered a period of at least 12 months from the date of approval of these financial statements (in light of the principal risks and uncertainties described below in the context of the negative balance sheet position), the directors are satisfied that the going concern basis of preparation remains appropriate.

High Road Restaurants Group Holdco Limited

Strategic Report

period from 1 July 2024 to 29 June 2025

Future Growth

Trading throughout the estate of BA restaurants has been positive. Both Buenos Aires and Buenasado brands are generating cash from operations and building cash reserves. However, the primary focus of the directors is to continue to improve profitability of the existing estate, reduce debt and strengthen the balance sheet before seeking further opportunities to grow organically via new openings and/or acquisition.

Principal risks and uncertainties

The key risks and uncertainties facing the company are those facing all leisure related companies at the present time: political and economic uncertainty and the impact on consumer sentiment, increases in minimum wage and employers NI, changes to property rates, oil and gas price volatility affecting energy costs and continued food cost inflation. These factors potentially affect the trading of the subsidiary and therefore the value of the investment that the company itself holds in the long term. However, the company has the full support of its bankers and the directors consider the subsidiary to be in good financial health and able to trade through any period of uncertainty.
Supply chain risk
As stated in previous years’ accounts, in order to maintain authenticity, the Buenos Aires business imports significant product lines from other parts of the world, including South America and Europe. In order to mitigate the potential impact of economic and political uncertainty affecting supply, the group maintains close relationships with suppliers and have therefore been able to secure the supplies needed ahead of many other restaurants.
Consumer attitudes
As stated previously, consumer attitudes towards the types of cuisine that they choose continues to be a risk to sales within our steak restaurants. However, as results show, meat continues to be a popular choice and revenues and EBITDA continue to be strong within the Buenos Aires group.

Approved and authorised by the Board on 1 April 2026 and signed on its behalf by:

......................................... G V Lloyd-Jones Director

High Road Restaurants Group Holdco Limited

Directors' Report

Period from 1 July 2024 to 29 June 2025

The directors present their report and the for the period from 1 July 2024 to 29 June 2025.

Directors of the group

The directors who held office during the period were as follows:

G I Henderson-Londono

G V Lloyd-Jones

G Morrison

Financial instruments

Objectives and policies

The group holds various borrowings, being loan notes and bank borrowings, and the company holds investments in subsidiaries, all of which are deemed to be basic financial instruments, in order to fund the investment made in subsidiary undertakings and fund development of the trading businesses in the group.

Price risk, credit risk, liquidity risk and cash flow risk

The group has both fixed and variable interest rate debt instruments and does not have exposure to foreign exchange transactions. The directors monitor the group performance and thus price risk, credit risk, liquidity risk and cash flow risk, on an ongoing basis.

Employment of disabled persons

Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of a member of staff becoming disabled, the group makes every effort to ensure that their employment continues and that appropriate training is arranged where necessary. It is the policy of the group that the training, career, development and promotion of disabled persons should be identical to that of other employees.

Employee involvement

We recognise that organisations perform at the highest level and are most successful when all employees share a common purpose and work in partnership with open, clear lines of communication. The company holds regular meetings with its staff in order to fully communicate future plans, any proposed changes in procedures or policies, customer feedback and all other information from board level to all staff, and vice versa.

Disclosure of information to the auditor

Each director has taken steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Approved and authorised by the Board on 1 April 2026 and signed on its behalf by:

......................................... G V Lloyd-Jones Director

High Road Restaurants Group Holdco Limited

Statement of Directors' Responsibilities

The directors acknowledge their responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

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

• | select suitable accounting policies and apply them consistently;

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

• | state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

Opinion

We have audited the financial statements of High Road Restaurants Group Holdco Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 1 July 2024 to 29 June 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including 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 the parent company's affairs as at 29 June 2025 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 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 and parent company's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were 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.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report 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.

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

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 there is a material misstatement in the financial statements or a material misstatement of the other information. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Opinion on other matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

• | the Strategic Report and 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 our knowledge and understanding of the company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

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

• | 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 Statement of Directors' Responsibilities set out on page 6, 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.

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

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 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:
As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the group. We gained an understanding of the industry in which the group operates as part of this assessment to identify the key laws and regulations affecting the group. As part of this, we discussed these with the relevant individuals responsible for compliance. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements. The key laws and regulations identified were the Food Standards Agency regulations and employment legislation. In addition, other laws and regulation such as the Companies Act 2006 and Corporation Tax Acts 2009 & 2010 have been considered.
We discussed with management how the compliance with these laws and regulations is monitored and discussed policies and procedures in place. As part of our planning procedures, we assessed the risk of any non-compliance with laws and regulations on the group’s ability to continue operating and the risk of material misstatement to the accounts. Based on this understanding we designed our audit procedures to identify non-compliance with such laws and regulations. Our procedures involved the following:

• | Enquiries of management regarding their knowledge of any non-compliance with laws and regulations that could affect the financial statements;

• | Reviewing legal and professional costs to identify any possible non-compliance or legal costs inrespect of non-compliance;

• | Reviewing relevant certification records; and

• | Review of relevant correspondence and paperwork

As part of our enquiries, we discussed with management whether there had been any instances of known or alleged fraud, of which management confirmed there were none.
We assessed the susceptibility of the financial statements to material misstatement through management override or fraud, including in relation to income and expenditure, and obtained an understanding of the controls in place to mitigate the risk of fraud. We also evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements. The fraud incentives were assessed as being the need to meet investor and banking partner's expectations, and also the mitigation of tax liabilities. Based upon our understanding we designed and conducted audit procedures including:

High Road Restaurants Group Holdco Limited

Independent Auditor's Report to the Members of High Road Restaurants Group Holdco Limited

• | Auditing the risk of management override of controls, including through testing journal entries and other adjustments for appropriateness, and evaluating the business rationale of significant transactions outside the normal course of business;

• | Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the estimates; and

• | Revenue completeness testing, including cut-off of income at the year end.

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. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate omissions, collusion, forgery, misrepresentations, or the override of internal controls. We are also less likely to become aware of instances of non-compliance with laws and regulations that are not closely related to events and transactions reflected in the financial statements.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

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

......................................
Nicholas Farrant BA MSc FCA (Senior Statutory Auditor)
PKF Francis Clark, Statutory Auditor
90 Victoria Street
Redcliffe
Bristol
BS1 6DP

1 April 2026

High Road Restaurants Group Holdco Limited

Consolidated Profit and Loss Account

Period from 1 July 2024 to 29 June 2025

| Note | 29 June 2025 £ | 30 June 2024 £
Turnover | 3 | 11,829,880 | 14,220,357
Cost of sales |  | (3,513,080) | (4,232,719)
Gross profit |  | 8,316,800 | 9,987,638
Administrative expenses |  | (8,110,637) | (10,094,027)
Other operating income | 4 | 114,358 | 212,899
Operating profit | 6 | 320,521 | 106,510
Interest payable and similar expenses | 10 | (1,927,679) | (1,828,124)
Loss before tax |  | (1,607,158) | (1,721,614)
Tax on loss | 11 | (181,708) | (216,044)
Loss for the financial period |  | (1,788,866) | (1,937,658)
Profit/(loss) attributable to: |  |  |
Owners of the company |  | (2,116,419) | (2,155,658)
Minority interests |  | 327,553 | 218,000
|  | (1,788,866) | (1,937,658)

High Road Restaurants Group Holdco Limited

Consolidated Balance Sheet

29 June 2025

| Note | 29 June 2025 £ | (as restated) 30 June 2024 £
Fixed assets |  |  |
Intangible assets | 12 | 811,747 | 1,142,395
Tangible assets | 13 | 1,239,908 | 1,657,806
|  | 2,051,655 | 2,800,201
Current assets |  |  |
Stocks | 15 | 131,560 | 175,575
Debtors | 16 | 531,462 | 338,549
Cash at bank and in hand |  | 871,435 | 790,410
|  | 1,534,457 | 1,304,534
Creditors: Amounts falling due within one year | 19 | (12,315,869) | (11,762,542)
Net current liabilities |  | (10,781,412) | (10,458,008)
Total assets less current liabilities |  | (8,729,757) | (7,657,807)
Creditors: Amounts falling due after more than one year | 19 | (10,275,593) | (9,676,098)
Provisions for liabilities | 22 | (121,799) | (170,574)
Net liabilities |  | (19,127,149) | (17,504,479)
Capital and reserves |  |  |
Called up share capital | 24 | 1,200 | 1,200
Share premium reserve | 26 | 2,329,198 | 2,329,198
Capital redemption reserve | 26 | 427 | 427
Capital contribution reserve | 26 | 190,405 | 190,406
Profit and loss account | 26 | (22,403,024) | (20,452,802)
Equity attributable to owners of the company |  | (19,881,794) | (17,931,571)
Minority interests |  | 754,645 | 427,092
Shareholders' deficit |  | (19,127,149) | (17,504,479)

Approved and authorised by the Board on 1 April 2026 and signed on its behalf by:

......................................... G V Lloyd-Jones Director

Company Registration Number: 10482231

High Road Restaurants Group Holdco Limited

Balance Sheet

29 June 2025

| Note | 29 June 2025 £ | 30 June 2024 £
Fixed assets |  |  |
Investments | 14 | 1 | 1
Capital and reserves |  |  |
Called up share capital | 24 | 1,200 | 1,200
Share premium reserve |  | 2,329,198 | 2,329,198
Capital redemption reserve |  | 427 | 427
Profit and loss account |  | (2,330,824) | (2,330,824)
Shareholders' funds |  | 1 | 1

The company has taken the exemption in section 408 of the Companies Act 2006 and has not presented its individual profit and loss account. The company made a loss after tax for the financial period of £- (2024 - loss of £-).

Approved and authorised by the Board on 1 April 2026 and signed on its behalf by:

......................................... G V Lloyd-Jones Director

Company Registration Number: 10482231

High Road Restaurants Group Holdco Limited

Consolidated Statement of Changes in Equity

Period from 1 July 2024 to 29 June 2025

| Share capital £ | Share premium £ | Capital redemption reserve £ | Capital contribution reserve £ | Profit and loss account £ | Total £ | Non- controlling interests £ | Total equity £
At 1 July 2024 | 1,200 | 2,329,198 | 427 | 190,406 | (20,452,802) | (17,931,571) | 427,092 | (17,504,479)
(Loss)/profit for the period | - | - | - | - | (2,116,419) | (2,116,419) | 327,553 | (1,788,866)
Transfers | - | - | - | (166,197) | 166,197 | - | - | -
Other movements on reserves | - | - | - | 166,196 | - | 166,196 | - | 166,196
At 29 June 2025 | 1,200 | 2,329,198 | 427 | 190,405 | (22,403,024) | (19,881,794) | 754,645 | (19,127,149)

| Share capital £ | Share premium £ | Capital redemption reserve £ | Capital contribution reserve £ | Profit and loss account £ | Total £ | Non- controlling interests £ | Total equity £
At 26 June 2023 | 1,200 | 2,329,198 | 427 | 190,406 | (18,462,025) | (15,940,794) | 209,092 | (15,731,702)
(Loss)/profit for the period | - | - | - | - | (2,155,658) | (2,155,658) | 218,000 | (1,937,658)
Transfers | - | - | - | (164,881) | 164,881 | - | - | -
Other movements on reserves | - | - | - | 164,881 | - | 164,881 | - | 164,881
At 30 June 2024 | 1,200 | 2,329,198 | 427 | 190,406 | (20,452,802) | (17,931,571) | 427,092 | (17,504,479)

High Road Restaurants Group Holdco Limited

Statement of Changes in Equity

Period from 1 July 2024 to 29 June 2025

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 1 July 2024 | 1,200 | 2,329,198 | 427 | (2,330,824) | 1
At 29 June 2025 | 1,200 | 2,329,198 | 427 | (2,330,824) | 1

| Share capital £ | Share premium £ | Capital redemption reserve £ | Profit and loss account £ | Total £
At 26 June 2023 | 1,200 | 2,329,198 | 427 | (2,330,824) | 1
At 30 June 2024 | 1,200 | 2,329,198 | 427 | (2,330,824) | 1

High Road Restaurants Group Holdco Limited

Consolidated Statement of Cash Flows

Period from 1 July 2024 to 29 June 2025

| Note | 29 June 2025 £ | 30 June 2024 £
Cash flows from operating activities
Loss for the period |  | (1,788,866) | (1,937,658)
Adjustments to cash flows from non-cash items |  |  |
Depreciation and amortisation | 6 | 566,557 | 588,844
Loss on disposal of tangible assets | 5 | - | 102,301
Profit from disposals of investments | 5 | (268,054) | -
Finance costs | 10 | 1,927,679 | 1,828,124
Tax expense | 11 | 181,708 | 216,044
|  | 619,024 | 797,655
Working capital adjustments |  |  |
Decrease in stocks | 15 | 1,160 | 25,671
Increase in debtors | 16 | (249,748) | (57,126)
Increase/(decrease) in creditors | 19 | 1,074,146 | (306,335)
Decrease in provisions | 22 | (48,775) | (22,500)
Cash generated from operations |  | 1,395,807 | 437,365
Income taxes paid | 11 | (423,308) | (98,649)
Net cash flow from operating activities |  | 972,499 | 338,716
Cash flows from investing activities |  |  |
Acquisitions of tangible assets |  | (271,451) | (96,690)
Acquisition of intangible assets | 12 | - | (900)
Cash outflow on disposal of subsidiary |  | (81,671) | -
Net cash flows from investing activities |  | (353,122) | (97,590)
Cash flows from financing activities |  |  |
Interest paid | 10 | (55,084) | (78,984)
Net bank borrowing (repayments)/draw downs |  | (483,268) | (396,017)
Net cash flows from financing activities |  | (538,352) | (475,001)
Net increase/(decrease) in cash and cash equivalents |  | 81,025 | (233,875)
Cash and cash equivalents at 1 July |  | 790,410 | 1,024,285
Cash and cash equivalents at 29 June |  | 871,435 | 790,410

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

1 | General information

The company is a private company limited by share capital, incorporated in England & Wales.

The address of its registered office is:
Nower End
Nower Road
Dorking
Surrey
RH4 3BX

These financial statements were authorised for issue by the Board on 1 April 2026.

2 | Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. There are no material departures from FRS 102.

Basis of preparation

These financial statements have been prepared using the historical cost convention.
The functional currency of the company is considered to be pounds sterling because this is the currency of the primary economic environment in which the company operates, and the financial statements are presented to the nearest round pound.

Summary of disclosure exemptions

The company meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of the disclosure exemptions available to it in respect of its individual financial statements. Exemptions have been taken in relation to financial instruments, presentation of a cash flow statement and remuneration of key management personnel. Equivalent information is presented in relation to these group accounts.

Basis of consolidation

The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 29 June 2025.
As a consolidated profit and loss account is published, a separate profit and loss account for the parent company is omitted from the group financial statements by virtue of section 408 of the Companies Act 2006.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

The consolidated financial statements incorporate the results of business combinations using the purchase method. In the Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Profit and Loss Account from the date on which control is obtained. They are deconsolidated from the date control ceases.

Going concern

Notwithstanding the net liabilities of £19,127,149 (2024 - £17,504,479), net current liabilities of £10,781,412 (2024 - £10,458,008) and loss for the year of £1,788,866 (2024 - £1,937,658) the directors are satisfied that the going concern basis of preparation remains appropriate. In making their assessment the directors have made all necessary enquiries and have considered, in particular, the following key matters:

• | The directors have prepared detailed forecasts and cash flow analysis models to June 2027 and have also considered the period of at least 12 months from the date of approval of these financial statements, for the group’s trading subsidiary and the group as a whole. These forecasts have been prepared in light of reasonably anticipated financial performance, based upon the experience in the current and previous years, and whilst they acknowledge that there can be no certainty in respect of both consumer confidence and supply chain and cost inflation assumptions therein, they are satisfied that sufficient cash will be generated in order to meet liabilities as they fall due.

• | The directors have considered the financial performance for the financial period to January 2026 as reported in the unaudited January 2026 management accounts and note both positive earnings before interest tax and depreciation and profit before tax on a consolidated basis, and an unaudited cash balance as at January 2026 of £1.24m (June 2025 - £871k).

• | The majority of creditors relate to loan note balances due to key group management personnel and the institutional investor. Fundamental to the going concern assumption is that the terms of the loan notes held by the institutional investor have been formally varied subsequent to the period end extending any repayment commencement to February 2027 at the earliest, with the expectation of both management and investors being that the loan notes will not be called for repayment at that date unless the company is in a position to do so. Those members of management who also hold loan notes have provided written confirmation regarding their waiving of interest payable to them and that they will not seek repayment until such time as the company is in a position to do so.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Prior period errors

During the year, the directors have identified that loan notes included within other borrowings of £1,446,854 were previously presented within non-current liabilities when they should have been classified as a current liability under FRS 102, as the repayment was due less than 12 months after the reporting date. This adjustment to the comparative figures has no impact on profit or net assets for the period.

Key judgements and sources of estimation uncertainty

In applying the group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making judegments, estimates and assumptions, the actual results and outcomes may differ.
The estimates and underlying assumptions are reviewed on an ongoing basis. Any revisions to accounting estimates are recognised prospectively.
The key judgements that have a significant effect on the financial statements are in respect of going concern (as described in the above accounting policy) and the assessment of control of subsidiary companies.
The company’s proportion of the share ownership of certain of its indirectly owned subsidiaries is less than 50%. These subsidiaries are operationally controlled by the High Road Restaurants Holdco Group Limited group with the minority shareholders being key management personnel, and therefore are accounted for as subsidiaries of the company. Certain other 100% owned companies, as detailed in note 14, are in liquidation and subsequently are no longer under the control of the group. Therefore, these companies are not included in the group financial statements.
Certain of the long term loan note liabilities are held at a below market rate of interest and are measured at the present value of the future payments discounted at an estimated market rate of interest for a similar debt instrument. The carrying amount of those loan notes at a below market rate of interest as the period end is £1,770,993 (2024 - £1,770,993).

An onerous lease provision has been estimated by the directors in the financial statements. The provision represents the best estimate of least net costs that will be incurred in exiting the lease based on rentals payable and costs to exit the lease, discounted at a relevant rate. The carrying amount is £121,799 (2024 - £170,574).

Tangible fixed assets are carried at cost, less accumulated depreciation and any subsequent accumulated impairment losses. This requires an estimation in the depreciation rates used as well as assessment of the ongoing economic contribution of the assets of the company as to whether an indicator of impairment has occurred. The carrying amount is £1,239,908 (2024 - £1,657,806).

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

The useful economic lives of the goodwill and brand are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimate used to calculate amortisation, that charge is adjusted prospectively. The annual impairment assessment in respect of goodwill and brand requires estimates of the value in use of cash generating units to which goodwill has been allocated. As a result, estimates of future cashflows are required. The directors do not believe that any reasonably possible changes to the key assumptions would produce any further impairment for the forthcoming year.
The carrying amount of goodwill and brand at the period end is £811,747 (2024 - £1,142,395).

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of food and beverages in the ordinary course of the company’s activities. Turnover is shown net of value added tax, returns, rebates and discounts.
The group recognises revenue at the point of sale.

Tax

Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

The current corporation 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 group operates and generates taxable income.

Deferred tax is recognised on all timing differences at the balance sheet date unless indicated below. Timing differences are differences between taxable profits and the results as stated in the consolidated profit and loss account and other comprehensive income. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.
The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.
The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets over their estimated useful lives, as follows:

Asset class | Depreciation method and rate
Leasehold property | Over the life of the lease
Plant and machinery | 15% straight line
Furniture and fittings | 15% straight line
Office equipment | 15% straight line
Computer equipment | 25% straight line

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Business combinations

Business combinations are accounted for using the purchase method. The consideration for each acquisition is measured at the aggregate of the fair values at acquisition date of assets given, liabilities incurred or assumed, and equity instruments issued by the group in exchange for control of the acquired, plus any costs directly attributable to the business combination. When a business combination agreement provides for an adjustment to the cost of the combination contingent on future events, the group includes the estimated amount of that adjustment in the cost of the combination at the acquisition date if the adjustment is probable and can be measured reliably.

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 Profit and Loss Account over its useful economic life.

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.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class | Amortisation method and rate
Brand | 10 years straight line
Goodwill | between 5 - 10 years

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

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

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Defined contribution pension obligation

The group operates defined contribution pension schemes. Contributions are recognised in the profit and loss account in the period in which they become payable in accordance with the rules of the scheme.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Financial instruments

Classification
The group holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Bank loans;
• Other borrowings; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
The group has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the group becomes party to the contractual provisions of the instrument and derecognised when in the case of assets, the contractual rights to cash flows from the assets expire or substantially all the risks and rewards of ownership are transferred to another party, or in the case of liabilities, when the group’s obligations are discharged, expire or are cancelled.
Except for bank loans, such instruments are initially measured at transaction price, including transaction costs, and are subsequently carried at the undiscounted amount of the cash or other consideration expected to be paid or received, after taking account of impairment adjustments.
Bank loans are initially measured at transaction price, including transaction costs, and are subsequently carried at amortised cost using the effective interest method.
Some other borrowings, being loan notes, are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. At inception the discount is recognised as a capital contribution within equity. As the discount unwinds it is charged against profit. An equivalent transfer is made between the capital contribution reserve and the profit and loss reserve.

3 | Turnover

The analysis of the group's Turnover for the period from continuing operations is as follows:

| 29 June 2025 £ | 30 June 2024 £
Restaurant sales | 11,829,880 | 14,220,357

All turnover arose within the United Kingdom.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

4 | Other operating income

The analysis of the group's other operating income for the period is as follows:

| 29 June 2025 £ | 30 June 2024 £
Miscellaneous other operating income | 114,358 | 212,899

Miscellaneous other operating income represents insurance income received in the period in respect of a fire at a restaurant site.

5 | Other gains and losses

The analysis of the group's other gains and losses for the period is as follows:

| 29 June 2025 £ | 30 June 2024 £
Gain from disposals of investments | 268,054 | -

6 | Operating profit

Arrived at after charging/(crediting)

| 29 June 2025 £ | 30 June 2024 £
Depreciation expense | 248,411 | 270,698
Amortisation expense | 318,146 | 318,146
Loss on disposal of property, plant and equipment | - | 102,301

7 | Staff costs

The aggregate payroll costs (including directors' remuneration) were as follows:

| 29 June 2025 £ | 30 June 2024 £
Wages and salaries | 4,160,589 | 5,329,349
Social security costs | 387,706 | 591,764
Pension costs, defined contribution scheme | 74,535 | 92,775
| 4,622,830 | 6,013,888

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

| 29 June 2025 No. | 30 June 2024 No.
Directors | 3 | 3
Restaurant staff | 216 | 297
| 219 | 300

8 | Directors' remuneration

The directors' remuneration for the period was as follows:

| 29 June 2025 £ | 30 June 2024 £
Remuneration | 142,763 | 142,175
Contributions paid to money purchase schemes | 1,347 | 1,321
| 144,110 | 143,496

During the period the number of directors who were receiving benefits and share incentives was as follows:

| 29 June 2025 No. | 30 June 2024 No.
Accruing benefits under money purchase pension scheme | 1 | 1

9 | Auditor's remuneration

| 29 June 2025 £ | 30 June 2024 £
Audit of these financial statements | 9,340 | 4,150

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

10 | Interest payable and similar expenses

| 29 June 2025 £ | 30 June 2024 £
Interest on bank overdrafts and borrowings | 55,084 | 78,984
Interest expense on other finance liabilities | 1,872,595 | 1,749,140
| 1,927,679 | 1,828,124

The interest expense on other finance liabilities includes £166,196 (2024 - £164,881) charged to the profit and loss account in respect of the unwinding of discount.

11 | Taxation

Tax charged/(credited) in the consolidated profit and loss account

| 29 June 2025 £ | 30 June 2024 £
Current taxation |  |
UK corporation tax | 190,774 | 280,000
UK corporation tax adjustment to prior periods | (13,700) | (3,747)
| 177,074 | 276,253
Deferred taxation |  |
Arising from origination and reversal of timing differences | 6,896 | (60,209)
Arising from changes in tax rates and laws | (2,262) | -
Total deferred taxation | 4,634 | (60,209)
Tax expense in the income statement | 181,708 | 216,044

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2024 - higher than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).
The differences are reconciled below:

| 29 June 2025 £ | 30 June 2024 £
Loss before tax | (1,607,158) | (1,721,614)
Corporation tax at standard rate | (401,790) | (430,404)
Decrease in current tax from adjustment for prior periods | (13,196) | (3,747)
Tax increase from fixed asset differences | 23,417 | 33,903
Effect of revenues exempt from taxation | (67,012) | -
Expenses not deductible for tax purposes | 121,239 | 132,135
Deferred tax expense from movement in deferred tax not recognised | 521,816 | 484,157
Deferred tax credit from unrecognised temporary difference from a prior period | (2,766) | -
Total tax charge | 181,708 | 216,044

Deferred tax

Group

Deferred tax assets and liabilities

2025 | Asset £ | Liability £
Fixed asset timing differences | - | 3,278
Other short term timing differences | 31,644 | -
| 31,644 | 3,278

2024 | Asset £ | Liability £
Fixed asset timing differences | - | 26,057
Losses and other deductions | 12,316 | -
Other short term timing differences | 46,744 | -
| 59,060 | 26,057

There are £1,087,000 of unused tax losses (2024 - £949,000) for which no deferred tax asset is recognised in the balance sheet.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

12 | Intangible assets

Group

| Goodwill £ | Brand £ | Total £
Cost or valuation
At 1 July 2024 | 7,763,252 | 445,362 | 8,208,614
Disposals | (15,252) | - | (15,252)
At 29 June 2025 | 7,748,000 | 445,362 | 8,193,362
Amortisation
At 1 July 2024 | 6,777,355 | 288,864 | 7,066,219
Amortisation charge | 275,135 | 43,011 | 318,146
Amortisation eliminated on disposals | (2,750) | - | (2,750)
At 29 June 2025 | 7,049,740 | 331,875 | 7,381,615
Carrying amount
At 29 June 2025 | 698,260 | 113,487 | 811,747
At 30 June 2024 | 985,897 | 156,498 | 1,142,395

Amortisation of intangible assets is includd in Administrative expenses in the Profit and Loss Account.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

13 | Tangible assets

Group

| Land and buildings £ | Furniture, fittings and equipment £ | Plant and machinery £ | Total £
Cost or valuation
At 1 July 2024 | 1,865,535 | 738,612 | 504,334 | 3,108,481
Additions | 223,511 | 22,387 | 25,553 | 271,451
Disposals | (516,600) | (78,683) | (133,579) | (728,862)
At 29 June 2025 | 1,572,446 | 682,316 | 396,308 | 2,651,070
Depreciation
At 1 July 2024 | 810,012 | 389,701 | 250,962 | 1,450,675
Charge for the period | 149,913 | 60,554 | 37,944 | 248,411
Eliminated on disposal | (207,953) | (29,621) | (50,350) | (287,924)
At 29 June 2025 | 751,972 | 420,634 | 238,556 | 1,411,162
Carrying amount
At 29 June 2025 | 820,474 | 261,682 | 157,752 | 1,239,908
At 30 June 2024 | 1,055,523 | 348,911 | 253,372 | 1,657,806

Included within the net book value of land and buildings above is £820,474 (2024 - £1,055,523) in respect of short leasehold land and buildings.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

14 | Investments

Company

Subsidiaries | £
Cost and net book value
At 1 July 2024 | 1
At 29 June 2025 | 1

Details of undertakings

Details of the investments in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking | Registered office | Holding | Proportion of voting rights and shares held
|  |  | 2025 | 2024
Subsidiary undertakings
High Road Restaurants Group Bidco Limited | see below | Ordinary | 100% | 100%
Buenos Aires Restaurant Holdings Limited* | see below | Ordinary | 48% | 48%
Buenos Aires Restaurant Limited* | see below | Ordinary | 48% | 48%
Koh Thai Limited | see below | Ordinary | 0% | 45.45%
Buenasado (Reading) Limited* | see below | Ordinary | 48% | 48%
Argentine Steakhouse (Bidco) Limited* | see below | Ordinary | 48% | 48%

* Held indirectly

At the period end the registered office of all subsidiaries was Nower End, Nower Road, Dorking, RH4 3BX.

The company’s proportion of the indirect share ownership of Buenos Aires Restaurant Holdings Limited, Buenos Aires Restaurant Limited, Buenasado (Reading) Limited and Argentine Steakhouse (Bidco) Limited is 48%. These subsidiaries are operationally controlled by the High Road Restaurants Holdco Group Limited group and the minority shareholders are key management of the group, and therefore are accounted for as subsidiaries of the company.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

On 29 November 2024 the group disposed of its 45.45% investment in subsidiary, Koh Thai Limited, for consideration of £10. The gain arising on disposal of the subisidary was £268,054 (see Note 5). The company contributed a loss of £27,226 to the group loss for the period.

Subsidiary undertakings
High Road Restaurants Group Bidco Limited The principal activity of High Road Restaurants Group Bidco Limited is an intermediate holding company.
Buenos Aires Restaurant Holdings Limited* The principal activity of Buenos Aires Restaurant Holdings Limited* is an intermediate holding company.
Buenos Aires Restaurant Limited* The principal activity of Buenos Aires Restaurant Limited* is the running a chain of restaurants.
Koh Thai Limited The principal activity of Koh Thai Limited is the running a chain of restaurants.
Buenasado (Reading) Limited* The principal activity of Buenasado (Reading) Limited* is that of holding a property lease for group use.
Argentine Steakhouse (Bidco) Limited* The principal activity of Argentine Steakhouse (Bidco) Limited* is a dormant company.

15 | Stocks

| Group | Company
| 29 June 2025 £ | 30 June 2024 £ | 29 June 2025 £ | 30 June 2024 £
Consumables | 131,560 | 175,575 | - | -

16 | Debtors

| Group | Company
| 29 June 2025 £ | 30 June 2024 £ | 29 June 2025 £ | 30 June 2024 £
Trade debtors | 1,417 | 21,910 | - | -
Other debtors | 105,934 | 147,192 | - | -
Prepayments | 424,111 | 169,447 | - | -
| 531,462 | 338,549 | - | -

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Details of non-current trade and other debtors

Group

£Nil (2024 - £40,000) of Other debtors is classified as non current. Other debtors due after more than one year relate to rent deposits.

Group

Included in Other debtors is £28,366 (2024 - £33,000) in respect of a deferred tax asset (see note 11).

17 | Cash and cash equivalents

| Group | Company
| 29 June 2025 £ | 30 June 2024 £ | 29 June 2025 £ | 30 June 2024 £
Cash at bank | 871,435 | 790,410 | - | -

18 | Analysis of net debt

| At 30 June 2024 | Cash flow | Disposal of subsidiary | Non- cash movements | At 29 June 2025
| £ | £ | £ | £ | £
Cash at bank and on hand | 790,410 | 162,706 | (81,681) | - | 871,435
Cash and cash equivalents | 790,410 | 162,706 | (81,681) | - | 871,435
Bank loans | (1,094,102) | 483,268 | - | - | (610,834)
Loan notes | (18,219,860) | - | - | (1,705,660) | (19,925,520)
Net debt | (18,523,552) | 645,974 | (81,681) | (1,705,660) | (19,664,919)

The non-cash movement of £1,705,660 relates to capitalised loan note interest.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

19 | Creditors

|  | Group | Company
| Note | 29 June 2025 £ | (As restated) 30 June 2024 £ | 29 June 2025 £ | 30 June 2024 £
Due within one year |  |  |  |  |
Loans and borrowings | 20 | 10,260,761 | 9,637,864 | - | -
Trade creditors |  | 560,581 | 533,906 | - | -
Social security and other taxes |  | 481,477 | 596,027 | - | -
Other creditors |  | 517,362 | 324,860 | - | -
Accruals |  | 461,922 | 389,885 | - | -
Corporation tax | 11 | 33,766 | 280,000 | - | -
|  | 12,315,869 | 11,762,542 | - | -
Due after one year |  |  |  |  |
Loans and borrowings | 20 | 10,275,593 | 9,676,098 | - | -

As per Note 2 to the financial statements, the directors have identified thtat loan notes included within other borrowings of £1,446,854 were previously presented within non-current liabilities when they should have been classified as a current liability under FRS 102, as the repayment was due less than 12 months after the reporting date. This adjustment to the comparative figures has no impact on profit or net assets for the period.

20 | Loans and borrowings

Non-current loans and borrowings

| Group | Company
| 29 June 2025 £ | (As restated) 30 June 2024 £ | 29 June 2025 £ | 30 June 2024 £
Bank borrowings | 357,500 | 610,834 | - | -
Other borrowings | 9,918,093 | 9,065,264 | - | -
| 10,275,593 | 9,676,098 | - | -

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Current loans and borrowings

| Group | Company
| 29 June 2025 £ | (As restated) 30 June 2024 £ | 29 June 2025 £ | 30 June 2024 £
Bank borrowings | 253,334 | 483,268 | - | -
Other borrowings | 10,007,427 | 9,154,596 | - | -
| 10,260,761 | 9,637,864 | - | -

Group

Bank borrowings

The CBILs loan is denominated in sterling with a nominal interest rate of base rate plus 3.8%, and the final instalment is due on 19 August 2026. The carrying amount at period end is £Nil (2024 - £166,174). The CBILs loan was secured by a fixed and floating charge over the assets of certain of the subsidiaries of the group and was repaid in full during the period.
The remaining CBILs loans is denominated in sterling with a nominal interest rate of base rate plus 4.42%, and the final instalment is due on 1 May 2026. The carrying amount at period end is £123,334 (2024 - £233,334). The remaining CBILs loans are secured by a fixed and floating charge over the assets of certain of the subsidiaries of the group.
The recovery loan is denominated in sterling with a nominal interest rate of base rate plus 3.75%, and the final instalment is due on 12 September 2028. The carrying amount at period end is £487,500 (2024 - £637,500). The recovery loan is secured by a debenture against the assets of the subsidiary in which the loan sits, and a guarantee from its immediate parent company within the group.
The bank term loan is denominated in sterling with a nominal interest rate of base rate plus 4.5%, and the final instalment is due on 10 April 2025. The carrying amount at period end is £Nil (2024 - £57,094). The bank term loan was secured by a fixed and floating charge over the assets of certain of the subsidiaries of the group and was fully repaid during the period.

Other borrowings

The loan notes are denominated in sterling with a nominal interest rate of 10%, and the final instalment is due on 2 February 2026. The carrying amount at year end is £19,925,520 (2024 - £18,219,860).

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

The loan notes are secured by a charge over capital in High Road Restaurants Group Bidco Limited made between the parent, High Road Restaurants Group Holdco Limited and certain of the loan note holders.
The loan notes are repayable in equal instalments on 2 February 2025 and 2 February 2026 due to a one year extension executed on 11 October 2023.
The loan notes are presented in accordance with the requirements of FRS 102 for non-market-rate loans. They are measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument. The movement on the loans each year is the unwinding of this discount. From 25 February 2022 certain of the loan notes were no longer having their interest waived and therefore an adjustment was made to the loans and capital contribution reserve of £2,675,524 due to the change in loan note terms. At the end of the period, the undiscounted loan note liability, including interest, was £20,115,500 (2024 - £18,409,841).
On 4 February 2026 the loan note instruments were amended so that 50% of the balance becomes payable on 2 February 2027 and 50% on 2 February 2028.

21 | Obligations under leases and hire purchase contracts

Group

Operating leases

The total of future minimum lease payments is as follows:

| 29 June 2025 £ | 30 June 2024 £
Not later than one year | 533,844 | 742,917
Later than one year and not later than five years | 1,854,049 | 3,044,049
Later than five years | 1,583,099 | 3,055,923
| 3,970,992 | 6,842,889

The amount of non-cancellable operating lease payments recognised as an expense during the period was £437,000 (2024 - £849,657).

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

22 | Provisions for liabilities

Group

| Other provisions £ | Total £
At 1 July 2024 | 170,574 | 170,574
Decrease in existing provisions | (48,775) | (48,775)
At 29 June 2025 | 121,799 | 121,799

Other provisions relate to onerous property lease contracts and the present value of future expenditure the company is commited to in respect of these leases at the balance sheet date.

23 | Pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £74,535 (2024 - £92,775). Contributions totalling £32,052 (2024 - £25,718) were payable to the scheme at the end of the period and are included in creditors.

24 | Share capital

Allotted, called up and fully paid shares

| 29 June 2025 | 30 June 2024
| No. | £ | No. | £
Ordinary of £0.01 each | 120,000 | 1,200 | 120,000 | 1,200

Rights, preferences and restrictions

Ordinary shares have the following rights, preferences and restrictions: Each share has the right to vote and to dividends, unless not fully paid up.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

25 | Related party transactions

Group

Key management compensation

| 29 June 2025 £ | 30 June 2024 £
Salaries and other short term employee benefits | 434,756 | 467,682

Summary of transactions with subsidiaries

Buenos Aires Restaurant Limited - 48% indirectly owned subsidiary
During the period the company was charged £120,000 (2024 - £50,000) of management fees by it ultimate controlling party. The balance due by the company to its ultimate controlling party at the year end was £10,000 (2024 - £5,000).
During the period the company recharged payroll and expenditure costs of £319,356 (2024 - £319,540) to an intermediate parent company. The balance due from the intermediate parent company at the period end was £nil (2024 - £1,725,001).
During the period the company paid expenses on behalf of its immediate parent company of £59,778 (2024 - £74,707) and was charged £nil (2024 - £2,329) for group loss relief claimed from its immediate parent company. The company was repaid £nil (2024 - £2,500) by its immediate parent company. The balance due from the immediate parent company at the period end was £nil (2024 - £1,527,963).
During the period the company was recharged £110,665 (2024 - £36,335) by a fellow subsidiary and provided cash of £59,506 (2024 - £142,640) to the same subsidiary. The balance due from the fellow subsidiary at the period end was £nil (2024 - due from - £51,159).
During the period the company incurred rent and serice charges of £341,169 (2024 - £196,721) recharged by its subsidiary company. The balance due to the subsidiary at the period end was £131,218 (2024 - £nil).
During the period the company declared dividends up to its immediate parent company totalling £3,631,643, £2,044,358 was satisfied via a dividend in specie of a recoverable debtor and £1,587,285 was settled by clearance of intercompany balances.
Buenos Aires Restaurant Holdings Limited - 48% indirectly owned subsidiary
During the period the company received dividends from its subsidiary of £3,631,643, £2,044,358 was satisfied via a dividend in specie of a recoverable debtor and £1,587,285 was settled via clearance of the intercompany debtor. The balance due form the subsidiary at the period end was £nil (2024 - £1,527,963).

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Buenasado (Reading) Limited - 48% indirecty owned subsidiary
During the period the company recharged rent and service charges to its immediate parent company of £341,169 (2024 - £196,721). The balance due to the company at the period end was £131,218 (2024 - £nil).
High Road Restaurants Group Bidco Limited - 100% directly owned subsidiary
During the period a subsidiary company recharged payroll and expenditure costs of £319,356 (2024 - £319,540) to the company. The balance due to the subsidiary company at the period end was £nil (2024 - £1,725,001).
During the period a subsidiary company repaid £38,485 (2024 - £92,667) at which point the subsidiary company exited the group. The balance due from the company at the period end was £nill (2024 - £194,332) having provided £28,076 against the outstanding balance.
The creditor balance of £2,044,358 due from the company to a fellow group company was passed via dividend in specie to the company's subsidiary. The net creditor balance due by the company to its subsidiary of £1,415,358 (2024 - 629,000) was settled by way of a dividend for that amount before the period end.

High Road Restaurants Group Holdco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

26 | Reserves

Group

Share premium reserve

The share premium reserve represents amounts in excess of the nominal value of shares, received upon issue.

Capital redemption reserve

The capital redemption reserve represents the non distributable amounts following a share repurchase.

Capital contribution reserve

The capital contribution reserve represents the discount recognised on inception of below market rate loan notes, less amounts transferred out annually to the profit and loss account as the discount unwinds and other adjustments.

Profit and loss account

The profit and loss account represents cumulative profit or losses net of dividends paid and other adjustments.

27 | Parent and ultimate parent undertaking

The ultimate parent entity and controlling party is Alcuin GP IV LLP, incorporated in England & Wales.