Caseware UK (AP4) 2024.0.164 2024.0.164 2025-09-302026-05-012026-05-052025-09-302025-09-302026-05-01falsefalse2024-10-01No description of principal activity00falsefalse 11935042 2024-10-01 2025-09-30 11935042 2023-10-01 2024-09-30 11935042 2025-09-30 11935042 2024-09-30 11935042 2023-10-01 11935042 c:Director1 2024-10-01 2025-09-30 11935042 c:Director2 2024-10-01 2025-09-30 11935042 c:RegisteredOffice 2024-10-01 2025-09-30 11935042 d:Buildings 2024-10-01 2025-09-30 11935042 d:Buildings d:ShortLeaseholdAssets 2024-10-01 2025-09-30 11935042 d:PlantMachinery 2024-10-01 2025-09-30 11935042 d:FurnitureFittings 2024-10-01 2025-09-30 11935042 d:Goodwill 2024-10-01 2025-09-30 11935042 d:CurrentFinancialInstruments 2025-09-30 11935042 d:CurrentFinancialInstruments 2024-09-30 11935042 d:Non-currentFinancialInstruments 2025-09-30 11935042 d:Non-currentFinancialInstruments 2024-09-30 11935042 d:CurrentFinancialInstruments d:WithinOneYear 2025-09-30 11935042 d:CurrentFinancialInstruments d:WithinOneYear 2024-09-30 11935042 d:ShareCapital 2025-09-30 11935042 d:ShareCapital 2024-09-30 11935042 d:ShareCapital 2023-10-01 11935042 d:SharePremium 2024-10-01 2025-09-30 11935042 d:SharePremium 2025-09-30 11935042 d:SharePremium 2024-09-30 11935042 d:SharePremium 2023-10-01 11935042 d:OtherMiscellaneousReserve 2024-10-01 2025-09-30 11935042 d:RetainedEarningsAccumulatedLosses 2024-10-01 2025-09-30 11935042 d:RetainedEarningsAccumulatedLosses 2025-09-30 11935042 d:RetainedEarningsAccumulatedLosses 2023-10-01 2024-09-30 11935042 d:RetainedEarningsAccumulatedLosses 2024-09-30 11935042 d:RetainedEarningsAccumulatedLosses 2023-10-01 11935042 c:OrdinaryShareClass1 2024-10-01 2025-09-30 11935042 c:OrdinaryShareClass1 2025-09-30 11935042 c:OrdinaryShareClass1 2024-09-30 11935042 c:OrdinaryShareClass2 2024-10-01 2025-09-30 11935042 c:OrdinaryShareClass2 2025-09-30 11935042 c:OrdinaryShareClass2 2024-09-30 11935042 c:OrdinaryShareClass3 2024-10-01 2025-09-30 11935042 c:OrdinaryShareClass3 2025-09-30 11935042 c:OrdinaryShareClass3 2024-09-30 11935042 c:FRS102 2024-10-01 2025-09-30 11935042 c:Audited 2024-10-01 2025-09-30 11935042 c:FullAccounts 2024-10-01 2025-09-30 11935042 c:PrivateLimitedCompanyLtd 2024-10-01 2025-09-30 11935042 d:Subsidiary1 2024-10-01 2025-09-30 11935042 d:Subsidiary1 1 2024-10-01 2025-09-30 11935042 d:Subsidiary6 2024-10-01 2025-09-30 11935042 d:Subsidiary6 1 2024-10-01 2025-09-30 11935042 d:Subsidiary7 2024-10-01 2025-09-30 11935042 d:Subsidiary7 1 2024-10-01 2025-09-30 11935042 c:Consolidated 2025-09-30 11935042 c:ConsolidatedGroupCompanyAccounts 2024-10-01 2025-09-30 11935042 6 2024-10-01 2025-09-30 11935042 e:PoundSterling 2024-10-01 2025-09-30 xbrli:shares iso4217:GBP xbrli:pure

Registered number: 11935042










RAREBREED HOLDINGS LIMITED










ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2025

 
RAREBREED HOLDINGS LIMITED
 
 
COMPANY INFORMATION


Directors
D Brownlow 
B Rawson 




Registered number
11935042



Registered office
Level 12 Thames Tower
Station Road

Reading

United Kingdom

RG1 1LX




Independent auditors
HaysMac LLP

10 Queen Street Place

London

EC4R 1AG





 
RAREBREED HOLDINGS LIMITED
 

CONTENTS



Page
Group Strategic Report
 
1 - 2
Directors' Report
 
3 - 4
Independent Auditors' Report
 
5 - 8
Consolidated Statement of Comprehensive Income
 
9
Consolidated Statement of Financial Position
 
10
Company Statement of Financial Position
 
11
Consolidated Statement of Changes in Equity
 
12
Company Statement of Changes in Equity
 
13
Consolidated Statement of Cash Flows
 
14
Consolidated Analysis of Net Debt
 
15
Notes to the Financial Statements
 
16 - 31


 
RAREBREED HOLDINGS LIMITED
 
 
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025

Introduction
 
The directors present their Strategic Report and financial statements for the year ended 30 September 2025.

Business review
 
During the financial year ended 30 September 2025, the Group delivered an improved trading performance despite ongoing cost pressures and sector-wide labour market challenges. Revenue from continuing operations increased year on year to £3,796,954 (2024: £3,560,093), representing a growth of £236,861 (2024: £232,898). Gross margin remained stable at 70% in both 2025 and 2024, reflecting the resilience of the operating model and the continued strength of the Group’s offering.
A significant contributor to this improvement was the successful redesign of the menu, which introduced new and lighter options at more accessible price points. This supported customer volume and spend despite a challenging consumer environment. In parallel, management placed a strong emphasis on operational efficiency, including enhanced stock management disciplines, strengthened procurement processes, and more effective rota planning. These measures contributed to improved gross profitability and better control over direct operating costs.
Administrative expenses increased to £2,718,124 in 2025 (2024: £2,486,624), driven partly by a number of non-recurring items. These included costs associated with senior leadership changes, increases in salaries and business rates following the Chancellor’s 2024 mini-budget, and higher utility costs arising from prevailing energy market conditions. The Group also incurred expenditure relating to organisational restructuring and efficiency-driven initiatives, the benefits of which are expected to be realised in future periods. As a result of these one-off costs, EBITDA declined to £(96,869) in 2025 (2024: £210,890).
Despite these pressures, underlying profitability remained robust, and excluding exceptional items the Group would have reported a positive EBITDA for the financial year of £47,273.
During the year, the Group disposed of Corn Stores, a site that had ceased operations in December 2023. The disposal related to assets with a net book value of £1.12 million and resulted in a loss on sale of £91,593.

Principal risks and uncertainties
 
The Group faces a number of risks typical of its sector, together with specific uncertainties influenced by the broader geopolitical and macroeconomic environment:
Market and economic conditions
Consumer confidence remains sensitive to inflation, interest rates, and wider economic uncertainty. While inflation has moderated from 2023 peaks, food and beverage cost volatility continues to pose a material risk to margins.
Geopolitical and supply chain disruption
Ongoing geopolitical tensions including instability in Eastern Europe and the Middle East, global shipping disruptions, and fluctuations in commodity markets continue to affect supply chain reliability and pricing. These pressures may result in increased input costs or temporary shortages of key products.
Regulatory and policy change
The hospitality sector remains exposed to regulatory developments. Potential changes to employment law, business rates reform, and food safety regulations may increase compliance costs. The impact of the UK Government’s most recent fiscal events particularly increases in National Minimum Wage and business rates multipliers have already contributed to a notable rise in the Group’s cost base.

 
Page 1

 
RAREBREED HOLDINGS LIMITED
 

GROUP STRATEGIC REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025

Labour market conditions
Although the labour market has eased relative to the extreme shortages experienced in 2022–23, recruitment and retention of skilled hospitality staff remain challenging. Competition for talent continues to exert upward pressure on wages and training costs, and any renewed tightening in the labour market would intensify these risks.
Competitive landscape
The hospitality market remains intensely competitive, with continued consolidation enabling larger restaurant groups to leverage economies of scale and operate at lower price points and margins. Competition is further heightened by the expansion of delivery only brands and “dark kitchens,” which benefit from lower overheads, as well as supermarkets increasingly offering premium dine at home alternatives. These developments place pressure on pricing, margins, and customer retention, though the Group seeks to mitigate these risks through differentiation, operational efficiency, and a focus on service quality.
Liquidity and cash flow risk
Cost inflation, wage pressures, and energy market volatility can place strain on short term liquidity. The Group monitors cash flow closely and continues to implement efficiency and cost management initiatives to preserve financial resilience.

Financial key performance indicators
 
The directors review a number of key performance indicators on a regular basis, the principal financial measures are revenue, gross profit margins and EBITDA.
• Turnover for the period was £3.80m (2024: £3.85m);
• Gross profit margin for the period was 68.5% (2024: 69.6%); and
• EBITDA for the period was £(96,869) (2024: £210,890).
While administrative expenses rose due to external cost pressures and exceptional items, the Group remained profitable on an underlying basis once these non recurring costs are removed.

Other key performance indicators
 
The Group utilises an in depth daily then weekly report to assess such factors as customer spend per head, table occupancy, table yield, core offering menu items sales mix, along with offering a feedback survey to every booking to assist with maintaining high customer facing operational standards.
In addition, the directors regularly review the product mix and menu, relationships with suppliers and training and monitoring systems to ensure that the business delivers the best food and service possible.


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



................................................
B Rawson
Director

Date: 1 May 2026

Page 2

 
RAREBREED HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025

The directors present their report and the financial statements for the year ended 30 September 2025.

Directors' responsibilities statement

The directors are responsible for preparing the Group Strategic Report, the Directors' Report and the consolidated financial statements in accordance with applicable law and regulations.
 
Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with applicable law and United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice), including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

 In preparing these financial statements, the directors are required to:


select suitable accounting policies for the Group's financial statements and then apply them consistently;

make 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 Group will continue in business.

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

Results and dividends

The loss for the year, after taxation, amounted to £702,651 (2024: profit £166,381).

Dividends of £nil were declared during the year (2024: £nil).

Directors

The directors who served during the year were:

D Brownlow 
B Rawson 

Page 3

 
RAREBREED HOLDINGS LIMITED
 
 
 
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025

Future developments

Looking ahead, the Group plans to continue strengthening its commercial and operational foundations. Priorities for the next financial period include:

Further refinement of the menu offering, as well as strategic menu engineering to maintain relevance, improve GP and drive customer volume.

Continued focus on procurement efficiency and cost control initiatives to mitigate remaining inflationary pressures.

Improved efficiency practices when it comes to energy usage throughout the Group.

Investment in staff training, development, and retention to address ongoing labour market challenges and enhance service quality, and improved brand development.

Investment in marketing to improve awareness of the brand and encourage repeat business through enhanced events.

Leveraging data driven tools to optimise labour scheduling, reduce waste, and improve stock management.

Exploring selective opportunities for operational expansion where financially appropriate.

The Board believes these initiatives will support sustainable growth, improved profitability, and a more resilient operating model in the coming years.

Disclosure of information to auditors

Each of the persons who are directors at the time when this Directors' Report is approved has confirmed that:
 
so far as the director is aware, there is no relevant audit information of which the Company and the Group's auditors are unaware, and

the director has taken all the steps that ought to have been taken as a director in order to be aware of any relevant audit information and to establish that the Company and the Group's auditors are aware of that information.

Auditors

The auditorsHaysMac LLPwill 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.
 



................................................
B Rawson
Director

Date: 1 May 2026

Page 4

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED
 

Opinion


We have audited the financial statements of Rarebreed Holdings Limited (the 'parent Company') and its subsidiaries (the 'Group') for the year ended 30 September 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Statement of Financial Position, the Company Statement of Financial Position, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity, the Consolidated Statement of Cash Flows, and the related notes, including a summary of significant accounting policiesThe financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).


In our opinion the financial statements:


give a true and fair view of the state of the Group's and of the parent Company's affairs as at 30 September 2025 and of the Group's loss 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 United Kingdom, including the Financial Reporting Council's Ethical Standard and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.


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 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.


Page 5

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED (CONTINUED)


Other information


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 ReportOur opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.


We have nothing to report in this regard.


Opinion on other matters prescribed by the Companies Act 2006
 

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


the information given in the Group Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and
the Group Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.


Matters on which we are required to report by exception
 

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


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


adequate accounting records have not been kept by the parent Company, or returns adequate for our audit have not been received from branches not visited by us; or
the parent Company financial statements are not in agreement with the accounting records and returns; or
certain disclosures of directors' remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.


Page 6

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED (CONTINUED)


Responsibilities of directors
 

As explained more fully in the Directors' Responsibilities Statement set out on page 3, the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.


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


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 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:

Explanation as to what extent the audit was considered capable of detecting irregularities, including fraud
Based on our understanding of the Group and industry, we identified that the principal risks of non-compliance with laws and regulations are with respect to food hygiene standards and minimum wage regulations, and we considered the extent to which non-compliance might have a material effect on the financial statements. We also considered those laws and regulations that have a direct impact on the preparation of the financial statements such as the Companies Act 2006, income tax, payroll tax and sales tax.
We evaluated management’s incentives and opportunities for fraudulent manipulation of the financial statements (including the risk of override of controls), and determined that the principal risks were related to posting inappropriate journal entries to revenue and management bias in accounting estimates. Audit procedures performed by the engagement team included:
 
inspecting correspondence with regulators and tax authorities;
inquires with management including consideration of known or suspected instances of non-compliance with laws and regulations, such as food hygiene and alcohol licensing, and fraud;
evaluating management’s controls designed to prevent and detect irregularities;
identifying and testing journals, in particular journal entries posted with no descriptions, containing keywords or for round sum amounts and journals that significantly impact profit; and
challenging assumptions and judgements made by management in their critical accounting estimates.

 


Page 7

 
RAREBREED HOLDINGS LIMITED
 
 
 
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED (CONTINUED)


Because of the inherent limitations of an audit, there is a risk that we will not detect all irregularities, including those leading to a material misstatement in the financial statements or non-compliance with regulation. This risk increases the more that compliance with a law or regulation is removed from the events and transactions reflected in the financial statements, as we will be less likely to become aware of instances of non-compliance. The risk is also greater regarding irregularities occurring due to fraud rather than error, as fraud involves intentional concealment, forgery, collusion, omission or misrepresentation.


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


Use of our report
 

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006Our 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.



David Lyons (Senior Statutory Auditor)
for and on behalf of
HaysMac LLP
Statutory Auditors
10 Queen Street Place
London
EC4R 1AG

5 May 2026
Page 8

 
RAREBREED HOLDINGS LIMITED
 
 
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025

Continuing operations
Discontinued operations
Total
Continuing operations
Discontinued operations
Total
2025
2025
2025
2024
2024
2024
Note
£
£
£
£
£
£

Turnover
 4 
3,796,954
-
3,796,954
3,560,093
291,612
3,851,705

Cost of sales
  
(1,194,199)
-
(1,194,199)
(1,084,681)
(85,511)
(1,170,192)

Gross profit
  
2,602,755
-
2,602,755
2,475,412
206,101
2,681,513

Administrative expenses
  
(2,718,124)
-
(2,718,124)
(2,253,902)
(232,722)
(2,486,624)

Other operating income
 5 
18,500
-
18,500
16,001
-
16,001

EBITDA
 6 
(96,869)
-
(96,869)
237,511
(26,621)
210,890

Depreciation and amortisation
  
(447,918)
-
(447,918)
(464,611)
(18,700)
(483,311)

Total operating loss
 6 
(544,787)
-
(544,787)
(227,100)
(45,321)
(272,421)

Accrued interest written off
 
-
-
-
441,053
-
441,053

Loss on disposal of tangible fixed assets
  
(91,593)
-
(91,593)
-
-
-

Interest payable and similar expenses
 9 
(66,171)
-
(66,171)
(2,251)
-
(2,251)

(Loss)/profit before taxation
  
(702,551)
-
(702,551)
211,702
(45,321)
166,381

Tax on (loss)/profit
 10 
(100)
-
(100)
-
-
-

(Loss)/profit for the financial year
  
(702,651)
-
(702,651)
211,702
(45,321)
166,381

There was no other comprehensive income for 2025 (2024: £nil).

The notes on pages 16 to 31 form part of these financial statements.

Page 9

 
RAREBREED HOLDINGS LIMITED
REGISTERED NUMBER: 11935042

CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Intangible assets
 11 
1,810,716
2,008,189

Tangible assets
 12 
2,581,003
3,892,348

  
4,391,719
5,900,537

Current assets
  

Stocks
 14 
67,483
65,074

Debtors
 15 
97,840
361,290

Cash at bank and in hand
  
16,123
2,610

  
181,446
428,974

Creditors: amounts falling due within one year
 17 
(6,847,247)
(7,882,179)

Net current liabilities
  
 
 
(6,665,801)
 
 
(7,453,205)

Total assets less current liabilities
  
(2,274,082)
(1,552,668)

Creditors: amounts falling due after more than one year
 18 
(311,649)
(330,412)

Net liabilities
  
(2,585,731)
(1,883,080)


Capital and reserves
  

Called up share capital 
 20 
1,071,480
1,071,480

Share premium account
 21 
205,312
205,312

Other reserves
 21 
(150,085)
(150,085)

Profit and loss account
 21 
(3,712,438)
(3,009,787)

  
(2,585,731)
(1,883,080)


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


................................................
B Rawson
Director

Date: 1 May 2026

The notes on pages 16 to 31 form part of these financial statements.

Page 10

 
RAREBREED HOLDINGS LIMITED
REGISTERED NUMBER: 11935042

COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025

2025
2024
Note
£
£

Fixed assets
  

Investments
 13 
2,673,943
2,673,943

Current assets
  

Debtors
 15 
-
221,904

Creditors: amounts falling due within one year
 17 
(1,420,638)
(1,642,542)

Net current liabilities
  
 
 
(1,420,638)
 
 
(1,420,638)

Net assets
  
1,253,305
1,253,305


Capital and reserves
  

Called up share capital 
 20 
1,071,480
1,071,480

Share premium account
 21 
205,312
205,312

Profit and loss account
 21 
(23,487)
(23,487)

  
1,253,305
1,253,305


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


................................................
B Rawson
Director

Date: 1 May 2026

The notes on pages 16 to 31 form part of these financial statements.

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. There was no movement in profit or loss in the current or prior year.

Page 11

 
RAREBREED HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025


Called up share capital
Share premium account
Other reserves
Profit and loss account
Total equity

£
£
£
£
£


At 1 October 2023
1,071,480
205,312
(150,085)
(3,176,168)
(2,049,461)



Profit for the year
-
-
-
166,381
166,381



At 1 October 2024
1,071,480
205,312
(150,085)
(3,009,787)
(1,883,080)



Loss for the year
-
-
-
(702,651)
(702,651)


At 30 September 2025
1,071,480
205,312
(150,085)
(3,712,438)
(2,585,731)


The notes on pages 16 to 31 form part of these financial statements.

Page 12

 
RAREBREED HOLDINGS LIMITED
 

COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025


Called up share capital
Share premium account
Profit and loss account
Total equity

£
£
£
£


At 1 October 2023
1,071,480
205,312
(23,487)
1,253,305

Profit for the year
-
-
-
-



At 1 October 2024
1,071,480
205,312
(23,487)
1,253,305

Profit for the year
-
-
-
-


At 30 September 2025
1,071,480
205,312
(23,487)
1,253,305


The notes on pages 16 to 31 form part of these financial statements.

Page 13

 
RAREBREED HOLDINGS LIMITED
 

CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2025
2024
£
£

Cash flows from operating activities

(Loss)/profit for the financial year
(702,651)
166,381

Adjustments for:

Amortisation of intangible fixed assets
197,473
197,473

Depreciation of tangible fixed assets
249,444
284,838

Loss on disposal of tangible assets
91,593
-

Interest payable
66,171
2,251

Taxation charge
100
-

(Increase)/decrease in stocks
(2,409)
30,026

Decrease in debtors
41,546
42,693

Decrease in creditors
(851,136)
(297,058)

Accrued interest written off
-
(441,053)

Net cash used in operating activities

(909,869)
(14,449)

Cash flows from investing activities

Purchase of tangible fixed assets
(65,836)
(3,931)

Proceeds from sale of tangible fixed assets
1,036,144
-

Net cash generated from/(used in) investing activities

970,308
(3,931)

Cash flows from financing activities

Repayment of bank loans
(52,013)
(53,669)

Interest paid
(2,094)
(2,251)

Net cash used in financing activities
(54,107)
(55,920)

Net increase/(decrease) in cash and cash equivalents
6,332
(74,300)

Cash and cash equivalents at beginning of year
(88,390)
(14,090)

Cash and cash equivalents at the end of year
(82,058)
(88,390)


Cash and cash equivalents at the end of year comprise:

Cash at bank and in hand
16,123
2,610

Bank overdrafts
(98,181)
(91,000)

(82,058)
(88,390)


Page 14

 
RAREBREED HOLDINGS LIMITED
 

CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2025





At 1 October 2024
Cash flows
Other non-cash changes
At 30 September 2025
£

£

£

£

Cash at bank and in hand

2,610

13,513

-

16,123

Bank overdrafts

(91,000)

(7,181)

-

(98,181)

Debt due after 1 year

(330,412)

10,259

(28,787)

(348,940)

Debt due within 1 year

(5,202,345)

1,041,754

(35,290)

(4,195,881)


(5,621,147)
1,058,345
(64,077)
(4,626,879)

The notes on pages 16 to 31 form part of these financial statements.

Page 15

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

1.


General information

Rarebreed Holdings Limited is a private company, limited by shares, incorporated and registered in England and Wales. The Company's registered number is 11935042 and its registered office address is Level 12 Thames Tower, Station Road, Reading, United Kingdom, RG1 1LX.
The principal activity of the Group is that of a restaurateur and the principal activity of the parent company is that of a holding company.

2.Accounting policies

 
2.1

Basis of preparation of financial statements

The financial statements have been prepared under the historical cost convention unless otherwise specified within these accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable in the UK and the Republic of Ireland and the Companies Act 2006.

The preparation of financial statements in compliance with FRS 102 requires the use of certain critical accounting estimates. It also requires Group management to exercise 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.

The following principal accounting policies have been applied:

  
2.2

Basis of consolidation

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 Statement of Financial Position, 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 16

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.3

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue in operational existence for at least twelve months from the date of approval of these financial statements. The Group is reliant on the continued financial support of a shareholder in order to continue as a going concern.
The Group has received a letter of support from a shareholder to confirm that additional funding will be provided and letters of support from related company lenders to confirm that debts will not be called for repayment, all for a period of at least 12 months from the date of approval of these financial statements. The directors consider, whilst recognising this commitment is not legally binding, that it is the shareholder’s intention to continue to provide financial support to the Group as and when required.
The directors having reviewed the latest financial information and projected forecasts, and on the basis that the Group has the continued financial support for its operations, for which they have no reason to believe will not continue, consider that the Group will continue as a going concern for a period of at least twelve months from the date of signing these financial statements.
Accordingly, the directors continue to adopt the going concern basis of accounting in preparing these financial statements.

 
2.4

Revenue

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Company and the revenue can be reliably measured. Revenue is measured as the fair value of the consideration received or receivable, exclusive of discounts, value added tax and other sales taxes.
Revenue primarily consists of sales of food and beverage, which is recognised at the point of sale as that is when the risks and rewards transfer to the customer.

 
2.5

Operating leases: the Group as lessee

Rentals paid under operating leases are charged to profit or loss on a straight-line basis over the lease term.

 
2.6

Finance costs

Finance costs are charged to profit or loss over the term of the debt using the effective interest method so that the amount charged is at a constant rate on the carrying amount. Issue costs are initially recognised as a reduction in the proceeds of the associated capital instrument.

Page 17

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.7

Pensions

Defined contribution pension plan

The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payment obligations.

The contributions are recognised as an expense in profit or loss when they fall due. Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in independently administered funds.

 
2.8

Taxation

Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income or directly in equity respectively.

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the Company and the Group operate and generate income.


 
2.9

Intangible assets

Goodwill

Goodwill represents the difference between amounts paid on the cost of a business combination and the acquirer’s interest in the fair value of the Group's share of its identifiable assets and liabilities of the acquiree at the date of acquisition. Subsequent to initial recognition, goodwill is measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is amortised on a straight-line basis to the Consolidated Statement of Comprehensive Income over its useful economic life of 15 or 50 years.

 
2.10

Tangible fixed assets

Tangible fixed assets under the cost model are stated at historical cost less accumulated depreciation and any accumulated impairment losses. Historical cost includes expenditure that is directly attributable to bringing the asset to the location and condition necessary for it to be capable of operating in the manner intended by management.

At each reporting date the Group assesses whether there is any indication of impairment. If such indication exists, the recoverable amount of the asset is determined which is the higher of its fair value less costs to sell and its value in use. An impairment loss is recognised where the carrying amount exceeds the recoverable amount.

Page 18

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)


2.10
Tangible fixed assets (continued)

Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.

Depreciation is provided on the following basis:

Freehold property
-
2%
Short-term leasehold property
-
10%
Plant and machinery
-
20%
Fixtures, fittings and equipment
-
20%

The assets' residual values, useful lives and depreciation methods are reviewed, and adjusted prospectively if appropriate, or if there is an indication of a significant change since the last reporting date.

Gains and losses on disposals are determined by comparing the proceeds with the carrying amount and are recognised in profit or loss.

 
2.11

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

 
2.12

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell. Cost is based on the cost of purchase on a first in, first out basis. Work in progress and finished goods include labour and attributable overheads.

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

 
2.13

Debtors

Short-term debtors are measured at transaction price, less any impairment.

 
2.14

Cash

Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours.

In the Consolidated Statement of Cash Flows, cash and cash equivalents are shown net of bank overdrafts that are repayable on demand and form an integral part of the Group's cash management.

 
2.15

Creditors

Short-term creditors are measured at the transaction price. Other financial liabilities, including bank loans, are measured initially at fair value, net of transaction costs, and are measured subsequently at amortised cost using the effective interest method.

Page 19

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

2.Accounting policies (continued)

 
2.16

Financial instruments

Basic financial assets

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

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

The Group only enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, loans from banks and other third parties, loans to related parties and investments in ordinary shares.


3.


Judgements in applying accounting policies and key sources of estimation uncertainty

In applying the Group's accounting policies, the directors are required to make judgements, estimates and assumptions in determining the carrying value of assets and liabilities. The directors' judgements, estimates and assumptions are based on the best and most reliable evidence available at the time when the decisions are made and are based on historical experience and other factors that are considered to be applicable. Due to the inherent sensitivity involved in making 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.
Determining residual values and useful economic lives of tangible fixed assets
The Group holds tangible fixed assets with a net book value of £2,581,003 (2024: £3,892,348), which it depreciates over their estimated useful lives. The depreciation charge for the year is £249,444 (2024: £284,838).
The estimation of the useful lives of assets is based on historical performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual lives of these assets can vary depending on a variety of factors, including technological innovation, product life cycles and maintenance programmes.
Judgement is applied by management when determining the residual values for tangible fixed assets. When determining the residual value, management aim to assess the amount that the Group would currently obtain for the disposal of the asset, if it were already of the condition expected at the end of its useful economic life.
Determining residual values and useful economic lives of intangible assets
The Group holds goodwill intangible assets with a net book value of £1,810,716 (2024: £2,008,189), which it amortises over its estimate useful life. The amortisation charge for the year is £197,473 (2024: £197,473). 

 
Page 20

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

3.Judgements in applying accounting policies (continued)

The estimation of the useful life of goodwill is based on historical performance as well as expectations about future use and therefore requires estimates and assumptions to be applied by management. The actual life of goodwill can vary depending on a variety of factors.
Judgement is applied by management when determining the valuation of the Group's goodwill and the Company's investment in its subsidiaries and whether there are any indications of impairment. Impairment occurs when the carrying amount on 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.


4.


Turnover

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


2025
2024
£
£

Food and beverage sales
3,781,816
3,841,363

Membership sales
15,138
10,342

3,796,954
3,851,705


All turnover arose within the United Kingdom.


5.


Other operating income

2025
2024
£
£

Rent from staff accommodation
18,500
16,001



6.


Operating loss

The operating loss is stated after charging:

2025
2024
£
£

Depreciation on tangible fixed assets
249,444
284,838

Amortisation of goodwill
197,473
197,473

Other operating lease rentals
271,446
294,692

Page 21

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

7.


Auditors' remuneration

During the year, the Group obtained the following services from the Company's auditors:


2025
2024
£
£

Fees payable to the Company's auditors for the audit of the consolidated and parent Company's financial statements
34,850
32,850


In addition to the audit fee disclosed above, the following fees were charged: £5,040 (2024: £4,800) for the preparation of financial statements, and £7,613 (2024: £7,250) for corporation tax compliance and advice.





8.


Employees

Staff costs were as follows:


Group
Group
2025
2024
£
£

Wages and salaries
1,436,325
1,377,111

Social security costs
112,313
109,337

Cost of defined contribution scheme
14,077
20,769

1,562,715
1,507,217


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


        2025
        2024
            No.
            No.







Staff
88
87

The directors, who are considered to be the Group's key management personnel, did not receive any remuneration in 2025 (2024: £nil).


9.


Interest payable and similar expenses

2025
2024
£
£


Bank interest payable
66,171
2,251

Page 22

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

10.


Taxation


2025
2024
£
£


Current tax on profits for the year
-
-

Adjustments in respect of previous periods
100
-

Total current tax
100
-

Factors affecting tax charge for the year

The tax assessed for the year is higher than (2024: lower than) the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below:

2025
2024
£
£


(Loss)/profit on ordinary activities before tax
(702,551)
166,486


(Loss)/profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%)
(167,831)
41,622

Effects of:


Expenses not deductible for tax purposes, other than goodwill amortisation and impairment
52,604
94,585

Capital gains
20,270
-

Adjustments to tax charge in respect of prior periods
100
-

Non-taxable income less expenses not deductible for tax purposes, other than goodwill and impairment
-
(40,650)

Fixed asset differences
(32,769)
44,839

Deferred tax not recognised
127,726
(140,396)

Total tax charge for the year
100
-


Factors that may affect future tax charges

There were no factors that may affect future tax charges.

Page 23

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

11.


Intangible assets

Group





Goodwill

£



Cost


At 1 October 2024
3,077,835



At 30 September 2025

3,077,835



Amortisation


At 1 October 2024
1,069,646


Charge for the year
197,473



At 30 September 2025

1,267,119



Net book value



At 30 September 2025
1,810,716



At 30 September 2024
2,008,189



Page 24

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

12.


Tangible fixed assets

Group






Freehold property
Short-term leasehold property
Plant and machinery
Fixtures, fittings and equipment
Total

£
£
£
£
£



Cost


At 1 October 2024
3,353,207
116,041
1,944,176
624,089
6,037,513


Additions
-
-
10,370
55,466
65,836


Disposals
(935,432)
-
(967,872)
(198,429)
(2,101,733)



At 30 September 2025

2,417,775
116,041
986,674
481,126
4,001,616



Depreciation


At 1 October 2024
403,374
21,692
1,234,540
485,559
2,145,165


Charge for the year
60,406
2,320
145,768
40,950
249,444


Disposals
(135,600)
-
(694,735)
(143,661)
(973,996)



At 30 September 2025

328,180
24,012
685,573
382,848
1,420,613



Net book value



At 30 September 2025
2,089,595
92,029
301,101
98,278
2,581,003



At 30 September 2024
2,949,833
94,349
709,636
138,530
3,892,348

Page 25

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

13.


Fixed asset investments

Company





Investments in subsidiary companies

£



Cost


At 1 October 2024
2,673,943



At 30 September 2025
2,673,943

Investments in subsidiary companies are eliminated upon consolidation.


Subsidiary undertakings


The following were subsidiary undertakings of the Company:

Name

Class of shares

Holding

Rarebreed Dining Limited
Ordinary
100%
Rarity Properties Limited
Ordinary
100%
Rarer Properties Limited
Ordinary
100%

The registered office of each of the subsidiaries is 24 Heath Road, Weybridge, Surrey, KT13 8TH.


14.


Stocks

Group
Group
2025
2024
£
£

Stocks
67,483
65,074


Page 26

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

15.


Debtors

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Due after more than one year

Other debtors
33,500
33,500
-
-

Due within one year

Trade debtors
7,873
4,042
-
-

Other debtors
406
45,584
-
-

Called up share capital not paid
-
221,904
-
221,904

Prepayments
56,061
56,260
-
-

97,840
361,290
-
221,904



16.


Cash

Group
 2025
Group
2024
£
£



Bank and cash balances
16,123
2,610

Page 27

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

17.


Creditors: amounts falling due within one year

Group
Group
Company
Company
2025
2024
2025
2024
£
£
£
£

Bank overdrafts
98,181
91,000
-
-

Bank loans
72,581
41,754
-
-

Trade creditors
246,474
249,017
-
-

Amounts owed to group undertakings
6,004,229
7,068,133
1,420,638
1,642,542

Other taxation and social security
206,610
228,214
-
-

Other creditors
98,192
102,453
-
-

Accruals
120,980
101,608
-
-

6,847,247
7,882,179
1,420,638
1,642,542


Amounts owed to fellow group undertakings includes £1,843,638 (2024: £1,907,542) owed to Havisham Assets Limited, a fellow group undertaking. All amounts are interest free and repayable on demand.
Amounts owed to fellow group undertakings also includes 6 facilities totalling £4,160,591 (2024: £5,160,591) owed to Havisham Associates Limited, a fellow group undertaking, as follows:
Facility 1
Principle sum of £542,008 (2024: £542,008) which is repayable on demand.
Facility 2
Principle sum of £772,008 (2024: £1,772,008) which is repayable on demand.
Facility 3 
Principle sum of £1,229,700 (2024: £1,229,700) which is repayable on demand.
Facility 4 
Principle sum of £775,000 (2024: £775,000) which is repayable on demand. 
Facility 5
Principle sum of £741,875 (2024: £741,875) which is repayable on demand.
Facility 6
Principle sum of £100,000 (2024: £100,000) which is repayable on demand.
As at 1 October 2022 the board of Havisham Associates Limited agreed to not charge any further interest
on loans and credit facilities until further notice.

Page 28

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

18.


Creditors: amounts falling due after more than one year

Group
Group
2025
2024
£
£

Bank loans
311,649
330,412




19.


Loans


Analysis of the maturity of loans is given below:


Group
Group
2025
2024
£
£

Amounts falling due within one year

Bank loans
72,581
41,754

Amounts falling due 1-2 years

Bank loans
66,693
35,457

Amounts falling due 2-5 years

Bank loans
194,017
92,995

Amounts falling due after more than 5 years

Bank loans
50,939
201,959

384,230
372,165


Bank loans include the following:
£379,395 (2024: £356,951) relating to a facility held with National Westminster Bank plc that is payable in annual instalments of £30,455 up to the end of the loan term in August 2042. It is secured by way of a fixed and floating charge over the Group's assets. Interest is payable on the loan at a rate of 3.75% per annum.
£4,835 (2024: £15,214) relating to a facility held under the Coronavirus Business Interruption Loan Scheme with National Westminster Bank plc that is payable in annual instalments of £10,644 with a final bullet payment due for the remaining balance on 13 August 2026. It is secured by way of a fixed and floating charge over the Group's assets. Interest is payable on the loan at a rate of 2.5% per annum.

Page 29

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

20.


Share capital

2025
2024
£
£
Allotted, called up and fully paid



96,923,078 (2024: 96,923,078) A ordinary shares of £0.010 each
969,231
969,231
8,565,688 (2024: 8,565,688) B1 ordinary shares of £0.010 each
85,657
85,657

1,054,888

1,054,888

Allotted, called up and partly paid



895,189 (2024: 895,189) B1 ordinary shares of £0.010 each
8,952
8,952
7,639,577 (2024: 7,639,577) B2 ordinary shares of £0.001 each
7,640
7,640

16,592

16,592

The three classes of ordinary share rank pari passu. There are no restrictions on the distribution of dividends and the repayment of capital.



21.


Reserves

Share premium account

The share premium represents the amount paid for shares in the Group in excess of their nominal value.

Other reserves

This reserve arose on removal of the non-controlling interest and represents the difference between the amount by which the non-controlling interest was adjusted and the fair value of the consideration paid.

Profit and loss account

The profit and loss account represents accumulated comprehensive income less any distributions of profit.


22.


Pension commitments

The Group operates a defined contributions pension scheme. The assets of the scheme are held separately from those of the Group in an independently administered fund. The pension cost charge represents contributions payable by the Group to the fund and amounted to £14,078 (2024: £20,769). Contributions totalling £2,267 (2024: £3,141) were payable to the fund at the balance sheet date and are included in creditors.

Page 30

 
RAREBREED HOLDINGS LIMITED
 
 
 
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025

23.


Commitments under operating leases

At 30 September 2025 the Group had future minimum lease payments due under non-cancellable operating leases for each of the following periods:


Group
Group
2025
2024
£
£

Not later than 1 year
79,500
79,500

Later than 1 year and not later than 5 years
318,000
318,000

Later than 5 years
357,750
437,250

755,250
834,750


24.


Related party transactions

At 30 September 2025, the Group had loans payable to Havisham Assets Limited, the ultimate parent undertaking, totalling £1,843,638 (2024: £1,907,542).
At 30 September 2025 the Group had an outstanding director's loan account debtor totalling £nil (2024: £45,481).
As at 30 September 2025, the Group had loan facilities of £4,160,591 (2024: £5,160,591) provided by Havisham Associates Limited, a fellow group undertaking. These balances are included within amounts owed to group undertakings. The loans are unsecured, repayable on demand, and do not bear interest. D Brownlow serves as a director of Havisham Assets Limited, the ultimate parent of the Company. He is also a director of Havisham Associates. Due to D Brownlow's directorship roles, Havisham Assets, Havisham Associates, and the Group are considered related parties.


25.


Controlling party

The immediate and ultimate parent undertaking is Havisham Assets Limited. The ultimate controlling party is D Brownlow, by virtue of his 100% shareholding in Havisham Assets Limited.

Page 31