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Registered number:
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
COMPANY INFORMATION
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RAREBREED HOLDINGS LIMITED
CONTENTS
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RAREBREED HOLDINGS LIMITED
GROUP STRATEGIC REPORT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
The directors present their Strategic Report and financial statements for the year ended 30 September 2025.
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.
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.
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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.
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.
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.
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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.
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;
∙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 year, after taxation, amounted to £702,651 (2024: profit £166,381).
Dividends of £nil were declared during the year (2024: £nil).
The directors who served during the year were:
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RAREBREED HOLDINGS LIMITED
DIRECTORS' REPORT (CONTINUED)
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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.
The auditors, HaysMac LLP, 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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RAREBREED HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS LIMITED
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 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).
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.
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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RAREBREED HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS 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 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.
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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RAREBREED HOLDINGS LIMITED
INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF RAREBREED HOLDINGS 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:
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.
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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.
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
Statutory Auditors
10 Queen Street Place
EC4R 1AG
5 May 2026
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RAREBREED HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
REGISTERED NUMBER: 11935042
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 31 form part of these financial statements.
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RAREBREED HOLDINGS LIMITED
REGISTERED NUMBER: 11935042
COMPANY STATEMENT OF FINANCIAL POSITION
AS AT 30 SEPTEMBER 2025
The financial statements were approved and authorised for issue by the board and were signed on its behalf by:
The notes on pages 16 to 31 form part of these financial statements.
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RAREBREED HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
CONSOLIDATED ANALYSIS OF NET DEBT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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
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:
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.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
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. 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.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (continued)
Goodwill
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.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
2.Accounting policies (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:
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.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 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.
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.
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).
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
3.Judgements in applying accounting policies (continued)
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.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
There were no factors that may affect future tax charges.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Share premium account
Other reserves
Profit and loss account
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.
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RAREBREED HOLDINGS LIMITED
NOTES TO THE FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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.
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