ACCOUNTS - Final Accounts preparation

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

Period ended

26 October

Period ended

26 October

Registered number: 14048192

ST. JOHN GROUP LIMITED

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

ST. JOHN GROUP LIMITED

COMPANY INFORMATION

Directors	Trevor Gulliver
	Barry Milton-Cook


Registered number	14048192


Registered office	26 St. John Street
	London
	EC1M 4AY


Independent auditors	HaysMac LLP
	10 Queen Street Place
	London
	EC4R 1AG

ST. JOHN GROUP LIMITED

CONTENTS

	Page
Group Strategic Report	1 - 2
Directors' Report	3 - 4
Independent Auditors' Report	5 - 8
Consolidated Statement of Comprehensive Income	9
Consolidated Balance Sheet	10
Company Balance Sheet	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 - 34

ST. JOHN GROUP LIMITED

GROUP STRATEGIC REPORT

FOR THE PERIOD ENDED 26 OCTOBER 2025

Introduction

The principal activities of the Company during the year continued to be the operation of restaurants, wholesale and retail bakeries and the wholesale sale of wine.

Business review

During the year, the Company continued to focus on delivering excellent customer service, maintaining consistent food quality, and improving operational efficiency.

Revenue for the year was £14.4m, a decrease of £1.4m on the prior year.

2025 2024

Gross Profit Margin 53.6% 52.8%
Adjusted EBITDA Margin* 5.3% 5.6%
Profit Before Tax Margin 5.2% 3.3%

Operating margins continue to be affected by increasing labour costs and food inflation, but management continues to monitor costs closely and implement measures to improve profitability.

The Company remains committed to sustainable sourcing and minimizing food waste, aligning with industry best practices and customer expectations.

*Adjusted EBITDA is earnings before interest, tax, depreciation and exceptional items.

Principal risks and uncertainties

The Company faces typical risks associated with the hospitality sector, including:

∙Economic conditions: Changes in consumer spending may impact revenues.

∙Cost inflation: Increases in food, energy, and labour costs.

∙Regulatory compliance: Food safety, health and safety, and licensing regulations.

∙Competition: The restaurant sector remains highly competitive.

The directors actively monitor these risks and maintain appropriate controls and contingency plans. For example, to manage regulatory compliance, a 3rd party company is employed to advise on best practice and carry out spot checks throughout the year at the restaurant and bakery sites.

Our restaurants are able to manage food price inflation by changing the menu twice daily. The market price of food can be reflected in menu pricing. Food cost inflation is more difficult to manage in the bakery, but to date, cost pressures have been reduced improving terms with our suppliers, many of whom we enjoy long standing excellent relationships with.

Page 1

ST. JOHN GROUP LIMITED

GROUP STRATEGIC REPORT (CONTINUED)

FOR THE PERIOD ENDED 26 OCTOBER 2025

Financial key performance indicators

The Company’s operations expose it to a variety of financial risks, including credit, liquidity, interest rates and inflation.

The company’s policy is to maintain adequate cash reserves and banking facilities to ensure liquidity. Cash is managed as part of its day-to-day control procedures Credit risk is managed by requiring payment at the point of sale, and the company has limited exposure to bad debts, so credit risk is deemed to be low.

The Board of Directors regularly monitor current market prices for food and beverages and react to increases in market prices by adjusting sales price to reflect a fixed pre-determined margin on each item sold in the restaurants.

The risk of increases in market prices is therefore passed on to the customer and not suffered by the Group.

Other key performance indicators

Other key performance indicators Non-financial KPI’s are monitored on a regular basis and include food and drink quality, customer feedback, staff turnover and staff engagement levels. These are regularly reviewed by management and appropriate action is taken if required. The management is satisfied with the performance of these KPI’s during the period.

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

................................................

Barry Milton-Cook

Director

Date: 21 July 2026

Page 2

ST. JOHN GROUP LIMITED

DIRECTORS' REPORT

FOR THE PERIOD ENDED 26 OCTOBER 2025

The directors present their report and the financial statements for the period ended 26 October 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 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.

Directors

The directors who served during the period were:

Christopher James Gosling (resigned 19 February 2026)

Trevor Gulliver

Barry Milton-Cook

Engagement with employees

The success of the business is due to its people. The directors seek to ensure that employees are informed about the Company’s performance, objectives, and significant matters affecting them through regular team meetings, management briefings, and internal communications. The Company is committed to providing equal opportunities for all employees and supports their ongoing learning and development through appropriate training and professional development opportunities.

Disabled employees

Applications for employment by disabled persons are always fully considered, bearing in mind the aptitudes of the applicant concerned. In the event of members of staff becoming disabled, every effort is made to ensure that their employment within the group continues and that the appropriate training is arranged. It is the policy of the group that the training, career development and promotion of disabled persons should, as far as possible, be identical to that of other employees.

Page 3

ST. JOHN GROUP LIMITED

DIRECTORS' REPORT (CONTINUED)

FOR THE PERIOD ENDED 26 OCTOBER 2025

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 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.

................................................

Barry Milton-Cook

Director

Date: 21 July 2026

Page 4

ST. JOHN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED

Opinion

We have audited the financial statements of St. John Group Limited (the 'Parent Company') and its subsidiaries (the 'Group') for the period ended 26 October 2025, which comprise the Consolidated Statement of Comprehensive Income, the Consolidated Analysis of Net Debt, the Consolidated Balance Sheet, the Company Balance Sheet, the Consolidated Statement of Cash Flows, the Consolidated Statement of Changes in Equity, the Company Statement of Changes in Equity and the related notes, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In 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 26 October 2025 and of the Group's profit for the period then ended;

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

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

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the 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

ST. JOHN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP 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 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.

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 period for which the financial statements are prepared is consistent with the financial statements; and

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

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.

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.

Page 6

ST. JOHN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED (CONTINUED)

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 Company and industry, we identified that the principal risks of noncompliance with laws and regulations related to regulatory requirements for the business and trade 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, sales tax, payroll tax and income 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;

∙inquiries held with management at planning, fieldwork, and completion of the audit for any known or suspected instance of non-compliance with laws and regulations and fraud;

∙evaluating management’s controls designed to prevent and detect irregularities;

∙identifying and testing journals, in particular journal entries posted on unusual dates, postings by unusual users or with unusual descriptions; and

∙challenging assumptions and judgements made by management in their critical accounting estimates, especially in regards to tangible fixed assets.

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.

Page 7

ST. JOHN GROUP LIMITED

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF ST. JOHN GROUP LIMITED (CONTINUED)

Use of our report

This report is made solely to the Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company's members those matters we are required to state to them in an 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.

Andrew Ball (Senior Statutory Auditor)

for and on behalf of

HaysMac LLP

Statutory Auditors

10 Queen Street Place

London

EC4R 1AG

21 July 2026

Page 8

ST. JOHN GROUP LIMITED

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE PERIOD ENDED 26 OCTOBER 2025

	Period ended 26 October	Period ended 26 October
	2025	2024
Note	£	£


Turnover	4	14,372,323	12,996,975
Cost of sales		(6,702,290)	(6,131,683)
Gross profit		7,670,033	6,865,292
Administrative expenses		(6,910,368)	(6,143,938)
Exceptional administrative expenses	11	(8,536)	(81,333)
Operating profit		751,129	640,021
Interest payable and similar expenses	9	(143,503)	(213,833)
Profit before tax		607,626	426,188
Tax on profit	10	(134,124)	(194,440)
Profit for the financial period		473,502	231,748

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

The notes on pages 16 to 34 form part of these financial statements.

Page 9

ST. JOHN GROUP LIMITED

REGISTERED NUMBER: 14048192

CONSOLIDATED BALANCE SHEET

AS AT 26 OCTOBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	13		1,307,834		1,547,126
			1,307,834		1,547,126
Current assets
Stocks	15	836,593		748,642
Debtors: amounts falling due after more than one year	16	-		9,191
Debtors: amounts falling due within one year	16	1,971,162		1,145,539
Cash at bank and in hand	17	118,039		148,990
		2,925,794		2,052,362
Creditors: amounts falling due within one year	18	(4,040,444)		(3,432,582)
Net current liabilities			(1,114,650)		(1,380,220)
Total assets less current liabilities			193,184		166,906
Creditors: amounts falling due after more than one year	19		(729,560)		(1,176,800)

Net liabilities			(536,376)		(1,009,894)

Capital and reserves
Called up share capital	22	516	500
Merger reserve	23	21,974	21,974
Profit and loss account	23	(558,866)	(1,032,368)
		(536,376)	(1,009,894)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 July 2026.

................................................

Barry Milton-Cook

Director

The notes on pages 16 to 34 form part of these financial statements.

Page 10

ST. JOHN GROUP LIMITED

REGISTERED NUMBER: 14048192

COMPANY BALANCE SHEET

AS AT 26 OCTOBER 2025

		2025		2024
Note		£		£

Fixed assets
Tangible assets	13		13,075		-
Investments	14		500		500
			13,575		500
Current assets
Stocks	15	78,996		-
Debtors: amounts falling due within one year	16	862,167		145
Cash at bank and in hand	17	-		226
		941,163		371
Creditors: amounts falling due within one year	18	(4,082,615)		(1,374,106)
Net current liabilities			(3,141,452)		(1,373,735)
Deferred taxation	21	(3,269)		-
			(3,269)		-
Net liabilities			(3,131,146)		(1,373,235)

Capital and reserves
Called up share capital	22		516		500
Profit and loss account brought forward		(1,373,735)		(2,759)
Loss for the period		(1,757,927)		(1,370,976)
Profit and loss account carried forward			(3,131,662)		(1,373,735)
			(3,131,146)		(1,373,235)

The financial statements were approved and authorised for issue by the board and were signed on its behalf on 21 July 2026.

................................................

Barry Milton-Cook

Director

The notes on pages 16 to 34 form part of these financial statements.

Page 11

ST. JOHN GROUP LIMITED

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 26 OCTOBER 2025

	Called up share capital	Merger reserve	Profit and loss account	Total equity
	£	£	£	£
At 1 October 2023	100	22,374	(1,229,122)	(1,206,648)

Profit for the period	-	-	231,748	231,748
Dividends: Equity capital	-	-	(34,994)	(34,994)
Shares issued during the period	400	-	-	400
Merger reserve	-	(400)	-	(400)

At 27 October 2024	500	21,974	(1,032,368)	(1,009,894)

Profit for the period	-	-	473,502	473,502
Shares issued during the period	16	-	-	16
At 26 October 2025	516	21,974	(558,866)	(536,376)

The notes on pages 16 to 34 form part of these financial statements.

Page 12

ST. JOHN GROUP LIMITED

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE PERIOD ENDED 26 OCTOBER 2025

	Called up share capital	Profit and loss account	Total equity
	£	£	£
At 1 October 2023	100	(2,759)	(2,659)

Loss for the period	-	(1,370,976)	(1,370,976)
Shares issued during the period	400	-	400

At 27 October 2024	500	(1,373,735)	(1,373,235)

Loss for the period	-	(1,757,927)	(1,757,927)
Shares issued during the period	16	-	16
At 26 October 2025	516	(3,131,662)	(3,131,146)

The notes on pages 16 to 34 form part of these financial statements.

Page 13

ST. JOHN GROUP LIMITED

CONSOLIDATED STATEMENT OF CASH FLOWS

FOR THE PERIOD ENDED 26 OCTOBER 2025

			2025	2024
			£	£

Cash flows from operating activities
Profit for the financial period	473,502	231,748
Adjustments for:
Exceptional items	-	81,333
Depreciation of tangible assets	359,057	301,930
Loss on disposal of tangible assets	-	3,395
Interest paid	143,503	213,833
Taxation charge	134,124	194,440
(Increase) in stocks	(87,953)	(151,603)
(Increase) in debtors	(834,588)	(112,986)
Increase in creditors	497,699	43,268
Net cash generated from operating activities	685,344	805,358
Cash flows from investing activities
Purchase of tangible fixed assets	(119,765)	(596,277)
Net cash from investing activities	(119,765)	(596,277)
Cash flows from financing activities
Issue of ordinary shares	16	-
New secured loans	-	500,000
Repayment of loans	(520,712)	(376,712)
Repayment of other loans	-	(96,963)
Repayment of finance leases	(134,227)	-
Interest paid	(143,503)	(213,833)
Net cash used in financing activities	(798,426)	(187,508)
Net (decrease)/increase in cash and cash equivalents	(232,847)	21,573
Cash and cash equivalents at the beginning of period	(100,328)	(121,901)
Cash and cash equivalents at the end of period	(333,175)	(100,328)

Cash and cash equivalents at the end of period comprise:
Cash at bank and in hand	118,039	148,990
Bank overdrafts	(451,214)	(249,318)
	(333,175)	(100,328)

Page 14

ST. JOHN GROUP LIMITED

CONSOLIDATED ANALYSIS OF NET DEBT

FOR THE PERIOD ENDED 26 OCTOBER 2025


At 27 October 2024	Cash flows	At 26 October 2025
£	£	£

Cash at bank and in hand	148,990	(30,951)	118,039
Bank overdrafts	(249,318)	(201,896)	(451,214)
Debt due after 1 year	(1,104,176)	415,963	(688,213)
Debt due within 1 year	(377,113)	39,385	(337,728)
Finance leases	-	134,227	134,227
Finance leases	(155,814)	134,227	(21,587)
	(1,737,431)	490,955	(1,246,476)

The notes on pages 16 to 34 form part of these financial statements.

Page 15

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

1.	General information

St. John Group Limited is a private company (registered number: 14048192), limited by share capital. It is incorproated in the United Kingdom and domiciled in England and Wales. The registered office and principal place of business is 26 St. John Street, London, EC1M 4AY.

Subsidiary registered offices are the same as the Group, and trading addresses can be found on applicable financial statements.

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 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 Balance Sheet, the acquiree's identifiable assets, liabilities and contingent liabilities are initially recognised at their fair values at the acquisition date. The results of acquired operations are included in the Consolidated Statement of Comprehensive Income from the date on which control is obtained. They are deconsolidated from the date control ceases.

In accordance with the transitional exemption available in FRS 102, the Group has chosen not to retrospectively apply the standard to business combinations that occurred before the date of transition to FRS 102, being 14 April 2024.

Therefore, the Group continues to recognise a merger reserve which arose on a past business combination that was accounted for as a merger in accordance with UK GAAP as applied at that time.

2.3

Going concern

The business delivered substantial revenue and EBITDA growth in FY25, supported by strong trading performance and increased operational efficiency, resulting in improved profitability. This positive momentum has continued into 2026, with sustained volume growth across the restaurants, bakery, and wine wholesales. The directors are confident that the company will be able to meet its obligations as they fall due over the next 12 months. Accordingly, the financial statements have been prepared on a going concern basis.

Page 16

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

2.Accounting policies (continued)

2.4

Foreign currency translation

Functional and presentation currency

The Company's functional and presentational currency is GBP.

Transactions and balances

Foreign currency transactions are translated into the functional currency using the spot exchange rates at the dates of the transactions.

At each period end foreign currency monetary items are translated using the closing rate. Non-monetary items measured at historical cost are translated using the exchange rate at the date of the transaction and non-monetary items measured at fair value are measured using the exchange rate when fair value was determined.

2.5

Revenue

evenu is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. evenu is measured as the fair value of the consideration received or receivable, excluding discounts, rebates, value added tax and other sales taxes. The following criteria must also be met before revenue is recognised:

2.6

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.

Benefits received and receivable as an incentive to sign an operating lease are recognised on a straight-line basis over the lease term, unless another systematic basis is representative of the time pattern of the lessee's benefit from the use of the leased asset.

2.7

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.

2.8

Borrowing costs

All borrowing costs are recognised in profit or loss in the period in which they are incurred.

2.9

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 Balance Sheet. The assets of the plan are held separately from the Group in independently administered funds.

Page 17

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

2.Accounting policies (continued)

2.10

Current and deferred taxation

The tax expense for the period comprises current and deferred tax. 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 balance sheet date in the countries where the Company and the Group operate and generate income.

Deferred tax balances are recognised in respect of all timing differences that have originated but not reversed by the balance sheet date, except that:

∙The recognition of deferred tax assets is limited to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits;

∙Any deferred tax balances are reversed if and when all conditions for retaining associated tax allowances have been met; and

∙Where they relate to timing differences in respect of interests in subsidiaries, associates, branches and joint ventures and the Group can control the reversal of the timing differences and such reversal is not considered probable in the foreseeable future.

Deferred tax balances are not recognised in respect of permanent differences except in respect of business combinations, when deferred tax is recognised on the differences between the fair values of assets acquired and the future tax deductions available for them and the differences between the fair values of liabilities acquired and the amount that will be assessed for tax. Deferred tax is determined using tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

2.11

Exceptional items

Exceptional items are transactions that fall within the ordinary activities of the Group but are presented separately due to their size or incidence.

2.12

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.

Page 18

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

2.Accounting policies (continued)

2.12

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:

Leasehold property	-	6 - 10 years
Plant and machinery	-	5 years
Motor vehicles	-	3 - 4 years
Fixtures and fittings	-	5 - 10 years
Computer equipment	-	3 - 10 years

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.

2.13

Valuation of investments

Investments in subsidiaries are measured at cost less accumulated impairment.

2.14

Stocks

Stocks are stated at the lower of cost and net realisable value, being the estimated selling price less costs to complete and sell.

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

2.15

Debtors

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

2.16

Cash and cash equivalents

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.

2.17

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

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

2.Accounting policies (continued)

2.18

Dividends

Equity dividends are recognised when they become legally payable. Interim equity dividends are recognised when paid. Final equity dividends are recognised when approved by the shareholders at an annual general meeting.

3.	Judgements in applying accounting policies and key sources of estimation uncertainty

Estimates and judgements are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Although these estimates are based on management's best knowledge of the amount, events or actions, actual results may ultimately differ from those estimates. The directors consider the following items to be areas subject to estimation and judgement.

Useful lives of tangible fixed assets

The estimated useful economic lives of tangible fixed assets are based on management's judgement and experience. When management identifies that actual useful economic lives differ materially from the estimates used to calculate depreciation, that charge is adjusted prospectively. Due to the significance of property, plant and equipment investment to the Company, variations between actual and estimated useful economic lives could impact operating results both positively and negatively, although historically few changes to estimated useful economic lives have been required.

Impairment of tangible fixed assets

Tangible fixed asset impairment reviews are also performed annually. These reviews require an estimation of the value in use of the cash generating units. The value in use calculation requires the entity to estimate the future cash flows expected to arise for the cash generating unit and a suitable discount rate to calculate present value. See notes 10, the tangible fixed asset note, for the carrying amounts of the tangible assets.

Recoverability of amounts owed by group undertakings and associated undertakings

The Company incurs costs and makes payments on behalf of group and associated undertakings, which give rise to debtor balances owed by these companies. At each reporting date, the Company evaluates the recoverability of amounts owed by group undertakings and amounts owed by associated undertakings based on their current financial position, forecast future financial performance and other factors. The actual level of debtors collected in future periods may differ from the estimated levels of recovery based on the Company's judgement, which could impact operating results positively or negatively.

Dilapidations provision

At each reporting date, the directors are required to assess the carrying amount of the dilapidation provision to be included in the financial statements. A provision for dilapidations is recognised when the Company has a present obligation under a lease, it is probable that costs will be incurred to restore the property, and the amount can be estimated reliably. At the year end, based on the lease agreements, there have been no dilapidations provision recognised. The directors continuously evaluate the provision to ensure it is in line with expectations and any adjustments are made during the year.

Page 20

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

Turnover

Food and beverage sales	13,958,286	12,636,349
Merchandise sales	414,037	360,626
	14,372,323	12,996,975

All turnover arose within the United Kingdom.

Exchange differences	14,123	20,933
Other operating lease rentals	292,128	294,284
Share-based payment	359,057	301,930

Fees payable to the Company's auditors for the audit of the consolidated and Parent Company's financial statements	15,000	13,000
Fees payable to the Company's auditors in respect of:
The auditing of accounts of associates of the Company	34,100	17,000
Taxation compliance services	16,000	15,250
All non-audit services not included above	19,180	19,850

Page 21

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

7.	Employees
	Staff costs, including directors' remuneration, were as follows:

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


Wages and salaries	4,152,523	3,739,169	1,045,780	784,383
Social security costs	441,129	400,488	139,055	99,748
Cost of defined contribution scheme	140,944	117,387	76,860	60,165
	4,734,596	4,257,044	1,261,695	944,296

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

	Group	Group	Company	Company
	Period ended 26 October	Period ended 26 October	Period ended 26 October	Period ended 26 October
	2025	2024	2025	2024
	No.	No.	No.	No.

Employees	152	149	21	21
Directors	3	3	3	3

	155	152	24	24

	Directors' emoluments	560,717	388,783

Page 22

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

Bank interest payable	7,632	108,550
Other loan interest payable	134,511	104,687
Other interest payable	1,360	596
	143,503	213,833

Corporation tax
Current tax on profits for the year	221,139	145,527
Adjustments in respect of previous periods	(114,144)	-
	106,995	145,527

Total current tax	106,995	145,527

Deferred tax
Origination and reversal of timing differences	(43,199)	(32,409)
Changes to tax rates	-	81,322
Adjustments in respect of prior periods	70,328	-
Total deferred tax	27,129	48,913


	Tax on profit	134,124	194,440

Page 23

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

10.Taxation (continued)

Profit on ordinary activities before tax

787,125

449,377

Profit on ordinary activities multiplied by standard rate of corporation tax in the UK of 25% (2024 - 25%)	196,781	106,547
Effects of:
Expenses not deductible for tax purposes	(38,835)	37,131
Capital allowances for period in excess of depreciation	4,614	11,134
Adjustments in respect of prior periods	(114,144)	(24,608)
Adjustments in respect of prior periods (deferred tax)	70,328	-
Movement in deferred not recognised	15,380	64,236
Total tax charge for the period	134,124	194,440

Consultancy and redundancy fees

8,536

81,333

12.	Parent company loss for the year

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 loss after tax of the parent Company for the period was £1,757,927 (2024 - loss £1,370,976).

Page 24

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

13.	Tangible fixed assets
	Group

	Leasehold property	Plant and machinery	Motor vehicles	Fixtures and fittings	Computer equipment
	£	£	£	£	£
Cost or valuation
At 27 October 2024	927,748	389,768	79,468	1,541,740	141,991
Additions	8,410	31,958	-	58,965	20,432
At 26 October 2025	936,158	421,726	79,468	1,600,705	162,423
Depreciation
At 27 October 2024	540,850	293,233	31,300	570,950	97,256
Charge for the period	55,137	29,097	26,489	219,441	28,893
At 26 October 2025	595,987	322,330	57,789	790,391	126,149
Net book value
At 26 October 2025	340,171	99,396	21,679	810,314	36,274
At 26 October 2024	386,898	96,535	48,168	970,790	44,736

Page 25

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

13.Tangible fixed assets (continued)

		Total
		£
	Cost or valuation
	At 27 October 2024	3,080,715
	Additions	119,765
	At 26 October 2025	3,200,480
	Depreciation
	At 27 October 2024	1,533,589
	Charge for the period	359,057
	At 26 October 2025	1,892,646
	Net book value
	At 26 October 2025	1,307,834
	At 26 October 2024	1,547,127

Page 26

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

13.Tangible fixed assets (continued)

	Company

		Computer equipment
		£
	Cost or valuation
	Additions	13,075
	At 26 October 2025	13,075

	At 26 October 2025	-
	Net book value
	At 26 October 2025	13,075
	At 26 October 2024	-

Page 27

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

14.	Fixed asset investments

	Company

		Investments in subsidiary companies
		£
	Cost or valuation
	At 27 October 2024	500
	At 26 October 2025	500

Subsidiary undertakings
The following were subsidiary undertakings of the Company:
Name	Registered office	Class of shares	Holding

Aquaboulevard Limited	26 St. John Street, London, United Kingdom, EC1M 4AY	Ordinary	100%
HG Wine Limited	26 St. John Street, London, United Kingdom, EC1M 4AY	Ordinary	100%
St. John Bakery Limited	26 St. John Street, London, United Kingdom, EC1M 4AY	Ordinary	100%
St. John Marylebone Limited	26 St. John Street, London, United Kingdom, EC1M 4AY	Ordinary	100%
St. John Restaurant Company Limited	26 St. John Street, London, United Kingdom, EC1M 4AY	Ordinary	100%

15.	Stocks
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

	Stock	836,593	748,642	78,996	-

Page 28

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

16.	Debtors
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Due after more than one year
Other debtors	-	9,191	-	-

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

Due within one year
Trade debtors	623,796	518,900	45,585	-
Amounts owed by group undertakings	-	-	42,500	-
Amounts owed by related parties	671,340	-	671,340	-
Other debtors	275,853	283,606	19,317	45
Called up share capital not paid	-	100	-	100
Prepayments and accrued income	369,874	312,835	55,034	-
Tax recoverable	28,391	1,061	28,391	-
Deferred taxation	1,908	29,037	-	-
	1,971,162	1,145,539	862,167	145

All balances owed by group undertakings and related parties are unsecured, interest free and repayable on demand.

17.	Cash and cash equivalents
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Cash at bank and in hand	118,039	148,990	-	226
Less: bank overdrafts	(451,214)	(249,318)	(166,008)	-
	(333,175)	(100,328)	(166,008)	226

Page 29

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

18.	Creditors: Amounts falling due within one year
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Bank overdrafts	451,214	249,318	166,008	-
Bank loans	280,492	370,000	-	-
Trade creditors	1,334,390	1,128,870	100,528	-
Amounts owed to group undertakings	-	-	3,699,288	1,372,436
Corporation tax	210,227	153,252	45	45
Other taxation and social security	759,321	670,459	-	-
Finance lease	21,587	83,190	-	-
Other creditors	284,109	93,885	-	-
Accruals and deferred income	699,104	683,608	116,746	1,625
	4,040,444	3,432,582	4,082,615	1,374,106

All balances owed to group undertakings are unsecured, interest free and payable on demand.

19.	Creditors: Amounts falling due after more than one year
		Group	Group
		2025	2024
		£	£

Bank loans	250,000	666,204
Other loans	479,560	437,972
Net obligations under finance leases and hire purchase contracts	-	72,624
	729,560	1,176,800

Page 30

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

20.	Loans
	Analysis of the maturity of loans is given below:
		Group	Group
		2025	2024
		£	£

Amounts falling due within one year
Bank loans	280,492	370,000
	280,492	370,000
Amounts falling due 1-2 years
Bank loans	100,000	651,204
Other loans	479,560	437,972
	579,560	1,089,176
Amounts falling due 2-5 years
Bank loans	150,000	7,500
	150,000	7,500
Amounts falling due after more than 5 years
Bank loans	-	7,500
	-	7,500
	1,010,052	1,474,176

Page 31

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

20.Loans (continued)

Bank loans
The bank loan of £1,300,000 incurs interest at 3.50% p.a. over LIBOR with a monthly repayment of £15,476. The loan is due for full repayment in May 2026. The total amount outstanding at year end is £15,492 (2024: £201,204).

In February 2024, an additional £500,000 was borrowed with the same incurred interest rate. Quarterly repayments of £25,000 apply and it is due for final repayment in February 2029. As at the year end, the amount outstanding on this loan was £350,000 (2024: £450,000).

The loan is secured on a first legal mortgage dated 03 December 2010 over the leasehold property known as Ground & Basement Floors, 94–96 Commercial Street, London E1 6LZ, provided by St. John Restaurant Company Limited.

The other bank loan of £1,000,000 is a Coronavirus Business Interruption Loan (CBILS). In the year, the bank loan incurred interest at 3.50% p.a. over LIBOR. Quarterly repayments commenced from September 2021 and final repayment is due in June 2026. As at year end, the amount outstanding on this loan was £150,000 (2024: £350,000).

There were also two other bank loans that were supported by the Bounce Back Loan Scheme (BBLS) received in 2020. The bank loans incurred interest at 2.5% annually. As at year end, the amount outstanding on the loans was £15,000 (2024: £35,000).

Other loans

The other loan is made up of a loan with Mr. T Gulliver of £479,560 (2024: £437,972). Interest on this loan is accrued at 8% p.a. plus BOE base rate and is not falling due within one year.

Page 32

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

21.	Deferred taxation
	Group

		2025
		£

	At beginning of year	29,037
	Charged to profit or loss	(27,129)
	At end of year	1,908

Company

		2025
		£
	Charged to profit or loss	(3,269)
	At end of year	(3,269)

Group	Group	Company
2025	2024	2025
£	£	£

Accelerated capital allowances	-	(30,972)	-
Tax losses carried forward	38,224	70,905	38,224
Pension surplus	-	(50,351)	-
Timing differences	(36,316)	39,455	(41,493)
	1,908	29,037	(3,269)

22.	Share capital
		2025	2024
		£	£

Allotted, called up and fully paid

516 (2024 - 500) Ordinary shares of £1.00 each	516	500

On 18 September 2025, 16 ordinary shares were issued at a nominal value of £1 per share. The total value of shares issued on this date was £16.

Page 33

ST. JOHN GROUP LIMITED

NOTES TO THE FINANCIAL STATEMENTS

FOR THE PERIOD ENDED 26 OCTOBER 2025

23.

Reserves

Merger Reserve

The merger reserve represents the difference between the nominal value of shares issued plus the fair value of other consideration and the nominal value of shares received for group reconstructions accounted for using the merger method of accounting.

Profit and loss account

Includes all current and prior year retained profits and losses.

24.	Commitments under operating leases
	At 26 October 2025 the Group and the Company had future minimum lease payments due under non-cancellable operating leases for each of the following periods:
		Group	Group	Company	Company
		2025	2024	2025	2024
		£	£	£	£

Not later than 1 year	870,614	870,614	-	-
Later than 1 year and not later than 5 years	1,316,569	2,153,350	-	-
Later than 5 years	85,750	33,833	-	-
	2,272,933	3,057,797	-	-

25.	Related party transactions
	At year end, included within other loans, is a loan totalling £479,560 (2024: £437,972) owed to a director.

26.	Controlling party

The ultimate controlling party is Trevor Gulliver.

27.	Audit exemption
	HG Wine Limited (company number 06535362) and St. John Bakery Company Limited (company number 07229166) are exempt from the requirements of the Companies Act 2006 relating to the audit of accounts under section 479A. St. John Group Limited has given a parental guarantee for the entities above under section 479C of the Companies Act 2006.

Page 34