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Registered number:
FOR THE PERIOD ENDED 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
COMPANY INFORMATION
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BRESAND LEISURE LIMITED
CONTENTS
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BRESAND LEISURE LIMITED
GROUP STRATEGIC REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors of the Company present their strategic report together with the audited consolidated financial statements for the 15 month period ended 31 December 2025. The prior year was for a 12 month period ended 30 September 2024. This means that the current and previous years financial statements are not entirely comparable. The reason for the change in the year end was for improved comparability with other groups operating in similar markets.
D&D London, now renamed ‘The Evolv Collection’ is a pioneering, premium hospitality group, founded by Sir Terrence Conran in 1991. Our portfolio includes iconic restaurants in London, Birmingham, Manchester and New York.
Every brand in the collection has its own heritage, distinctive character, offering and ambience. Through striving for excellence in our people, we are passionate in delivering unique guest experiences to a loyal HNW demographic.
The 15 month period year under review saw continued progress across the portfolio, with the Group delivering growth in turnover when comparing a like-for-like 52 week period driven by investment and repositioning of existing restaurants, the launch of our Bluebird Membership, our loyalty app and the Vinoteca acquisition in the year.
The directors have focused on enhancing brand positioning, maintaining high operational standards, and driving profitability through disciplined cost control and strategic investment. During the year, the company repositioned key sites, including the reopening of two restaurants in Liverpool Street, Chop House and Sartoria, and launching Bluebird in the South Place Hotel restaurant, recognising these three brands as powerhouse brands fit for future growth and reinforcing the Group’s position in the premium dining segment. Despite a challenging macroeconomic environment, including cost inflation and ongoing labour pressures, the business demonstrated resilience, supported by its diversified portfolio and strong customer demand. Financial Performance Turnover for the 15 month period increased to £151,583,000 (2024: £126,357,000). Trading EBITDA after adding back non-recurring costs was a profit of £14,600,000 (2024: £2,553,000). During the 15 month period the group generated £6,200,000 of cash. Trading EBITDA is a non-GAAP measure which is the primary measure used by the directors to assess business performance because it is reflective of the directors areas of focus and the capital structure of the business. It is defined as loss before taxation, adding back interest, depreciation, amortisation and non-recurring costs and excluding the results of closed sites. The directors remain focused on improving margins through operational efficiencies, procurement initiatives, and disciplined cost management.
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BRESAND LEISURE LIMITED
GROUP STRATEGIC REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Since the year end management has continued to assess opportunities to expand its portfolio of restaurants, consider new investment opportunities and review the performance of existing sites. One site, Launceston Place has been closed pending a strategic review of the site.
The Group’s strategy is to continue to develop its core restaurant brands through targeted investment and guest experiences. Following the investment by Breal Capital and Calveton in October 2023 the business has been able to continue this development and is now looking forward to the next phase of growth both in the UK and internationally as it consolidates on the strength of the core brands.
The principal risks and uncertainties arising from both internal and external factors that could impact the Group’s performance and the related mitigating activities to manage that risk are considered below. The Group has risk management processes to identify, monitor and evaluate such issues as they emerge enabling the Board to take appropriate action where possible. The factors listed below should be considered in connection with any forward-looking statements in this report. These forward-looking statements reflect the Board’s current expectations concerning future events and actual results may differ from these expectations.
This report was approved by the board and signed on its behalf.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors present their report and the financial statements for the 15 month period ended 31 December 2025.
The directors are responsible for preparing the Group strategic report, the Directors' report and the consolidated financial statements in accordance with applicable law and regulations.
In preparing these financial statements, the directors are required to:
∙select suitable accounting policies for the Group's financial statements and then apply them consistently;
∙make 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;
∙prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company's transactions and disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
The loss for the period, after taxation, amounted to £6,811,000 (2024 - loss £13,344,000).
The directors did not recommend payment of a dividend in the period. The Company did not receive any dividends from its subsidiaries in the period.
Since the year end management has continued to assess opportunities to expand its portfolio of restaurants, consider new investment opportunities and review the performance of existing sites. One site, Launceston Place has been closed pending a strategic review of the site.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The directors who served during the period were:
The principal risks and uncertainties arising from both internal and external factors that could impact the Group’s performance and the related mitigating activities to manage that risk are considered below. The Group has risk management processes to identify, monitor and evaluate such issues as they emerge enabling the Board to take appropriate action where possible. The factors listed below should be considered in connection with any forward-looking statements in this report. These forward-looking statements reflect the Board’s current expectations concerning future events and actual results may differ from these expectations.
Economic and market risk The Group, like the wider hospitality sector, is subject to risk around inflationary pressures, the continuing impact of train strikes, political uncertainty around Eastern Europe and the Middle East and the subsequent knock-on effects to supply chain costs that these bring. There are specific pressures around utility and labour costs. The Group is committed to maintaining a highly desirable customer experience. The Evolv brand is synonymous with style and exclusivity. Internal processes ensure that the Group is well positioned to react to market pressures while continuing to deliver a high-quality product at competitive prices to its customers. Operational efficiency and cost control The Group faces growing internal and external cost pressures. These pressures are managed with a focus on improving supply chain management, operational efficiency, and rigorous cost control by utilising its size and scale. The Group is constantly looking to implement new initiatives to improve efficiency across the whole business, resulting in lower operating costs without compromising product quality or service levels. This helps support the business’s competitiveness and profitability. Liquidity, financing and treasury Key to the financial success of the business is the availability of sufficient bank facilities to permit the Group to meet its obligations and to enable it to continue to fund its growth through investment in new restaurants and in improving its existing venues. The directors have a reasonable expectation that they will have access to adequate resources to meet its obligations and fund its growth. The Group generated £6,200,000 of cash during the 15 month period and had £11,338,000 of free cash at the year end.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Major operational risk In common with other businesses the Group depends on its process and control framework to mitigate the possibility of a major failure in operations, information technology, finance, human resources or other key business processes capable of having an impact on its performance. These failures may be caused by internal factors such as a major information technology systems failure, a supply chain breakdown or failure to retain key personnel. They could also be driven by external events such as disruptions or other adverse events affecting our relationship with or the performance of major suppliers, financial services providers, designers or concessionaires, terrorism or natural disasters and other major events which impact the Group as well as the communities it serves. The Group is committed to developing and strengthening its coordinated risk management and assurance mechanisms to manage these risks in a manner which it believes ensure an appropriate and effective control framework for its businesses at a local, national and corporate level. Major health and safety and environmental risks The Group takes its responsibilities in the field of health, safety and the environment very seriously and fully recognises the potential human, reputational and financial consequences of these risks. The business has dedicated teams addressing these risks and follows relevant policies and procedures. During the year the group continued to take extensive steps to create safe environments for its customers and employees. This involved investing in both training of employees and the physical set up of sites.
The company has considered its key stakeholders and identified them as the following:
Employees: The company is reliant on its employees to deliver high quality service to its customers. This is a key component of the Evolv brand and its success. The company attracts a diverse workforce from a range of backgrounds and reports to the board on gender/age and nationality splits. The company used Evolv Connect during the year which is an online platform to communicate to employees on both work and personal issues. The company also offers formal induction training and continual training opportunities to ensure employees are able to develop their careers within the Evolv Collection. Suppliers: The company has a large supplier group covering food, beverage and operational costs. The company works closely with its suppliers to ensure continuity of supply and also collaborates on promotional activities to drive sales. Communication is predominately handled through Evolv’s purchasing and marketing teams. Landlords: Our landlords are key stakeholders and a major cost for the business. Strong working relationships are essential for the continued ability to trade and expand the business. Landlord communication is dealt with principally by the CEO. Investors/Shareholders: Our investors are key to the group to provide ongoing financial and strategic support. They are kept informed via a combination of monthly board meetings and through regular reporting. Where necessary the company also communicates through meetings with key investors. Lenders: Our senior external debt providers and investors are key to the group to provide ongoing financial support. They are kept informed through monthly and occasionally more frequent reporting and meetings. Customers: Our customers are of course vital to the company. The most regular customers are communicated to through our club Evolv program. Other customers are communicated to through emails, social media and our website. Customer service and the safety of our customers are paramount and measured through feedback, surveys and regular inspections. Key Decisions and impact on stakeholders: Decision making in the business was around the investment in existing sites and closure of non-profitable sites.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Cost Savings: The gross profit margins of each of the restaurants was reviewed and a supplier standardisation project was undertaken to achieve economies of scale across the group. Significant cost savings were made in the group’s head office in line with the reduction of sites.
Applications for employment by disabled persons are always fully considered, bearing in mind the abilities of the applicant concerned. In the event of members of staff becoming disabled every effort is made to ensure that their employment with the Group continues and that appropriate training is arranged. It is the policy of the Group and the Company that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.
The Group places considerable value on the involvement of its employees and has continued to keep them informed on matters affecting them as employees and on the various factors affecting the performance of the Group and the Company. This is achieved through formal and informal meetings. Employee representatives are consulted regularly on a wide range of matters affecting their current and future interests.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
Methodology
The methodology for calculating emissions footprint uses the Greenhouse Gas Protocol, in particular the: •GHG Protocol Corporate Reporting Standard (ghg-protocol-revised.pdf (ghgprotocol.org)) •GHG Protocol Technical Guidance for reporting scope 3 emissions (Scope 3 Calculation Guidance | Greenhouse Gas Protocol (ghgprotocol.org)) These standards are directly aligned with the international ISO 14000 series covering good practice environmental management and include: •ISO 14001:2015 Environmental Management Systems •ISO 14064: 2018 Greenhouse gases — Part 1: Specification with guidance at the organization level for quantification and reporting of greenhouse gas emissions and removals This is segregated into 3 scopes: Scope 1: These are direct GHG emissions from sources directly owned or Controlled by the group. Scope 1 includes emissions from fossil fuels burned on site, entity-leased vehicles using petrol or diesel and other direct sources of combustion. Scope 2: These are indirect GHG emissions resulting from the off-site generation of electricity, heating and cooling, or steam purchased by the group. Scope 3: These are the indirect GHG emissions from sources not owned or directly controlled by the group but related to essential activities including all goods and services bought, employee commuting, all business travel, contracted solid waste disposal and contracted wastewater treatment.
Energy Effiency Action
The Group has successfully started to streamline the supply chain, making it more efficient, sustainable, and environmentally friendly. As part of its commitment to corporate social responsibility and reducing carbon footprint, the Group has taken significant steps to optimize processes by consolidating suppliers and prioritizing those who share values of sustainability and ethical business practices. The Group targets reducing its environmental impact. This approach not only strengthens its relationships with partners but also leads to a more resilient and transparent supply chain. The Board continues to target net zero by 2030 for Scope 1 and Scope 2. For Scope 3 we continue to work with suppliers to determine a timeframe. The Group has taken several steps in the year to improve energy efficiency: • Proactively monitoring data on a weekly basis; • Procuring and upgrading equipment with improved energy efficiency ratings; and • Continues to upgrade halogen lights with new energy efficient LED lights. In addition to these measures, the Group is continuously working towards reducing waste and improving resource efficiency in its operations. By doing so, it contributes to a circular economy, where materials are reused and recycled, minimizing the depletion of natural resources.
Qualifying third party indemnity provisions
The company has made qualifying third-party indemnity provisions for the benefit of its directors which were made during the year and remain in force at the date of this report.
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BRESAND LEISURE LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
The auditors, Sumer Auditco Limited, will be proposed for reappointment in accordance with section 485 of the Companies Act 2006.
This report was approved by the board and signed on its behalf.
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED
We have audited the financial statements of Bresand Leisure Limited (the 'parent Company') and its subsidiaries (the 'Group') for the 15 month period ended 31 December 2025, which comprise the Consolidated statement of comprehensive income, the Consolidated balance sheet, the Company balance sheet, the Consolidated statement of cash flows, the Consolidated statement of changes in equity, the Company statement of changes in equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group's or the parent Company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)
The other information comprises the information included in the Annual Report other than the financial statements and our Auditors' report thereon. The directors are responsible for the other information contained within the Annual Report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
In our opinion, based on the work undertaken in the course of the audit:
∙the information given in the Group strategic report and the Directors' report for the financial 15 month period for which the financial statements are prepared is consistent with the financial statements; and
∙the Group strategic report and the Directors' report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the parent Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group strategic report or the Directors' report.
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an Auditors' report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these Group financial statements.
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below.
In order to identify and assess the risks of material misstatements, including fraud and non-compliance with laws and regulations that could be expected to have a material impact on the financial statements, we have considered: • the results of our enquiries of management and those charged with governance of their assessment of the risks of fraud and irregularities; • the nature of the group, including its management structure and control systems (including the opportunity for management to override such controls); • management’s incentives and opportunities for fraudulent manipulation of the financial statements including the group’s remuneration and bonus policies and performance targets; and • the industry and environment in which it operates. We also considered UK tax and pension legislation and laws and regulations relating to employment and the preparation and presentation of the financial statements such as the Companies Act 2006. Based on this understanding we identified the following matters as being of significance to the entity:
∙laws and regulations considered to have a direct effect on the financial statements including UK financial reporting standards, Company Law, tax and pension legislation and distributable profits legislation;
∙compliance with legislation relating to GDPR, health and safety; food safety; operating licenses, solvency requirements, environmental legislation.
∙management bias in selecting accounting policies and determining estimates;
∙inappropriate journal entries.
We communicated the outcomes of these discussions and enquiries, as well as consideration as to where and how fraud may occur in the entity, to all engagement team members.
Audit procedures undertaken in response to the potential risks relating to irregularities (which include fraud and non-compliance with laws and regulations) comprised:
∙enquiries of management and those charged with governance as to whether the entity complies with such laws and regulations;
∙enquiries with the same concerning any actual or potential litigation or claims;
∙discussion with the same regarding any known or suspected instances of non-compliance with laws and regulation and fraud;
∙inspection of relevant legal correspondence;
∙assessment of matters reported to management and the result of the subsequent investigation;
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BRESAND LEISURE LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF BRESAND LEISURE LIMITED (CONTINUED)
∙obtaining an understanding of the relevant controls during the period;
∙challenging assumptions made by management in their specific accounting policies and estimates;
∙identifying and testing journal entries, in particular any journal entries posted with unusual account combinations or crediting revenue or cash;
∙challenging key assumptions made by management in their assessment of asset valuations;
∙reviewing the financial statements for compliance with the relevant disclosure requirements;
∙performing analytical procedures to identify any unusual or unexpected relationships or unexpected movements in account balances which may be indicative of fraud;
∙reviewing the minutes of Board meetings and correspondence with HMRC;
∙evaluating the underlying business reasons for any unusual transactions.
No instances of material non-compliance were identified. However, the likelihood of detecting irregularities, including fraud, is limited by the inherent difficulty in detecting irregularities, the effectiveness of the entity’s controls, and the nature, timing and extent of the audit procedures performed. Irregularities that result from fraud might be inherently more difficult to detect than irregularities that result from error. As explained above, there is an unavoidable risk that material misstatements may not be detected, even though the audit has been planned and performed in accordance with ISAs (UK).
A further description of our responsibilities for the audit of the financial statements is located on the Financial Reporting Council's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our Auditors' report.
This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an Auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company's members, as a body, for our audit work, for this report, or for the opinions we have formed.
for and on behalf of
Chartered Accountants & Statutory Auditors
14th Floor
33 Cavendish Square
United Kingdom
W1G 0PW
2 May 2026
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BRESAND LEISURE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE PERIOD ENDED 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121
CONSOLIDATED BALANCE SHEET
AS AT 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121
CONSOLIDATED BALANCE SHEET (CONTINUED)
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 47 form part of these financial statements.
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BRESAND LEISURE LIMITED
REGISTERED NUMBER: 14970121
COMPANY BALANCE SHEET
AS AT 31 DECEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 22 to 47 form part of these financial statements.
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BRESAND LEISURE LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE PERIOD ENDED 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE PERIOD ENDED 31 DECEMBER 2025
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BRESAND LEISURE LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS (CONTINUED)
FOR THE PERIOD ENDED 31 DECEMBER 2025
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 21
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
The company is a private company limited by share capital, incorporated in England and Wales. The address of the registered office and principal trading address is 14th Floor 33 Cavendish Square, London, W1G 0PW.
2.Accounting policies
The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.
The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise judgement in applying the Group's accounting policies (see note 3).
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of comprehensive income in these financial statements.
Parent Company disclosure exemptions
In preparing the separate financial statements of the parent Company, advantage has been taken of the following disclosure exemptions available in FRS102:
∙No statement of Cash Flows has been presented for the parent Company;
∙Disclosures in respect of the parent Company's financial instruments have not been presented as equivalent disclosures have been provided in respect of the Group as a whole; and
∙No disclosures have been given for the aggregate remuneration of the key management personnel of the parent Company as their remuneration is included in the totals for the Group as a whole.
The following principal accounting policies have been applied:
The consolidated financial statements present the results of the Company and its own subsidiaries ("the Group") as if they form a single entity. Intercompany transactions and balances between group companies are therefore eliminated in full.
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 statement of comprehensive income from the date on which control is obtained. They are deconsolidated from the date control ceases.
Page 22
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Amendments to FRS 102
The FRC issued Amendments to FRS 102 The Financial Reporting Standard applicable in the UK in March 2024. The amendments focused on updating accounting requirements to reflect changes in International Financial Reporting Standards, particularly with respect to revenue and leases. Whilst the amendments are not applicable in the current year, they will result in significant changes for the accounting period commencing 1 January 2026. The primary change for the Group is in the treatment of leases which are currently classified as operating leases. Right-of-use assets and lease liabilities (net of discounting) will be added to the balance sheet for leases previously classified as operating leases. The impact on the profit and loss account and related disclosures will be to replace rental expense with depreciation on right-of-use assets and include interest payable on unwinding of lease liabilities. The financial impact of adjustments required as a result of the change in FRS 102 has not yet been determined.
The company is party to funding arrangements covering various entities within the Bresand Leisure Limited group (the "Group"). The company has provided a cross-guarantee to this banking group and so is bound by the covenant requirements of the banking group as a whole.
In assessing the going concern basis of preparation of the financial statements for the 15 month period ended 31 December 2025, the directors have taken into consideration detailed cash flow forecasts for the business and the forecast compliance with bank covenants covering a period of at least 12 months from the date these financial statements were authorised for issue. The forecasts indicate that the group has sufficient liquidity to realise its assets and meet its liabilities as they fall due for a period of at least 12 months from the date these financial statements were authorised for issue. The banking covenant (based on minimum liquidity) will be met for that period. The current trading performance of the group provides comfort to the directors in their forecasts. As part of the assessment of the going concern principal, management have considered the risks to the liquidity of the group. In severe but plausible downside scenarios, the group has means available to it to manage its cashflows, such that it has sufficient liquidity to meet its covenants, realise its assets and meet its liabilities as they fall due. In only the most extreme case involving a prolonged reduction in sales, which it does not regard as reasonably likely based on the recent performance of the group, would the group require additional liquidity. Should this need arise the business has the ability within the current facility agreement to provide additional liquidity necessary, such that the covenants remain achieved. Based on discussions the Board have had with shareholders and investors of the group, they are confident any short-term funding required would be made available, however is not currently needed. The directors of the Group have a reasonable expectation that they will have access to adequate resources to continue in operational existence for the foreseeable future. For these reasons, they continue to adopt the going concern basis of accounting in preparing the annual financial statements.
Page 23
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Functional and presentation currency
Transactions and balances
Revenue is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The revenue of the restaurants excludes the staff discretionary service charge which is independently collected and distributed by a Tronc committee. Revenue is recognised when the significant risks and benefits of ownership of the products have transferred to the buyer. This will occur through the provision of restaurant services and sale of goods, and will be upon the completion of a sale to customers. Revenue for the hotel is recognised when earned when rooms are occupied and food and beverages sold.
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Amounts paid and payable as an incentive to sign an operating lease are recognised as a reduction to income over the lease term on a straight-line basis, unless another systematic basis is representative of the time pattern over which the lessor's benefit from the leased asset is diminished. The Company has taken advantage of the optional exemption available on transition to FRS 102 which allows lease incentives on leases entered into before the date of transition to the standard 01 April 2015 to continue to be charged over the period to the first market rent review rather than the term of the lease.
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Lease intangibles
On acquisition, leasehold properties with embedded values in the lease are capitalised as an asset on the balance sheet at cost and amortised on a straight-line basis over the remaining lease periods, even if payments are not made on such a basis. Trademarks Purchased trademarks are classified as an asset at cost on the balance sheet and amortised on a straight-line basis over their useful economic lives, up to a maximum of 10 years.
Page 26
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Brands Brands acquired through business combinations are recognised as intangible assets at fair value at the acquisition date. These are amortised on a straight line basis over their estimated useful lives of 10 years. The carrying value is reviewed for impairment whenever events or changes in circumstances indicate the carrying amount may not be recoverable.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives.
Depreciation is provided on the following basis:
The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.
Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired. Where there is any indication that an asset may be impaired, the carrying value of the asset (or cash-generating unit to which the asset has been allocated) is tested for impairment. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (CGUs). Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
Page 27
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
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.
The Group has elected to apply the provisions of Section 11 “Basic Financial Instruments” of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the Group's Balance sheet when the Group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset, with the net amounts presented in the financial statements, when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Basic financial assets
Basic financial assets, which include trade and other debtors, cash and bank balances, are initially measured at their transaction price (adjusted for transaction costs except in the initial measurement of financial assets that are subsequently measured at fair value through profit and loss) and are subsequently carried at their amortised cost using the effective interest method, less any provision for impairment, unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest.
Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other debtors due with the operating cycle fall into this category of financial instruments.
Impairment of financial assets
Financial assets are assessed for indicators of impairment at each reporting date.
Financial assets are impaired when events, subsequent to their initial recognition, indicate the estimated future cash flows derived from the financial asset(s) have been adversely impacted. The impairment loss will be the difference between the current carrying amount and the present value of the future cash flows at the asset(s) original effective interest rate.
If there is a favourable change in relation to the events surrounding the impairment loss then the impairment can be reviewed for possible reversal. The reversal will not cause the current carrying amount to exceed the original carrying amount had the impairment not been recognised. The impairment reversal is recognised in the profit or loss.
Financial liabilities
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Group after the deduction of all its liabilities.
Basic financial liabilities, which include trade and other creditors, bank loans, other loans and loans due to fellow group companies are initially measured at their transaction price (adjusting for transaction costs except in the initial measurement of financial liabilities that are subsequently measured at fair value through profit and loss). When this constitutes a financing transaction, whereby the debt instrument is measured at the present value of the future payments discounted at a market rate of interest, discounting is omitted where the effect of discounting is immaterial.
Page 29
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
2.Accounting policies (continued)
Debt instruments are subsequently carried at their amortised cost using the effective interest rate method.
Trade creditors are obligations to pay for goods and services that have been acquired in the ordinary course of business from suppliers. Trade creditors are classified as current liabilities if the payment is due within one year. If not, they represent non-current liabilities. Trade creditors are initially recognised at their transaction price and subsequently are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial.
Derecognition of financial instruments
Derecognition of financial assets
Financial assets are derecognised when their contractual right to future cash flow expire, or are settled, or when the Group transfers the asset and substantially all the risks and rewards of ownership to another party. If significant risks and rewards of ownership are retained after the transfer to another party, then the Group will continue to recognise the value of the portion of the risks and rewards retained.
Derecognition of financial liabilities
Financial liabilities are derecognised when the Group's contractual obligations expire or are discharged or cancelled.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods. Key source of estimation uncertainty Impairment of fixed assets and intangible assets: Determining whether fixed assets and intangible assets are impaired requires an estimation of the value in use of the cash-generating units to which fixed assets and intangible assets have been allocated. The value in use calculation requires the entity to estimate the future cash flows expected to arise from the cash-generating unit and, and a suitable discount rate in order to calculate present value. The carrying amount of the fixed assets at the balance sheet date was £29,788,000. The carrying amount of intangible assets at the balance sheet date was £34,077,000. During the year impairment of fixed assets and intangible assets totaled £113,000. In concluding on the value of impairment, the directors considered downside risk to their own models.
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
3.Judgements in applying accounting policies (continued)
The impairment review has been calculated based on information known at the balance sheet date updated only for facts known post year end which were in place at the balance sheet date. It does not adjust for post balance sheet information which could not reasonably be known at the balance sheet date. Useful economic lives of assets and depreciation charges: Tangible fixed assets are depreciated over their useful lives taking into account residual values, where appropriate. The actual lives of the assets and residual values are assessed annually and may vary depending on a number of factors. In re- assessing asset lives, factors such as the level of maintenance expenditures required to obtain the expected cashflow from the asset, contractual provisions that may limit the useful life, the entity’s own experience in renewing or extending similar arrangements, regardless of whether those arrangements have explicit renewal or extension provisions, the effects of obsolescence, technological innovation, demand, competition and other economic factors are examined. Residual value assessments consider issues such as future market conditions, the remaining life of the asset and projected disposal values.
Analysis of turnover by country of destination:
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 32
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 33
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 34
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
11.Taxation (continued)
No deferred tax is recognised on unremitted earnings of overseas subsidiaries and joint ventures. As the earnings are continually reinvested by Group, no tax is expected to be payable on them in the foreseeable future.
There are unprovided deferred tax assets on UK taxable losses of around £13,000,000 (2024: £10,500,000). The amount has not been recognised as the directors do not believe there is sufficient certainty that the asset will be recovered.
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 36
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 37
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 38
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Subsidiary undertakings (continued)
Page 39
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 40
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Secured creditors are secured by way of debenture over assets of the Group. The borrowings related to the bank loan are secured by fixed charges over any property, plant and equipment, bank funds and any potential insurance proceeds in the case of business interruption. Floating charges are held over all present and future assets of the Group not otherwise subject to fixed charges, including stock, receivables and other current assets.
Other creditors relate to landlord capital contributions which are being amortised over the life of the lease.
Page 41
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
Page 42
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
All classes of shares rank pari passu in all respects. Specifically on voting rights, dividends and capital distribution. There are no special rights or restrictions attached to any class of shares.
Profit and loss account
Page 43
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
100% of the voting equity instruments of Vinoteca Q Limited and its subsidiaries were acquired by Bresand Leisure Limited via its subsidiary, CGL Restaurant Holdings Limited on 26 October 2025.
Page 44
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
24.Business combinations (continued)
The company, together with its fellow subsidiaries, entered into an intercompany guarantee agreement for a term of 5 years, in respect of bank loans (see note 20). As at the balance sheet date, the net amount due under these facilities was £51,691,000 (2024: £49,178,000).
The company does not operate its own pension scheme. The company makes contributions to certain senior employees' personal pension schemes, which are charged to the profit and loss account as they fall due. The Group operates a defined contribution scheme. The assets of the plan attributable to individuals participating in the plan are independently administered and managed by The People's Pension. The amounts charged against profit represent the contributions payable to the scheme in respect of the accounting period.
Since the year end management has continued to assess opportunities to expand its portfolio of restaurants, consider new investment opportunities and review the performance of existing sites. One site, Launceston Place has been closed pending a strategic review of the site.
Page 45
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
As at 31 December 2025, the Company has issued the following secured loan notes:
As at 31 December 2025, the Company has issued the following secured loan notes:
Key Terms (Applicable to All Series):
∙Repayment: All notes are repayable on the earlier of 17 October 2028 or an Exit event as defined in the Investment Agreement.
∙Redemption Premium: A premium equal to 100% of the principal amount is payable upon redemption.
∙Security: The notes are secured by a debenture over the assets of the Company and its subsidiaries.
∙Default Interest: In the event of default, interest accrues at 6% per annum on unpaid amounts.
∙Currency Option: Noteholders may elect to receive repayment in US dollars, subject to exchange rate protections.
∙Transfer Restrictions: Transfers require Principal Investors Approval and adherence to intercreditor agreements.
Series C Specifics:
∙Interest: Accrues at 8% per annum and is satisfied through the issuance of Payment-in-Kind (PIK) Notes.
∙PIK Notes: Issued quarterly and on redemption, and rank pari passu with the original Series C Notes
Classification:
As the loan notes have a contractual maturity date of 17 October 2028 and no Exit event is expected in the next 12 months, they are classified as non-current liabilities.
Page 46
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BRESAND LEISURE LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE PERIOD ENDED 31 DECEMBER 2025
There is no single controlling party.
Page 47
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