The directors present their strategic report for Rooster Topco Limited ("the Company") and its subsidiaries (together "the Group") for the period ended 28 December 2025. In preparing this strategic report, the directors have complied with s414C of the Companies Act 2006.
Introduction
During the period the Rooster Group acquired the Lemon Pepper Group. The Lemon Pepper Group holds the master franchise for Wingstop in the United Kingdom and Republic of Ireland, with the Group's principal activity being the operation of Wingstop restaurants.
In October 2018 the Group opened its first Wingstop store in Cambridge Circus, with a clear strategy of building an emotionally connected brand that is loved by youth, offering delicious high-quality chicken in locations across the UK and Ireland.
The Group has continued to open further stores, with 86 stores open at period end across the United Kingdom and Republic of Ireland (2024: 57). Since period end, the Group has opened a further 16 sites.
The directors believe that there continues to be strong growth prospects in the premium fast casual chicken market and intend to continue the roll out of Wingstop at pace across the United Kingdom and Republic of Ireland.
The Group continued its expansion across the UK, opening 29 stores, and launched Wingstop in the Republic of Ireland with the opening of 2 stores in Dublin. In addition, the Group has continued to invest in Operations who are the heartbeat of the business, while further investing in our central support functions to drive the next stage of growth.
On 30 January 2025, Sixth Street became majority shareholder of the Group, supporting Wingstop’s continued growth across the UK and Ireland.
The hospitality sector in the UK continues to face significant cost pressures, particularly in relation to labour where further increases in the National Minimum and National Living wage, together with higher employer national insurance contributions increased employment costs in the Company. Despite this the Lemon Pepper Group has been able to maintain and improve profitability across its estate. This was only possible because of the loyalty and dedication of our workforce and customers.
Group turnover was £202.0m, reflecting good underlying sales growth and the increase in store count in the Lemon Pepper Holdings Limited in the 11 months after the acquisition. Lemon Pepper Holdings Limited achieved turnover of £216.4m (2024: £125.0m) in the 12 month period ended 28 December 2025.
Lemon Pepper Holdings Limited's operating profit at a trading level grew to £24.3m (2024: £13.7m), due to strong sales growth coupled with labour and broader cost efficiencies.
The Group made an operating loss of £16.6m after deal fees and amortisation.
The main risks to our business are:
Many of these risks are mitigated by the strength of the brand in the UK and positive reputation with institutional landlords and other key partners to meet its growth targets.
The Board receives reporting each month including forward forecasts that incorporate the impact on the Group of these main risks. In addition, executive directors receive regular reports updating on the status of the main risks, the actions to mitigate them and an impact assessment.
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The Group's credit risk is primarily attributable to its trade receivables with delivery partners. Customer transactions are largely settled at the point of sale. Our main trade debtor is our delivery service provider, where we receive payment net of their commission weekly thus limiting potential exposure.
In order to maintain liquidity to ensure that sufficient funds are available for ongoing operations and future developments, the Group uses long-term debt finance and equity to drive the growth of the Group. |
At Wingstop we are incredibly proud of our culture and people. We are committed to encouraging equality, diversity and inclusion within our teams, including the employment of disabled persons, and preventing unlawful discrimination. We are focused on making sure that our restaurants are a safe and happy place for all of our people to be themselves and to feel accepted. We carry out all recruitment, promotion and other types of selection procedures, on the basis of merit, using non-discriminatory and as far as possible, objective criteria.
Section 414CZA(1) of the Companies Act 2006 requires the directors to explain how they considered the matters set out in section 172(1) (a) to (f) of the Companies Act 2006 (‘S172 (1)’) when performing their duty to promote the success of the Group. When making decisions, each director ensures that they act in the way that would most likely promote the Group’s success for the benefit of its members, and in doing so have regard (amongst other matters) to the following matters:
(a) The likely consequences of any decision in the long term
The directors understand the business and the evolving environment in which the Group operates, including the challenges of operating in the hospitality sector. There have been no major changes in the financial year. However, the long-term impacts of any decision are discussed in detail by the Board and directors, especially when considering the Group’s strategy.
(b) The interests of the group’s employees
The directors recognise that the success of the business depends on attracting, retaining and motivating high quality employees. The directors consider the implications of decisions which may affect their perception as a responsible employer, on determining remuneration and benefits, and on providing a healthy and safe workplace environment, where relevant. The directors engage with their employees frequently. They conduct a biannual “GM Connect”, where members from each store come together for a workshop on best practice and can air their feelings about working for the Group. Together with the operations team, The People Function of the business is accountable for what the business does for its employees. They conduct an Employee Survey annually. We aim to promote and maintain fairness and transparency across the whole business, with a now well-established culture of reward and recognition to attract and retain the best talent and we were proud to be recognised as one of the top workplaces for "Very Big" organizations in the 2025 edition of the Sunday Times Best Places to Work and was highly commended for its work with ethnic minorities.
(c) The need to foster the group’s business relationships with suppliers, customers and others
The directors seek to promote strong mutually beneficial relationships with suppliers, customers, regulators, and authorities. Such general principles are critical in the delivery of the Group’s strategy. The quality of our food is critical, and we maintain very close relationships with our key suppliers. In addition, the quality of our customer service is paramount; we utilised mystery shopper feedback as well as various internal KPIs to monitor this.
(d) The impact of the Group’s operations on the community and the environment
The Group is committed to understanding the interests of these stakeholder groups. The directors receive information on these topics on a periodic basis to provide relevant information for specific board decisions. The Group is committed to reducing the environmental impact of our operations. We work closely with suppliers to minimise product movement and reduce our food miles. All our cooking oil is collected and recycled and turned into Biofuel. All our waste is split into recycling, food waste and general. Nearly all our packaging is paper based packaging, including paper straws. Our packaging supplier has also committed to global carbon efficiency and Net Zero commitments in line with climate science.
(e) The desirability of the Group maintaining a reputation for high standards of business conduct
The directors recognise the importance of acting in ways which promote high standards of business conduct. The board periodically reviews and approves clear operating frameworks with suppliers and employees to ensure that its high standards are maintained both within the businesses and the business relationships the Group has with stakeholders. We have a detailed, but clear employee handbook which each employee receives when they join which clearly set out our core principles and ways of working.
f) The need to act fairly as between members of the Group
The directors aim to act fairly between the Group’s members when delivering the Group’s strategy. Communication with shareholders is given a high priority. There is regular dialogue and information flow to all shareholders covering, operations, strategy, and financial performance. This includes monthly management accounts with detailed commentary, as well as discussion regarding the long-term strategic objectives of the business.
On behalf of the board
The directors present their annual report and financial statements for the period ended 28 December 2025.
The results for the period are set out on page 12.
No ordinary dividends were paid. The directors do not recommend payment of a final dividend.
The directors who held office during the period and up to the date of signature of the financial statements were as follows:
Subsequent to the year-end, the Group signed a development agreement for exclusive rights to expand the Wingstop brand in Poland.
The Board is committed to maintaining high standards of governance appropriate to the size, complexity and ownership structure of the Group, and has adopted certain elements of the UK Corporate Governance Code 2024 (the "Code"), published by the Financial Reporting Council ("FRC") in January 2024.
The Board
The Board considers that it is of an appropriate size for the requirements of the business, and that it has the appropriate balance of skills, knowledge and experience.
The Board comprises Non-Executive Directors who represent respective shareholder interests and two Executive Directors, who are responsible for the day-to-day running of the Group.
The Board’s role is to provide leadership to, and to set the strategic direction of, the Group. The Board monitors operational performance and is responsible for establishing Group policies and internal controls to assess and manage risk. This is supported by a risk management process embedded within regular executive management meetings, where Executive Directors and senior management review the principal risks facing the business as part of routine executive meetings, considering financial, operational, regulatory and strategic risks relevant to the Group's activities.
The Board meets regularly throughout the year. There is a schedule of matters reserved for the Board and certain matters are delegated to the Executive Directors. The schedule of reserved matters includes approval of annual budgets, strategic plans, senior management appointments, capital structure and major capital expenditure. Items delegated to the Executive Directors include the approval of capital or other expenditure below the limits required for Board sign off, approval of contracts or less senior appointments.
The Company Secretary acts as secretary to the Board. He is responsible for ensuring that the Directors receive appropriate information prior to meetings, and for ensuring the governance requirements are considered and implemented.
The Board has established a clear division of responsibilities between Non-Executives Directors and Executive Directors.
The Executive Directors are responsible for:
The day-to-day management of the Group's operations;
The development and delivery of strategy as approved by the Board;
Preparing annual budgets and medium-term projections for the Group and monitoring performance against plans and budgets;
Managing the Group’s relationships and agreements with Wingstop Inc;
Effective communication with shareholders; and
Preparing the annual financial statements
They are accountable to the Board for the operational and financial performance of the business, for the management of risk within the operating structure, and for the accuracy and integrity of financial and management information provided to the Board.
The Non-Executive Directors are responsible for:
Constructively challenging and helping develop proposals on strategy;
Scrutinising the performance of management against agreed objectives;
As the group has consumed more than 40,000 kWh of energy in this reporting period, it is required to report on its emissions, energy consumption or energy efficiency activities.
The group has followed the 2019 HM Government Environmental Reporting Guidelines. The group have used the 2025 UK Government’s Conversion Factors for Company Reporting.
The chosen intensity measurement ratio is total gross emissions in metric tonnes CO2e per £m of revenue, the recommended ratio for the sector.
We have installed energy-efficient ovens at several sites to reduce energy consumption and improve operational efficiency. We have also trialled the use of a voltage optimisation system at one of our sites to reduce electricity consumption.
The company has chosen in accordance with Companies Act 2006, s. 414C(11) to set out in the company's strategic report information required by Large and Medium-sized Companies and Groups (Accounts and Reports) Regulations 2008, Sch. 7 to be contained in the directors' report. It has done so in respect of arrangements made for the recruitment, continuing employment, training and career development of disabled persons, disclosure of the company’s policies on employee engagement, future developments, financial instrument risk management and details of engagement with suppliers and customers.
We have audited the financial statements of Rooster Topco Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 28 December 2025 which comprise the group statement of comprehensive income, the group balance sheet, the company balance sheet, the group statement of changes in equity, the company statement of changes in equity, the group statement of cash flows and notes to the financial statements, including 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).
Basis for opinion
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.
Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's and parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.
Other information
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of our audit:
The information given in the 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 strategic report and the directors' report have been prepared in accordance with applicable legal requirements.
The extent to which our procedures are capable of detecting irregularities, including fraud, is detailed below.
As part of our planning process:
We enquired of management the systems and controls the company and group has in place, the areas of the financial statements that are most susceptible to the risk of irregularities and fraud, and whether there was any known, suspected or alleged fraud.
We obtained an understanding of the legal and regulatory frameworks applicable to the company and group. We determined that the following were most relevant: Food hygiene, health and safety, employment law, FRS 102 and Companies Act 2006.
We considered the incentives and opportunities that exist in the company and group, including the extent of management bias, which present a potential for irregularities and fraud to be perpetuated, and tailored our risk assessment accordingly.
Using our knowledge of the company and group, together with the discussions held with the company at the planning stage, we formed a conclusion on the risk of misstatement due to irregularities including fraud and tailored our procedures according to this risk assessment.
The key procedures we undertook to detect irregularities including fraud during the course of the audit included:
Testing journal entries, in particular any that were significant and unusual.
Reviewing the financial statement disclosures and determining whether accounting policies have been appropriately applied.
Assessing the extent of compliance, or lack of, with the relevant laws and regulations
Testing key revenue lines for evidence of management bias.
Obtaining third-party confirmation of material bank balances.
Documenting and verifying all significant related party balances and transactions.
Testing all material consolidation adjustments.
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements even though we have properly planned and performed our audit in accordance with auditing standards. The primary responsibility for the prevention and detection of irregularities and fraud rests with the directors.
A further description of our responsibilities is available on the Financial Reporting Council’s website at: https://www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's 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 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 auditor's 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.
As permitted by s408 Companies Act 2006, the company has not presented its own profit and loss account and related notes. The company’s loss for the period was £470,258.
Rooster Topco Limited (“the company”) is a private limited company domiciled and incorporated in England and Wales. The registered office is 36-40 Maple Street, London, United Kingdom, W1T 6HE.
The group consists of Rooster Topco Limited and all of its subsidiaries.
The current and first reporting period is from the date of incorporation 16 December 2024 to 28 December 2025.
These financial statements have been prepared in accordance with FRS 102 “The Financial Reporting Standard applicable in the UK and Republic of Ireland” (“FRS 102”) and the requirements of the Companies Act 2006.
The financial statements are prepared in sterling, which is the functional currency of the company. Monetary amounts in these financial statements are rounded to the nearest £.
The financial statements have been prepared under the historical cost convention. The principal accounting policies adopted are set out below.
The company is a qualifying entity for the purposes of FRS 102, being a member of a group where the parent of that group prepares publicly available consolidated financial statements, including this company, which are intended to give a true and fair view of the assets, liabilities, financial position and profit or loss of the group. The company has therefore taken advantage of exemptions from the following disclosure requirements for parent company information presented within the consolidated financial statements:
Section 7 ‘Statement of Cash Flows’: Presentation of a statement of cash flow and related notes and disclosures;
Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instrument Issues’: Interest income/expense and net gains/losses for each category of financial instrument;
Section 33 'Related Party Disclosures': Compensation for key management personnel.
The consolidated group financial statements consist of the financial statements of the parent company Rooster Topco Limited together with all entities controlled by the parent company (its subsidiaries).
All financial statements are made up to 28 December 2025. Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by other members of the group.
All intra-group transactions and balances between group companies are eliminated on consolidation.
Subsidiaries are consolidated in the group’s financial statements from the date that control commences until the date that control ceases.
The financial statements have been prepared on a going concern basis. The directors have assessed the company and group's ability to continue as a going concern and are satisfied that with the ongoing support of Lemon Pepper Holdings Limited it has sufficient resources to do so for the foreseeable future, being a period of at least twelve months from the date of approval of these financial statements.
In making this assessment, the directors have considered, with reference to group forecasts, Lemon Pepper Holdings Limited's strong cash flow position and a sustained level of significant growth in recent periods. Combined with access to further revolving credit facilities if required.
Turnover represents amounts receivable for food and drink net of VAT.
Revenue from the sale of food and drink is recognised net of refunds and promotional discounts, when the significant risks and rewards of ownership of the goods have passed to the buyer (at the point of sale), the amount of revenue can be measured reliably, it is probable that the economic benefits associated with the transaction will flow to the entity and the costs incurred or to be incurred in respect of the transaction can be measured reliably.
The gain or loss arising on the disposal of an asset is determined as the difference between the sale proceeds and the carrying value of the asset, and is recognised in the profit and loss account.
In the parent company financial statements, investments in subsidiaries, associates and jointly controlled entities are initially measured at cost and subsequently measured at cost less any accumulated impairment losses.
A subsidiary is an entity controlled by the group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities.
At each reporting period end date, the group reviews the carrying amounts of its tangible and intangible assets to determine whether there is any indication that those assets have suffered an impairment loss. If any such indication exists, the recoverable amount of the asset is estimated in order to determine the extent of the impairment loss (if any).
Recoverable amount is the higher of fair value less costs to sell and value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset for which the estimates of future cash flows have not been adjusted.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised immediately in profit or loss.
The group has elected to apply the provisions of Section 11 ‘Basic Financial Instruments’ and Section 12 ‘Other Financial Instruments Issues’ of FRS 102 to all of its financial instruments.
Financial instruments are recognised in the group's balance sheet when the group becomes party to the contractual provisions of the instrument.
Financial assets and liabilities are offset and the net amounts presented in the financial statements when there is a legally enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Basic financial assets, which include debtors and cash and bank balances, are initially measured at transaction price including transaction costs and are subsequently carried at amortised cost using the effective interest method. Financial assets classified as receivable within one year are not amortised.
Financial assets, other than those held at fair value through profit and loss, are assessed for indicators of impairment at each reporting end date.
Financial assets are impaired where there is objective evidence that, as a result of one or more events that occurred after the initial recognition of the financial asset, the estimated future cash flows have been affected. If an asset is impaired, the impairment loss is the difference between the carrying amount and the present value of the estimated cash flows discounted at the asset’s original effective interest rate. The impairment loss is recognised in profit or loss.
Financial assets are derecognised only when the contractual rights to the cash flows from the asset expire or are settled, or when the group transfers the financial asset and substantially all the risks and rewards of ownership to another entity, or if some significant risks and rewards of ownership are retained but control of the asset has transferred to another party that is able to sell the asset in its entirety to an unrelated third party.
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangements entered into. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities.
Basic financial liabilities, including creditors, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price. Financial liabilities classified as payable within one year are not amortised.
Debt instruments are subsequently carried at amortised cost, using the effective interest rate method.
Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Amounts payable are classified as current liabilities if payment is due within one year or less. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.
Financial liabilities are derecognised when the group's contractual obligations expire or are discharged or cancelled.
Equity instruments issued by the group are recorded at the proceeds received, net of transaction costs. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the group.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in the profit and loss account because it excludes items of income or expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting end date.
Deferred tax liabilities are generally recognised for all timing differences and deferred tax assets are recognised to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits. Such assets and liabilities are not recognised if the timing difference arises from goodwill or from the initial recognition of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting end date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset is realised. Deferred tax is charged or credited in the profit and loss account, except when it relates to items charged or credited directly to equity, in which case the deferred tax is also dealt with in equity. Deferred tax assets and liabilities are offset if, and only if, there is a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority.
The costs of short-term employee benefits are recognised as a liability and an expense, unless those costs are required to be recognised as part of the cost of stock or fixed assets.
The cost of any unused holiday entitlement is recognised in the period in which the employee’s services are received.
Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due.
Rentals payable under operating leases are charged to profit or loss on a straight line basis over the term of the relevant lease.
Rental income from operating leases is recognised on a straight line basis over the term of the relevant lease.
Transactions in currencies other than pounds sterling are recorded at the rates of exchange prevailing at the dates of the transactions. At each reporting end date, monetary assets and liabilities that are denominated in foreign currencies are retranslated at the rates prevailing on the reporting end date. Gains and losses arising on translation in the period are included in profit or loss.
Exchange differences arising on the translation of subsidiaries with a different functional currency to the parent are included in other comprehensive income.
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amount of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised where the revision affects only that period, or in the period of the revision and future periods where the revision affects both current and future periods.
The following judgements have had the most significant effect on amounts recognised in the financial statements.
Management have considered the classification of the preferences shares issued during the period. They believe this to be correctly classified as a financial liability given a fixed and non-discretionary dividend, and being mandatorily redeemable at a fixed / determinable date. See further detail at notes 18 and 22.
The average monthly number of persons (including directors) employed by the group and company during the period was:
Their aggregate remuneration comprised:
The actual charge for the period can be reconciled to the expected credit for the period based on the profit or loss and the standard rate of tax as follows:
At the period end, unutilised tax losses carried forward amount to £5,150,819 for the group and £77,531 for the company.
On 30 January 2025, the company subscribed to 100% of the share capital of Rooster Midco Limited on incorporation.
On 30 January 2025, the group acquired 100% of the shareholding of Lemon Pepper Topco Limited. See note 23 for further information.
Details of the company's subsidiaries at 28 December 2025 are as follows:
Registered office key
Included within amounts owed by group undertakings falling due within one year are intercompany loans of £67,827,476. Interest is charged at 12% compounding annually.
Included within amounts owed by group undertakings due after one year are intercompany loan notes of £4,750,794. Interest is charged at 12% compounding annually.
The other creditors are secured by way of a fixed and floating charge over the assets of certain group members.
The other creditors are due for repayment by March 2032. Interest is charged at a floating rate of SONIA + 5%. The interest is payable in quarterly instalments.
The loans from group undertakings are not repayable until 2054. Interest compounds annually at 12%.
The preference shares are redeemable in 2054. They carry a fixed cumulative preferential dividend which compounds annually at 12%.
The following are the major deferred tax liabilities and assets recognised by the group and company, and movements thereon:
The deferred tax asset set out above is expected to reverse within 12 months and relates to the utilisation of tax losses against future expected profits of the same period.
A defined contribution pension scheme is operated for all qualifying employees. The assets of the scheme are held separately from those of the group in an independently administered fund.
During the period certain employees of Lemon Pepper Holdings Limited were granted B shares in the company. The directors, with reference to a third party valuation, consider the fair value of the shares to be immaterial to the financial statements.
On incorporation, 1 Ordinary share of £0.01 was issued at par. On 30 January 2025 the ordinary share was redesignated as 1 A Ordinary share.
On 30 January 2025, a further 2,612,967 A Ordinary shares of £0.01 were issued at £1 each.
The Ordinary A shares carry the right to vote, the right to receive dividends, and the right to distribution of capital. The Ordinary A shares are not redeemable.
On 30 January 2025, 421,340 B Ordinary shares of £0.01 were issued at £1 each.
On 19 August 2025, a further 13,064 B Ordinary shares of £0.01 were issued at £3.50 each.
On 17 November 2025, a further 32,661 B Ordinary shares of £0.01 were issued at £3.50 each.
The Ordinary B shares do not carry the right to vote. They do carry the right to receive dividends and the right to distribution of capital. The Ordinary B shares are not redeemable.
On 30 January 2025, 72,261,546 preference shares of £0.01 were issued at £1 each.
The Preference shares do not carry the right to vote. They do carry the right to receive dividends and the right to distribution of capital. They are redeemable.
On 30 January 2025 the group acquired 100% percent of the issued capital of Lemon Pepper Topco Limited. Its subsidiaries (Lemon Pepper Midco Limited, Lemon Pepper Holdings Limited, Lemon Pepper Bullring Limited, Lemon Pepper Cabot Limited and Lemon Pepper Oracle Limited) were also acquired.
The goodwill arising on the acquisition of the business is attributable principally to the expected future economic benefits arising from the Lemon Pepper Group that are not individually identifiable and separately recognised.
During the period, an entity acting as security agent for a minority shareholder in the wider group, has secured floating charges over the undertakings of several subsidiaries to secure loan facilities. The contingent liability in this respect amounted to £107,500,000 as at 28 December 2025.
At the reporting end date the group had outstanding commitments for future minimum lease payments under non-cancellable operating leases, which fall due as follows:
Subsequent to the year-end, the Group signed a development agreement for exclusive rights to expand the Wingstop brand in Poland.
Prior to its acquisition a subsidiary entered into a 30 year franchising agreement with a shareholder.
During the period, the Group paid £12,583,374 to a shareholder in respect to franchise fees and £296,467 of expense reimbursements in respect to the acquisition. At 28 December 2025, £678,421 of the balance was still payable.
During the period the Group paid fees relating to the acquisition of £179,286 to an entity related through ownership.
During the period the Group borrowed £107,500,000 from a direct lender who is a minority shareholder in the wider group. The Group incurred interest and fees of £10,581,763 related to these borrowings.