REGISTERED NUMBER: 03104628 (England and Wales)

Group Strategic Report, Report of the Directors and

Consolidated Financial Statements for the Year Ended 31 May 2025

for

Pizza GoGo Ltd

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Income Statement

11

Consolidated Other Comprehensive Income

12

Consolidated Balance Sheet

13

Company Balance Sheet

15

Consolidated Statement of Changes in Equity

17

Company Statement of Changes in Equity

18

Consolidated Cash Flow Statement

19

Notes to the Consolidated Cash Flow Statement

20

Notes to the Consolidated Financial Statements

22

DIRECTORS:

H Aminnia

H Haghighat

SECRETARY:

H Haghighat

REGISTERED OFFICE:

Unit 6 Teakcroft

Fairview Industrial Park

Marsh Way,

Rainham

Essex

RM13 8UH

REGISTERED NUMBER:

03104628 (England and Wales)

SENIOR STATUTORY AUDITOR:

Neal Brand

AUDITORS:

Whitemoor Audit LLP

Fifth Floor 111,

Charterhouse Street

London

EC1M 6AW

The directors present their strategic report of the company and the group for the year ended 31 May 2025.

The company and the group have performed well against a backdrop of challenging business conditions and market uncertainty. The company's directors believe that, with the careful management of the company's and the group's resources, the company and the group will continue to meet its liabilities as they fall due and trade profitably.

Review of business

The principal activities of the company and group during the financial year were those of franchise of Pizza GoGo outlets and the supply of food products.

Our franchise model presents a clear vision centered on quality, a compelling brand, and strong leadership, catering to a loyal customer base. We deliver excellent value through our delicious, unique proprietary-recipe pizzas, competitive pricing, and outstanding service.

Our commitment to excellence extends to the supply of food products, ensuring top-tier quality, competitive pricing, and strong supplier relationships. The model thrives on the rapidly growing takeaway and delivery market, leveraging partnerships with Uber Eats and Just Eat. Additionally, our strong brand awareness enhances profitability and supports successful operations across England and Wales.

The overall financial position of the group is summarised as per below:

Turnover for the year was £41,849,013 (2024 :£40,573,241)

Profit after tax for the year was £2,130,377 ( 2024 :£2,037,004)

Shareholders' fund as at 31 May 2025 was £18,742,253 (2024 : £16,919,009)

The strong cash position of the group is reflected by a cash balance of £6,464,547 at balance sheet date.

The overall financial position of the company is summarised as per below:

Turnover for the year was £40,639,810 (2024 :£39,448,501)

Profit after tax for the year was £2,210,550 (2024 : £2,181,877)

Shareholders' fund as at 31 May 2025 was £18,468,199 (2024 : £16,564,781)

The strong cash position of the company is reflected by a cash balance of £6,358,260 at balance sheet date.

Persistent high inflation during most of the year and high interest rates have continued to eat into our ability to make better margins.

However we are confident that our financial stability, long-standing relationships with suppliers and customers, along with the dedication of our employees and stakeholders, will undoubtedly drive another successful year, even amidst current and emerging challenges

.

KPl's

The primary KPl's followed by the company are Sales and Trading EBITDA, which excludes exceptional items, versus prior year.

The sales for the financial year for the group increased by 3.1 % and for company increased by 3%.

Trading EBITDA, including central costs and excluding exceptional items, was a profit of £3,354,487 for the group for the year (2024 : £3,551,898). The trading EBITDA for the company was £3,401,775 for the year (2024:

£3,346,226).

The Directors, while evaluating expansion strategies during the year, have consistently considered the potential impact on the group's employees, suppliers, customer relationships and the environment. Every decision has been made with the objective of fostering a positive influence on stakeholders and maintaining the group's strong industry reputation.

We have assessed the Group's carbon emissions across Scope 1, 2, and 3 and have begun formulating a strategy to minimize our environmental impact.

Potential sources of carbon emissions include: Electricity consumption in the offices of Pizza Gogo Ltd and 999 Pizza Toppings (Birmingham) Limited , as well as mileage consumption associated with business operations for both entities.

Carbon emissions are assessed using readings from electricity bills for electricity consumption in the offices of Pizza Gogo Ltd and 999 Pizza Toppings (Birmingham) Limited. Mileage consumption is measured using government conversion factors, which convert recorded mileage into equivalent carbon emissions. The company is committed to reducing its carbon footprint by implementing sustainable practices.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risks faced by the company and the group and its responses thereto are summarised in this analysis. Not all of these factors are within the company's and the group's control. There may be other risks and uncertainties which are unknown to the company and the group or which may not be deemed material now which could turn out to be material in the future. However, the board regularly reviews these risks and their potential impact on the company and the group.

Key risks and the company's and the group's responses to these risks are shown below.

1. Financial Risk Management.

The company's and the group's financial instruments include cash at bank, a loan, and an overdraft facility available for operational needs. The primary function of these financial instruments is to secure adequate funding for business operations and effectively manage working capital.

The key risk associated with these financial instruments is liquidity risk. However, as outlined in the cash flow notes of the annexed financial statements, the company and the group do not currently face liquidity issues. This risk is mitigated through carefully negotiated credit terms with both its customers and suppliers.

2. Foreign Currency and Price Risk

The company and the group are exposed to foreign currency fluctuations due to transactions with international suppliers. To mitigate this risk, appropriate pricing agreements are established to minimize the impact of exchange rate variations.

Additionally, the company faces commodity price volatility affecting its operations across all shops, including franchisees. This exposure primarily relates to fluctuations in ingredient costs. To manage this risk, the company engages in price negotiations with suppliers to secure fixed or reduced costs wherever possible.

3. Competitive pressure risks

The company and the group operate in a highly competitive market where maintaining a strong market position is essential for sustained success. A decline in competitiveness could negatively impact performance, customer retention, and overall growth.

To mitigate this risk, the company and the group actively monitor market trends, assess industry benchmarks, and gather customer feedback to ensure their offerings remain attractive and competitive. Regular reviews of pricing strategies, product quality, customer service, and operational efficiencies help maintain a strong value proposition. By maintaining close relationships with customers and franchisees, the company ensures that its products and services continue to meet evolving consumer expectations, reinforcing its long-term growth and sustainability in the competitive landscape.

Outlook

The company continues to assess its principal risks, particularly in relation to economic conditions, inflation, currency fluctuations, and labour availability. Some key considerations include:

" Economic Conditions & Inflation: The company remains mindful of the rising cost of goods and services, which could impact margins. Inflationary pressures and changes in trade tariffs could lead to increased supplier costs, requiring careful pricing strategies and cost control measures.

" Currency Fluctuations: The reduced purchasing power of the pound sterling may affect import costs, particularly for goods sourced from the EU or other international markets. The company regularly reviews its currency risk exposure and explores strategies to hedge against significant fluctuations.

" Labour Market Uncertainty: Changes in immigration policies post-Brexit have led to a more constrained labour market. The company continuously assesses workforce availability, adapts recruitment strategies, and invests in employee retention programs to mitigate labour shortages.

By closely monitoring these external factors and implementing agile business strategies, the company remains well-positioned to respond to economic and market challenges, ensuring long-term stability and growth.

ON BEHALF OF THE BOARD:

H Aminnia - Director

27 May 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 May 2025.

DIVIDENDS

A dividend of £1,200,000 was declared and paid during the year.

DIRECTORS

The directors shown below have held office during the whole of the period from 1 June 2024 to the date of this report.

H Aminnia

H Haghighat

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

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

The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group and enable 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.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

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

AUDITORS

The auditors, Whitemoor Audit LLP, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

H Aminnia - Director

27 May 2026

Opinion

We have audited the financial statements of Pizza GoGo Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 May 2025 which comprise the Consolidated Income Statement, Consolidated Other Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement and Notes to the Consolidated Cash Flow Statement, Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

-	give a true and fair view of the state of the group's and of the parent company affairs as at 31 May 2025 and of the group's profit for the year then ended;

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

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

Basis for opinion

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

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

Our responsibilities and the responsibilities of the 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 in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors thereon.

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

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

Opinions on other matters prescribed by the Companies Act 2006

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

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

-	the Group Strategic Report and the Report of the Directors have been prepared in accordance with applicable legal requirements.

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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

-	adequate accounting records have not been kept by the parent company, or returns adequate for our audit have not been received from branches not visited by us; or

-	the parent company financial statements are not in agreement with the accounting records and returns; or

-	certain disclosures of directors' remuneration specified by law are not made; or

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page five, 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 necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the group's and the parent company's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so.

Auditors' responsibilities for the audit of the financial statements

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

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

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

•we identified the laws and regulations applicable to the company through discussions with directors and other management, and from our commercial knowledge and experience in the catering industry.

•we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the company, including relevant legislation such as the Companies Act 2006, taxation legislation, data protection, anti-bribery, employment, environmental and health and safety legislation;

•we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and

•identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

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

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

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

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

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

•tested journal entries to identify unusual transactions;

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

•investigated the rationale behind significant or unusual transactions; and

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

•agreeing financial statement disclosures to underlying supporting documentation;

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

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

•reviewing correspondence with HMRC and relevant regulators.

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

Use of our report

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

Neal Brand (Senior Statutory Auditor)

for and on behalf of Whitemoor Audit LLP

Fifth Floor 111,

Charterhouse Street

London

EC1M 6AW

27 May 2026

TURNOVER

41,849,013

40,573,241

Cost of sales

32,292,818

31,554,178

GROSS PROFIT

9,556,195

9,019,063

Distribution costs

925,161

864,201

Administrative expenses

5,939,168

5,865,190

6,864,329

6,729,391

OPERATING PROFIT

4

2,691,866

2,289,672

Sale of fixed asset

5

378,294

649,849

3,070,160

2,939,521

Interest receivable and similar income

4,846

8,353

3,075,006

2,947,874

Interest payable and similar expenses

6

229,771

229,709

PROFIT BEFORE TAXATION

2,845,235

2,718,165

Tax on profit

7

714,858

681,161

PROFIT FOR THE FINANCIAL YEAR

2,130,377

2,037,004

Profit attributable to:

Owners of the parent

2,140,767

2,051,491

Non-controlling interests

(10,390

)

(14,487

)

2,130,377

2,037,004

PROFIT FOR THE YEAR

2,130,377

2,037,004

OTHER COMPREHENSIVE INCOME

Dividend

(1,200,000

)

(1,600,000

)

Revaluation Reserve

892,868

562,500

Income tax relating to components of other comprehensive income

-

-

OTHER COMPREHENSIVE INCOME FOR THE YEAR, NET OF INCOME TAX

(307,132

)

(1,037,500

)

TOTAL COMPREHENSIVE INCOME FOR THE YEAR

1,823,245

999,504

Total comprehensive income attributable to:

Owners of the parent

1,833,625

1,013,981

Non-controlling interests

(10,380

)

(14,477

)

1,823,245

999,504

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

18,410,911

16,987,323

Investments

11

-

-

18,410,911

16,987,323

CURRENT ASSETS

Stocks

12

2,434,520

3,152,591

Debtors

13

1,584,479

2,897,518

Cash at bank and in hand

6,464,547

3,531,374

10,483,546

9,581,483

CREDITORS

Amounts falling due within one year

14

5,836,666

5,411,897

NET CURRENT ASSETS

4,646,880

4,169,586

TOTAL ASSETS LESS CURRENT LIABILITIES

23,057,791

21,156,909

CREDITORS

Amounts falling due after more than one year

15

(2,829,253

)

(2,998,846

)

PROVISIONS FOR LIABILITIES

18

(1,486,285

)

(1,239,054

)

NET ASSETS

18,742,253

16,919,009

CAPITAL AND RESERVES

Called up share capital

19

1,600

1,600

Revaluation reserve

20

3,619,690

2,726,822

Retained earnings

20

15,095,914

14,155,147

SHAREHOLDERS' FUNDS

18,717,204

16,883,569

NON-CONTROLLING INTERESTS

25,049

35,440

TOTAL EQUITY

18,742,253

16,919,009

The financial statements were approved by the Board of Directors and authorised for issue on 27 May 2026 and were signed on its behalf by:

H Aminnia - Director

FIXED ASSETS

Intangible assets

9

-

-

Tangible assets

10

18,193,642

16,731,713

Investments

11

90

90

18,193,732

16,731,803

CURRENT ASSETS

Stocks

12

2,434,520

3,152,591

Debtors

13

1,155,323

2,736,059

Cash at bank

6,358,260

3,350,903

9,948,103

9,239,553

CREDITORS

Amounts falling due within one year

14

5,413,053

5,266,975

NET CURRENT ASSETS

4,535,050

3,972,578

TOTAL ASSETS LESS CURRENT LIABILITIES

22,728,782

20,704,381

CREDITORS

Amounts falling due after more than one year

15

(2,823,101

)

(2,958,582

)

PROVISIONS FOR LIABILITIES

18

(1,437,482

)

(1,181,018

)

NET ASSETS

18,468,199

16,564,781

CAPITAL AND RESERVES

Called up share capital

19

1,600

1,600

Revaluation reserve

20

3,619,690

2,726,822

Retained earnings

20

14,846,909

13,836,359

SHAREHOLDERS' FUNDS

18,468,199

16,564,781

Company's profit for the financial year

2,210,550

2,181,877

The financial statements were approved by the Board of Directors and authorised for issue on 27 May 2026 and were signed on its behalf by:

H Aminnia - Director

Called up

share

Retained

Revaluation

capital

earnings

reserve

£

£

£

Balance at 1 June 2023

1,600

13,703,656

2,164,322

Changes in equity

Total comprehensive income

-

451,491

562,500

Balance at 31 May 2024

1,600

14,155,147

2,726,822

As restated

1,600

14,155,147

2,726,822

Changes in equity

Total comprehensive income

-

940,767

892,868

Balance at 31 May 2025

1,600

15,095,914

3,619,690

Non-controlling

Total

Total

interests

equity

£

£

£

Balance at 1 June 2023

15,869,578

49,917

15,919,495

Changes in equity

Total comprehensive income

1,013,991

(14,477

)

999,514

Balance at 31 May 2024

16,883,569

35,440

16,919,009

Prior year adjustment

-

(1

)

(1

)

As restated

16,883,569

35,439

16,919,008

Changes in equity

Total comprehensive income

1,833,635

(10,380

)

1,823,255

Balance at 31 May 2025

18,717,204

25,059

18,742,263

Called up

share

Retained

Revaluation

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 June 2023

1,600

13,254,482

2,164,322

15,420,404

Changes in equity

Total comprehensive income

-

581,877

562,500

1,144,377

Balance at 31 May 2024

1,600

13,836,359

2,726,822

16,564,781

Changes in equity

Total comprehensive income

-

1,010,550

892,868

1,903,418

Balance at 31 May 2025

1,600

14,846,909

3,619,690

18,468,199

Cash flows from operating activities

Cash generated from operations

1

5,432,104

2,192,828

Interest paid

(216,559

)

(216,470

)

Interest element of finance lease payments paid

(13,212

)

(13,239

)

Tax paid

(742,774

)

(617,181

)

Net cash from operating activities

4,459,559

1,345,938

Cash flows from investing activities

Purchase of tangible fixed assets

(598,716

)

(1,404,792

)

Sale of tangible fixed assets

464,431

809,792

Interest received

4,846

8,353

Net cash from investing activities

(129,439

)

(586,647

)

Cash flows from financing activities

New loans in year

-

3,200,000

Loan repayments in year

(146,158

)

(3,340,976

)

Capital repayments in year

(50,789

)

(223,278

)

Equity dividends paid

(1,200,000

)

(1,600,000

)

Net cash from financing activities

(1,396,947

)

(1,964,254

)

Increase/(decrease) in cash and cash equivalents

2,933,173

(1,204,963

)

Cash and cash equivalents at beginning of year

2

3,531,374

4,736,337

Cash and cash equivalents at end of year

2

6,464,547

3,531,374

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

31.5.25

31.5.24

£

£

Profit before taxation

2,845,235

2,718,165

Depreciation charges

279,481

334,024

Profit on disposal of fixed assets

(378,294

)

(649,849

)

Finance costs

229,771

229,709

Finance income

(4,846

)

(8,353

)

2,971,347

2,623,696

Decrease in stocks

718,071

8,124

Decrease/(increase) in trade and other debtors

1,344,704

(677,542

)

Increase in trade and other creditors

397,982

238,550

Cash generated from operations

5,432,104

2,192,828

2.	CASH AND CASH EQUIVALENTS

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

Year ended 31 May 2025

31.5.25

1.6.24

£

£

Cash and cash equivalents

6,464,547

3,531,374

Year ended 31 May 2024

31.5.24

1.6.23

£

£

Cash and cash equivalents

3,531,374

4,736,337