High Road Restaurants Group Bidco Limited 10482252 false 2024-07-01 2025-06-29 2025-06-29 The principal activity of the company is that of a holding company Digita Accounts Production Advanced 6.30.9574.0 true true true false true true false false false false false 10482252 2024-07-01 2025-06-29 10482252 2025-06-29 10482252 bus:OrdinaryShareClass1 2025-06-29 10482252 bus:Consolidated 2025-06-29 10482252 core:CapitalContributionReserve 2025-06-29 10482252 core:RetainedEarningsAccumulatedLosses 2025-06-29 10482252 core:ShareCapital 2025-06-29 10482252 core:CurrentFinancialInstruments 2025-06-29 10482252 core:CurrentFinancialInstruments core:WithinOneYear 2025-06-29 10482252 core:Non-currentFinancialInstruments 2025-06-29 10482252 core:Non-currentFinancialInstruments core:AfterOneYear 2025-06-29 10482252 core:CostValuation 2025-06-29 10482252 core:DisposalsDecreaseInInvestments 2025-06-29 10482252 core:DisposalsDecreaseInProvisionsForImpairmentInvestments 2025-06-29 10482252 core:ProvisionsForImpairmentInvestments 2025-06-29 10482252 bus:FRS102 2024-07-01 2025-06-29 10482252 bus:Audited 2024-07-01 2025-06-29 10482252 bus:FullAccounts 2024-07-01 2025-06-29 10482252 bus:RegisteredOffice 2024-07-01 2025-06-29 10482252 bus:Director2 2024-07-01 2025-06-29 10482252 bus:Director3 2024-07-01 2025-06-29 10482252 bus:OrdinaryShareClass1 2024-07-01 2025-06-29 10482252 bus:Consolidated 2024-07-01 2025-06-29 10482252 bus:PrivateLimitedCompanyLtd 2024-07-01 2025-06-29 10482252 bus:Agent1 2024-07-01 2025-06-29 10482252 core:CapitalContributionReserve 2024-07-01 2025-06-29 10482252 core:RetainedEarningsAccumulatedLosses 2024-07-01 2025-06-29 10482252 core:ShareCapital 2024-07-01 2025-06-29 10482252 core:AllSubsidiaries 2024-07-01 2025-06-29 10482252 core:Subsidiary1 2024-07-01 2025-06-29 10482252 core:Subsidiary1 1 2024-07-01 2025-06-29 10482252 core:Subsidiary2 2024-07-01 2025-06-29 10482252 core:Subsidiary2 1 2024-07-01 2025-06-29 10482252 core:Subsidiary3 2024-07-01 2025-06-29 10482252 core:Subsidiary3 1 2024-07-01 2025-06-29 10482252 core:Subsidiary4 2024-07-01 2025-06-29 10482252 core:Subsidiary4 1 2024-07-01 2025-06-29 10482252 core:Subsidiary5 2024-07-01 2025-06-29 10482252 core:Subsidiary5 1 2024-07-01 2025-06-29 10482252 core:UKTax 2024-07-01 2025-06-29 10482252 1 2024-07-01 2025-06-29 10482252 1 2024-07-01 2025-06-29 10482252 countries:AllCountries 2024-07-01 2025-06-29 10482252 countries:EnglandWales 2024-07-01 2025-06-29 10482252 2024-06-30 10482252 core:CapitalContributionReserve 2024-06-30 10482252 core:RetainedEarningsAccumulatedLosses 2024-06-30 10482252 core:ShareCapital 2024-06-30 10482252 core:CostValuation 2024-06-30 10482252 core:ProvisionsForImpairmentInvestments 2024-06-30 10482252 2023-06-26 2024-06-30 10482252 2024-06-30 10482252 bus:OrdinaryShareClass1 2024-06-30 10482252 core:CurrentFinancialInstruments 2024-06-30 10482252 core:CurrentFinancialInstruments core:WithinOneYear 2024-06-30 10482252 core:Non-currentFinancialInstruments 2024-06-30 10482252 core:Non-currentFinancialInstruments core:AfterOneYear 2024-06-30 10482252 core:CapitalContributionReserve 2023-06-26 2024-06-30 10482252 core:RetainedEarningsAccumulatedLosses 2023-06-26 2024-06-30 10482252 core:ShareCapital 2023-06-26 2024-06-30 10482252 core:Subsidiary1 1 2023-06-26 2024-06-30 10482252 core:Subsidiary2 1 2023-06-26 2024-06-30 10482252 core:Subsidiary3 1 2023-06-26 2024-06-30 10482252 core:Subsidiary4 1 2023-06-26 2024-06-30 10482252 core:Subsidiary5 1 2023-06-26 2024-06-30 10482252 core:UKTax 2023-06-26 2024-06-30 10482252 2023-06-25 10482252 core:CapitalContributionReserve 2023-06-25 10482252 core:RetainedEarningsAccumulatedLosses 2023-06-25 10482252 core:ShareCapital 2023-06-25 iso4217:GBP xbrli:pure xbrli:shares

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

Registration number: 10482252

High Road Restaurants Group Bidco Limited

Contents

Company Information | 1
Strategic Report | 2 to 3
Directors' Report | 4
Statement of Directors' Responsibilities | 5
Independent Auditor's Report | 6 to 9
Profit and Loss Account | 10
Balance Sheet | 11
Statement of Changes in Equity | 12
Notes to the Financial Statements | 13 to 25

High Road Restaurants Group Bidco Limited

Company Information

Directors | 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 Bidco Limited

Strategic Report for the 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 company is that of a holding company

Review of the business

Introduction

The directors present their Strategic Report together with the audited Financial Statements for the period ended 29 June 2025. The company held investments, either directly or indirectly, in the following trading companies:

Business Review

Disposal of Koh Thai Limited (formerly High Road Thai Restaurants Limited)
On 29 November 2024, the company 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.
Buenos Aires Restaurant Limited ("BA")
As at 29 June 2024, Buenos Aires operated from 8 restaurants under the brands Buenos Aires and Buenasado. Trade during the period has continued to be strong. Albeit, like all companies in the sector, the company has faced challenges arising from staff shortages and cost increases.
Until the disposal of the Koh Thai subsidiary during November 2024, the company continued to hold these investments funded via loan note debt. During the period, the loan note holders agreed to extend out the commencement of repayment terms of the loan notes from February 2026 to February 2027. At the balance sheet date, the undiscounted capital and rolled up interest due for payment in total was £20,115,500 (2024 - £18,409,841). After the period end, a further extension was actioned taking the commencement of repayment of loan notes to February 2027.

Future Growth
Trading throughout the High Road Restaurant group has been positive. Both steak brands are generating cash and building cash reserves. However, the primary focus of the directors is 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.

High Road Restaurants Group Bidco Limited

Strategic Report for the Period from 1 July 2024 to 29 June 2025

Principal risks and uncertainties

Prior to the sale of the Koh Thai brand in November 2024, the key risks and uncertainties facing the company related to the servicing of loans and balances with related entities and individuals. The directors consider the future potential impact of this specific risk to be significantly reduced.
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.
The key risks and uncertainties at the group level are discussed in the consolidated financial statements of High Road Restaurants Group Holdco Limited.

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 Bidco Limited

Directors' Report for the Period from 1 July 2024 to 29 June 2025

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

Directors of the company

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

G V Lloyd-Jones

G Morrison

Financial instruments

Objectives and policies

The company holds various borrowings, being loan notes, intercompany and bank borrowings, and investments in subsidiaries, all of which are deemed to be basic financial instruments, in order to fund the investment made in subsidiary undertakings and fulfil the company's role as intermediate holding company.

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

The company has both fixed and variable interest rate debt instruments and does not have exposure to foreign exchange transactions. Price risk, credit risk, liquidity risk and cash flow risk are therefore mitigated. The directors of the company monitor the group performance and thus valuation of intra-group balances on an ongoing basis.

Future developments

The company has taken advantage of Section 414C(11) of the Companies Act 2006 and includes details of future developments in the Strategic Report.

Disclosure of information to the auditors

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 auditors are aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditors are 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 Bidco 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 company and of the profit or loss of the company 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 United Kingdom 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 company's transactions and disclose with reasonable accuracy at any time the financial position of 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 company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

High Road Restaurants Group Bidco Limited

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

Opinion

We have audited the financial statements of High Road Restaurants Group Bidco Limited (the 'company') for the period from 1 July 2024 to 29 June 2025, which comprise the Profit and Loss Account, Balance Sheet, Statement of Changes in Equity, 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 company's affairs as at 29 June 2025 and of its 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 company 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 directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the 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.

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.

High Road Restaurants Group Bidco Limited

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

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, or returns adequate for our audit have not been received from branches not visited by us; or
• | the 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 5, 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 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 company or to cease operations, or have no realistic alternative but to do so.

Auditor 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:

High Road Restaurants Group Bidco Limited

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

As part of our audit planning we obtained an understanding of the legal and regulatory framework that is applicable to the company. We gained an understanding of the industry in which the company operates as part of this assessment to identify the key laws and regulations affecting the company. 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 employment legislation, 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 company'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; and
• Reviewing legal and professional costs to identify any possible non-compliance or legal costs in respect of non-compliance.
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:
• 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; and
• Reviewing estimates and judgements made in the accounts for any indication of bias and challenged assumptions used by management in making the 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. 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.

High Road Restaurants Group Bidco Limited

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

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 Bidco Limited

Profit and Loss Account

Period from 1 July 2024 to 29 June 2025

| Note | 29 June 2025 £ | 30 June 2024 £
Turnover |  | - | -
Gross profit/(loss) |  | - | -
Administrative expenses |  | (347,526) | (319,633)
Exceptional items | 4 | - | 1,366,720
Operating (loss)/profit |  | (347,526) | 1,047,087
Income from shares in group undertakings |  | 1,415,358 | -
Interest payable and similar expenses | 7 | (1,878,705) | (1,757,469)
Loss before tax |  | (810,873) | (710,382)
Loss for the financial period |  | (810,873) | (710,382)

High Road Restaurants Group Bidco Limited

Balance Sheet

29 June 2025

| Note | 29 June 2025 £ | (As restated) 30 June 2024 £
Fixed assets |  |  |
Investments | 9 | 2,460,762 | 2,460,762
Current assets |  |  |
Debtors | 10 | - | 823,332
Cash at bank and in hand |  | 140 | 7,000
|  | 140 | 830,332
Creditors: Amounts falling due within one year | 11 | (10,012,302) | (11,050,646)
Net current liabilities |  | (10,012,162) | (10,220,314)
Total assets less current liabilities |  | (7,551,400) | (7,759,552)
Creditors: Amounts falling due after more than one year | 11 | (9,918,093) | (9,065,264)
Net liabilities |  | (17,469,493) | (16,824,816)
Capital and reserves |  |  |
Called up share capital |  | 1 | 1
Capital contribution reserve | 17 | 190,405 | 190,406
Profit and loss account | 17 | (17,659,899) | (17,015,223)
Shareholders' deficit |  | (17,469,493) | (16,824,816)

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

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

Company Registration Number: 10482252

High Road Restaurants Group Bidco Limited

Statement of Changes in Equity

Period from 1 July 2024 to 29 June 2025

| Share capital £ | Capital contribution reserve £ | Profit and loss account £ | Total £
At 1 July 2024 | 1 | 190,406 | (17,015,223) | (16,824,816)
Loss for the period | - | - | (810,873) | (810,873)
Transfers | - | (166,197) | 166,197 | -
Other movements on reserves | - | 166,196 | - | 166,196
At 29 June 2025 | 1 | 190,405 | (17,659,899) | (17,469,493)

| Share capital £ | Capital contribution reserve £ | Profit and loss account £ | Total £
At 26 June 2023 | 1 | 190,406 | (16,469,722) | (16,279,315)
Loss for the period | - | - | (710,382) | (710,382)
Transfers | - | (164,881) | 164,881 | -
Other movements on reserves | - | 164,881 | - | 164,881
At 30 June 2024 | 1 | 190,406 | (17,015,223) | (16,824,816)

High Road Restaurants Group Bidco 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 and 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 have been prepared in accordance with Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006. There are no material departures from FRS 102.

Basis of preparation

These financial statements have been prepared using the historical cost convention except that as disclosed in the accounting policies certain items are shown at fair value.
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 has taken advantage of the following disclosure exemptions in preparing these financial statements, as permitted by Financial Reporting Standard 102 - 'The Financial Reporting Standard applicable in the UK and Republic of Ireland':
- the requirements of Section 7 Statement of Cash Flows;
- the requirements of Seciton 3 Financial Statement Presentation paragraph 3.17(d);
- the requirements of Section 11 Financial Instruments paragraphs 11.42, 11.44 to 11.45, 11.47, 11.48(a)(iii), 11.48(a)(iv), 11.48(b) and 11.48(c);
- the requirements of Section 12 Other Financial Instruments paragraphs 12.26 to 12.27, 12.29(a), 12.29(b) and 12.29A; and
- the requirements of Section 33 Related Party Disclosures paragraph 33.7.

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Group accounts not prepared

The financial statements contain information about High Road Restaurant Bidco Limited as an individual company and do not contain consolidated financial information as the parent of a group.
The Company is exempt by virtue of s400 of the Companies Act 2006 for the requirement to prepare consolidated financial statements as it and its subsidiary undertakings are included by full consolidation in the consolidated financial statements of its parent company. High Road Restaurants
Group Holdco Limited, a company incorporated in England & Wales.

Going concern

The company acts as an intermediate holding company within the wider group. The directors have prepared detailed forecasts and cash flow analysis models for the company’s trading subsidiary to June 2027 to satisfy their review of the going concern assertion. The directors also acknowledge that the company had net current liabilities and net liabilities at the balance sheet date. However, the majority of creditors relate to loan notes due to key group management personnel and the institutional investor, these will not be expected to be repaid unless the company has sufficient funds with which to repay them. Additionally, the trading subsidiary undertaking is in a net asset position and is therefore able to assist the company in meeting its financial obligations as they fall due Therefore, the accounts have been prepared on a going concern basis.

Prior period restatement

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

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Key judgements and sources of estimation uncertainty

In applying the company'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 judgements, 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 owns less than 50% of the share capital of its two subsidiaries. These subsidiaries are operationally controlled by the High Road Restaurants Holdco Group Limited group and therefore continue to be accounted for as subsidiaries of the company.
Estimation is applied by management when determining the valuation of its investments in its subsidiaries and whether there are any indications of impairment. Impairment occurs when the carrying amount of an asset exceeds its recoverable amount. If the recoverable amount is lower than the carrying amount, the difference may be recognised in profit or loss as an impairment loss. This is assessed at each reporting date, if there is any indication of impairment. Investments in subsidiaries in liquidation have been fully impaired as they are no longer under the control of the directors. The carrying amount is £2,460,762 (2024 - £2,460,762).

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).

Recoverability of intercompany debtor balances requires estimation by management as to the recoverability of the debtor and the amount of any provision required against the debt at the year end. The directors have considered recoverability with reference to regular settlement, overall going concern assessment of the group and ongoing interrelationship between entities. The directors consider the balances fully recoverable at the year end. The carrying amount is £Nil (2024 - £823,332).

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the provision of services in the ordinary course of the company’s activities. Turnover is shown net of value added tax.
The company recognises revenue when; the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met.

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.

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.

Investments

Investments in subsidiaries are measured at cost less accumulated impairment.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to profit or loss on a straight-line basis over the period of the lease.
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.

Defined contribution pension obligation

The company incurs costs in respect of a defined contribution pension scheme. 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 Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Financial instruments

Classification
The company holds the following financial instruments:
• Short term trade and other debtors and creditors;
• Intercompany debtors and creditors;
• Bank loans;
• Other borrowings; and
• Cash and bank balances.
All financial instruments are classified as basic.
Recognition and measurement
The company has chosen to apply the recognition and measurement principles in FRS102.
Financial instruments are recognised when the company 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 company’s obligations are discharged, expire or are cancelled.
Except for bank loans and other borrowings, 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.
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 | Other gains and losses

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

| 29 June 2025 £ | 30 June 2024 £
Gain from disposals of investments | 10 | -

4 | Exceptional items

Exceptional items in the prior period consist of £1,366,720 reversal of impairment of investment. There are no exceptional items in the current period.

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

5 | Staff costs

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

| 29 June 2025 £ | 30 June 2024 £
Wages and salaries | 279,373 | 280,717
Social security costs | 37,301 | 36,181
Pension costs, defined contribution scheme | 2,693 | 2,642
| 319,367 | 319,540

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

| 29 June 2025 No. | 30 June 2024 No.
Directors and management | 2 | 2
| 2 | 2

6 | Directors' remuneration

The directors' remuneration for the period was as follows:

| 29 June 2025 £ | 30 June 2024 £
Remuneration | 142,764 | 142,175
Contributions paid to money purchase schemes | 1,347 | 1,321
| 144,111 | 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

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

7 | Interest payable and similar expenses

| 29 June 2025 £ | 30 June 2024 £
Interest on bank overdrafts and borrowings | 6,849 | 19,057
Interest expense on other finance liabilities | 1,871,856 | 1,738,412
| 1,878,705 | 1,757,469

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.

8 | Taxation

The tax on profit before tax for the period is higher than the standard rate of corporation tax in the UK (2025 - 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 | (810,873) | (710,382)
Corporation tax at standard rate | (195,699) | (177,596)
Effect of income exempt from taxation | (353,840) | (341,680)
Effect of expense not deductible in determining taxable loss | 41,549 | 41,220
Deferred tax expense from unrecognised tax loss | 507,990 | 478,056
Total tax charge/(credit) | - | -

Deferred tax

There are £1,550,603 of unused tax credits (2024 - £1,042,614) for which no deferred tax asset is recognised in the balance sheet.

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

9 | Investments

| 29 June 2025 £ | 30 June 2024 £
Investments in subsidiaries | 2,460,762 | 2,460,762

Subsidiaries | £
Cost or valuation
At 1 July 2024 | 12,258,585
Disposals | (5,387,159)
At 29 June 2025 | 6,871,426
Provision
At 1 July 2024 | 9,797,823
Eliminated on disposals | (5,387,159)
At 29 June 2025 | 4,410,664
Carrying amount
At 29 June 2025 | 2,460,762
At 30 June 2024 | 2,460,762

On 29 November 2024, the company sold its 45.45% shareholding in Koh Thai Limited for consideration of £10. The investment with a cost of £5,387,489 had been fully impaired in previous periods.

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

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
Buenos Aires Restaurant Holdings Limited | Nower End Nower Road Dorking RH4 3BX | Ordinary | 48% | 48%
Buenos Aires Restaurant Limited* | Nower End Nower Road Dorking RH4 3BX | Ordinary | 48% | 48%
Koh Thai Limited (formerly High Road Thai Restaurants Limited) | Nower End Nower Road Dorking RH4 3BX | Ordinary | 0% | 45.45%
Buenasado (Reading) Limited* | Nower End Nower Road Dorking RH4 3BX | Ordinary | 48% | 48%
Argentine Steakhouse (Bidco) Limited* | Nower End Nower Road Dorking RH4 3BX | Ordinary | 48% | 48%

* Held indirectly

The company’s proportion of the direct or 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 therefore are accounted for as subsidiaries of the company.

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Subsidiary undertakings
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 (formerly High Road Thai Restaurants Limited) The principal activity of Koh Thai Limited (formerly High Road Thai Restaurants Limited) is the running a chain of restaurants.
Buenasado (Reading) Limited* The principal activity of Buenasado (Reading) Limited* is a property lessee.
Argentine Steakhouse (Bidco) Limited* The principal activity of Argentine Steakhouse (Bidco) Limited* is a dormant company.

10 | Debtors

| 29 June 2025 £ | 30 June 2024 £
Amounts owed by related parties | - | 823,332
| - | 823,332

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

11 | Creditors

| Note | 29 June 2025 £ | (As restated) 30 June 2024 £
Due within one year |  |  |
Loans and borrowings | 12 | 10,007,427 | 9,320,770
Amounts due to group undertakings | 16 | 1 | 1,725,002
Accruals |  | 4,874 | 4,874
|  | 10,012,302 | 11,050,646
Due after one year |  |  |
Loans and borrowings | 12 | 9,918,093 | 9,065,264

12 | Loans and borrowings

Non-current loans and borrowings

| 29 June 2025 £ | (As restated) 30 June 2024 £
Other borrowings | 9,918,093 | 9,065,264

Current loans and borrowings

| 29 June 2025 £ | (As restated) 30 June 2024 £
Bank borrowings | - | 166,174
Other borrowings | 10,007,427 | 9,154,596
| 10,007,427 | 9,320,770

High Road Restaurants Group Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

Bank borrowings

During the year, the CBILs loan has been fully repaid when Koh Thai Limited left the group on 29 November 2024 and the related charge held by the bank has been released.

Other borrowings

The loan notes is denominated in sterling with a nominal interest rate of 10%, and the final instalment is due on 2 February 2027. The carrying amount at year end is £19,925,519 (2024 - £18,219,859).

The loan notes are secured by a charge over capital in the company 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 2026 and 2 February 2027 due to a one year extension executed on 14 November 2024.
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.

13 | Pension scheme

The company contributes to a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the company to the scheme and amounted to £2,693 (2024 - £2,642).

14 | Share capital

Allotted, called up and fully paid shares

| 29 June 2025 | 30 June 2024
| No. | £ | No. | £
Ordinary A of £1 each | 1 | 1 | 1 | 1

Rights, preferences and restrictions

Ordinary A 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 Bidco Limited

Notes to the Financial Statements

Period from 1 July 2024 to 29 June 2025

15 | Non adjusting events after the financial period

On 4 February 2026 the loan note instruments in issue by the company were amended so that 50% of the balance becomes payable on 2 February 2027 and 50% on 2 February 2028. See note 12.

16 | Related party transactions

Summary of transactions with subsidiaries

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 £nil (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.

17 | Reserves

Profit and Loss account

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

Capital contribution reserve

The capital contribution reserve represents the discount on initial inception of other borrowings at a below market rate. The capital contribution reserve is released to the profit and loss account as the discount unwinds over the life of the other borrowings.

18 | Parent and ultimate parent undertaking

The company's immediate and ultimate parent is High Road Restaurants Group Holdco Limited, incorporated in England & Wales.
The ultimate controlling party is Alcuin GP IV LLP.

The parent of the largest and smallest group in which these financial statements are consolidated is High Road Restaurants Group Holdco Limited, incorporated in England & Wales.

The address of High Road Restaurants Group Holdco Limited is:
Nower End, Nower Road, Dorking, England, RH4 3BX