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Registration number: 06753143 (England & Wales)

Hamsard 3145 Limited

Annual Report and Consolidated Financial Statements

for the Period from 29 December 2024 to 27 December 2025

 

Hamsard 3145 Limited

Contents

Company Information

1

Strategic Report

2 to 4

Directors' Report

5 to 7

Statement of Directors' Responsibilities

8

Independent Auditor's Report

9 to 11

Consolidated Profit and Loss Account

12

Consolidated Statement of Comprehensive Income

13

Consolidated Balance Sheet

14

Balance Sheet

15

Consolidated Statement of Changes in Equity

16

Statement of Changes in Equity

17

Consolidated Statement of Cash Flows

18

Notes to the Financial Statements

19 to 36

 

Hamsard 3145 Limited

Company Information

Directors

G Brand

N Smith

P Spinks

H Jones

D Boynton

M Pritchard

Company secretary

N Smith

Registered office

First Floor West 25 Western Avenue
Milton Park
Abingdon
Oxfordshire
OX14 4SH

Solicitors

Squire Patton Boggs (UK) LLP
7 Devonshire Square
Cutlers Garden
London
EC2M 4YH

Bankers

Lloyds Banking Group plc
Bristol 1
Harbourside
10 Canons Way
Bristol
BS1 5LF

Barclays Bank PLC
1 Churchill Place
London
E14 5HP

Oaknorth PLC
57 Broadwick Street
London
W1F 9QS

Auditors

Hazlewoods LLP Staverton Court
Staverton
Cheltenham
GL51 0UX

 

Hamsard 3145 Limited

Strategic Report for the period from 29 December 2024 to 27 December 2025

The directors present their strategic report for the period from 29 December 2024 to 27 December 2025.

Principal activity

The principal activity of the company is to source and sell the highest quality tea, coffee and hot chocolate from around the world together with everything that enriches the experience of consuming them. We aim to leverage 140 years of British heritage to build a brand through developing enduring relationships with our customers. Our products are affordable luxuries that are perfect as self-treats or as gifts.

Routes to market include directly operated UK stores, global ecommerce, international franchise stores and worldwide wholesale.
 

Fair review of the business and future developments

The results for the period and financial position of the group are as shown in the annexed financial statements.

Financial highlights:

-

Revenue of £57m, up 15% year on year – driven by domestic like-for-like growth of +13%.

-

Gross margin continues to improve year on year, despite continued cost pressures through the supply chain, such as tariffs, and commodity costs.

-

Net profit of £3.1m, up 98% YoY.

Another strong year of growth for the business, with net sales of £57m representing growth of 14% year on year - the fifth consecutive year of growth for the brand., demonstrating the growing appeal of our products.

In the UK, like-for-like sales growth of 13% significantly outpaced the sector, driven by a year-on-year double digit increase in traffic. The store portfolio remained healthy with all open stores contributing positively. The portfolio was further bolstered by the openings of Trafford, Bluewater, Kingston, and Shaftesbury Avenue.

Our customer growth story continued with the active database growing 13% year on year, whilst our loyalty community grew to over 900k members in just under fifteen months from launch. This was driven by a reduction in customer churn, more targeted win-back campaigns, and improved acquisition.

Globally, the business continued to invest in its international infrastructure with the opening of an Asia hub in September 2025, alongside our first seasonal pop-up locations in Hong Kong and New York. From a Wholesale perspective there was a continued focus on building presence across Asia, the US, and EMEA. A key milestone in the year was the opening of Avolta duty free across all Heathrow terminals, along with a new listing, in selected airports, via Chian Duty Free.

New product development remained a strong driver of growth. New Tea flavours, Innovative hot chocolates, confectionery, and new ceramic ranges all amongst the highlights.

Global uncertainty and cost headwinds remain a key challenge as we move into FY26. Staffing, energy, commodity, and freight costs are consistently on the rise.

However, the business enters FY26 with strong momentum and remains focused on a clear set of strategic priorities.

Key initiatives for the year ahead include: the 140th anniversary celebrations anchored around the Chelsea Flower Show in May; the continued rollout of travel retail partnerships; and further investment in brand, content and product innovation.
 

 

Hamsard 3145 Limited

Strategic Report for the period from 29 December 2024 to 27 December 2025

Section 172(1) statement

The directors of the group must act in accordance with the duties detailed in section 172 of the Companies Act 2006 which is summarised as follows:

A director of a group must act in the way he considers, in good faith, would be most likely to promote the success of the group for the benefit of its members as a whole, and in doing so have regard (amongst other matters) to:

(a) The likely consequences of any decision in the long-term
The directors have acted in a way which they consider, in good faith, would be most likely to promote the success of the group. The group is headed by an effective board who bring a wide range of commercial and financial experience which is responsible for the long-term success of the group. The business plan was designed to have a long-term beneficial impact on the group and to contribute to its success in delivering new and better-quality products for our customers in 2023 and beyond. We will continue to operate our business within tight budgetary controls but seeking to increase the group’s rate of growth and market share.

(b) The interests of the group's employees
We value our employees and continue to seek to recruit, retain and develop our talent. Our employees actively pursue opportunities for personal development and career progression with the support from management; a culture of inclusion and diversity; compensation and benefits and the ability to make a difference. We undertake various surveys and operate forums to foster participation in group events, invite opinions, questions and ideas to ensure our policies remain fit for purpose.

(c) The need to foster the group's business relationships with suppliers, customers and others
We aim to act responsibly and fairly in how we engage with our suppliers, customers and our investors all of whom are integral to the success of our business. We work with our suppliers closely in order to facilitate positive business relationships. We provide detailed management information to our Board and investors on a monthly basis.

(d) The impact of the group's operations on the community and environment
Our plan takes into account the impact of the group’s operations on the community and environment and our wider societal responsibilities. The business continues to make positive changes towards the company’s impact on the community and the environment, such as the increase in recyclable/biodegradable packaging in our products and our membership of the Ethical Tea Partnership.

(e) The desirability of the group maintaining a reputation for high standards of business conduct
As the Board of Directors, our intention is to behave responsibly and ensure that management operate the business in a responsible manner, operating within the high standards of business conduct and good governance expected for a business such as ours and in doing so, will contribute to the delivery of our plan. The board has a low risk appetite for reputational risk and therefore the reputational risk of decisions is always considered before being included in the group’s plans.

(f) The need to act fairly between members of the group
As the Board of Directors, our intention is to behave responsibly towards our shareholders and treat them fairly and equally, so they may benefit from the successful delivery of our plan. Our ultimate shareholder, EPE Special Opportunities Limited, is in regular contact with the directors. Performance updates are provided through established mechanisms.

Other major stakeholder groups include the group’s insurers, bankers, advisors, auditors, regulators and HMRC. With all these stakeholder groups, the directors maintain regular and open dialogue to ensure that all parties are kept informed. The directors believe this is essential to building strong working relationships.

 

Hamsard 3145 Limited

Strategic Report for the period from 29 December 2024 to 27 December 2025

Principal risks and uncertainties

The execution of the group’s strategy is subject to a number of risks, which are more closely related to the activities of its trading subsidiary, Whittard Trading Limited. The process of identifying and managing risk is overseen by the directors and management.

The key business risks and uncertainties affecting the group, and how these risks are mitigated are summarised as:

Economy
The group's trading performance is influenced by the wider UK economic environment, including consumer confidence, inflation, and interest rates, which affect discretionary spending by customers. The group monitors economic conditions and trading trends closely and retains flexibility on pricing, and product offering to respond to changes in consumer demand.

Minimum wage
The group is exposed to the risk of rising staff costs because of increases to the National Living Wage and National Minimum Wage, which represent a significant proportion of the group's cost base as a retailer. The group manages this risk through ongoing review of its staffing structure, productivity, and pricing strategy to mitigate the impact of mandated wage increases on profitability.

Supply chain
The group is dependent on third-party suppliers for the timely supply of stock and is exposed to risks including supplier failure, disruption to logistics, and cost increases driven by factors such as raw material prices, exchange rates, and freight costs. The group manages this risk by maintaining close relationships with a diverse range of suppliers, whilst monitoring supply chain performance to minimise the risk of disruption to trading.

Approved by the Board on 13 July 2026 and signed on its behalf by:


N Smith
Director

 

Hamsard 3145 Limited

Directors' Report for the Period from 29 December 2024 to 27 December 2025

The directors present their report and the for the period from 29 December 2024 to 27 December 2025.

Directors of the company

The directors who held office during the period were as follows:

G Brand

N Smith

P Spinks

H Jones

D Boynton

M Pritchard

R Hunter (Resigned 26 August 2025)

Future developments

The directors forecast growth in 2026 having implemented new strategic initiatives to drive growth, with the aim of continuing to improve their brand proposition to its current customers whilst also attracting new customers.

Information included in the Strategic Report

Information on the engagement with employees and engagement with suppliers, customers and others in included in the Strategic Report in the Section 172(1) Statement. The group’s business environment and risks, together with details of monitoring undertaken by the directors, are dealt with elsewhere in the Strategic Report.

Financial instruments

Objectives and policies
The group's financial instruments, other than derivatives, comprise cash and liquid resources, and various other items such as trade debtors, trade creditors etc. that arise directly from its operations. The main purpose of these financial instruments is to finance the operations of the group.

The main risks arising from the group's financial instruments are set out below:

Price risk, credit risk, liquidity risk and cash flow risk
Credit risk
The group is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this through credit control procedures and staged payments.

Liquidity risk
The group is funded through its working capital and by shareholder, connected party loans and bank facilities. The group aims to mitigate liquidity risk by managing cash generation by its operations and monitoring the group's trading results to ensure that it can meet future obligations as they fall due.

Cash Flow
The nature of the trading subsidiary's business, being that of a retailer, is such that the timing of cash flows is heavily weighted towards certain months of the year. The working capital demand is managed through the use of bank facilities provided to the group.

 

Hamsard 3145 Limited

Directors' Report for the Period from 29 December 2024 to 27 December 2025

Energy and emissions report

The table below summarises carbon emissions as required by the environmental reporting guidelines representing those of Whittard Trading Limited, the only group company within the scope of the reporting requirements, with the company itself exempt as its annual usage is less than 40,000 kWh per year.

2025

2024

Energy consumption used to calculate emissions

Electricity

kWh

719,743

674,531

Fuel

kWh

34,481

51,781

Total energy consumption

kWh

754,224

726,312

Electricity

tonnes CO2e

153

143

Fuel

tonnes CO2e

4

6

Total greenhouse gas emissions

tonnes CO2e

157

149

Greenhouse gas emissions per million of revenue

tonnes CO2e

2.76

2.98

Under the Streamlined Energy and Carbon Reporting regulations the group may report annually on greenhouse gas emissions from Scope 1 and Scope 2 Electricity, Gas and Transport.

The data is provided as tonnes of carbon dioxide equivalent (tCO2e) and has been compiled in line with the March 2019 BEIS “Environmental Reporting Guidelines”. All measured emissions from group activities are included. The carbon figures have been calculated using the BEIS carbon conversion factors for all fuels. We do not consider refrigerant losses on our air conditioning units to be material and as such these are not reported in our emissions data.

We have reported on the emissions sources required under the Companies Act 2006 (Strategic Report and Directors' Reports) Regulations 2013 apart from the exclusions noted. The reported sources fall within our Financial Statements and are for emissions over which we have financial control. We do not have responsibility for any emissions sources that are not included in our financial statements.

The group considers the environmental impact of its operations and has taken the following actions in the current period;
 

-

continued with our goal to remove single use plastics in our product packaging: and

-

maintained our membership of the Ethical Tea Partnership to ensure our tea gardens work to strict sustainable, ethical and socially responsible standards.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the group and company will continue in operational existence for a period of at least 12 months from the date of approval of these financial statements.

Management has undertaken an assessment of the group’s ability to continue as a going concern over this period. As at 27 December 2025, the group had net liabilities of £5,856,985 and net current assets of £3,113,317. In performing this assessment, management has considered the group’s current financial position, including its net liability position, together with forecast cash flows, available banking and other financing facilities, and expected future trading performance. The group reported a profit before tax of £2,863,228 for the year, and forecasts indicate continued profitability in future periods.

 

Hamsard 3145 Limited

Directors' Report for the Period from 29 December 2024 to 27 December 2025

In assessing the appropriateness of the going concern basis, management has prepared forecasts covering the period through to December 2027, including projected profit, cash flows and covenant compliance. These forecasts reflect managements expected trading performance, anticipated market conditions, and planned strategic initiatives, including continued investment in product development, retail optimisation and international expansion.

The forecasts indicate that the group is expected to generate sufficient cash flows to meet its liabilities as they fall due throughout the going concern assessment period. While forecast compliance with the financial covenants attached to the group's borrowing facilities is maintained, headroom against certain covenants is limited in specific periods and remains sensitive to changes in trading performance. Management has engaged proactively with its lenders regarding the Group's trading performance and financing arrangements. In addition, management has considered a range of downside scenarios, including reductions in forecast revenues and profitability.

In the event that trading performance is below forecast, management has identified a number of mitigating actions that are within its control, including the deferral of discretionary capital expenditure, reductions in discretionary operating expenditure and other cost-saving measures. In addition, the group's financing arrangements include an equity cure mechanism. Management has considered the history of financial support provided by the group's majority shareholder and, based on this track record and its continued investment in the group, believes that support would be available, if required.

Having considered the forecasts, available mitigating actions and financing arrangements, the directors have not identified any material uncertainties that would cast significant doubt on the group’s ability to continue as a going concern. Accordingly, the financial statements have been prepared on a going concern basis.

Employment of disabled persons

The group's policy is to recruit disabled workers for those vacancies that they are able to fill. All necessary assistance with initial training courses is given. Once employed, a career plan is developed so as to ensure suitable opportunities for each disabled person. Arrangements are made, wherever possible, for retraining employees who become disabled, to enable them to perform work identified as appropriate to their aptitudes and abilities.

Disclosure of information to the auditor

Each director has taken the steps that they ought to have taken as a director in order to make themselves aware of any relevant audit information and to establish that the company's auditor is aware of that information. The directors confirm that there is no relevant information that they know of and of which they know the auditor is unaware.

Reappointment of auditors

Hazlewoods LLP have expressed their willingness to continue in office.

Approved by the Board on 13 July 2026 and signed on its behalf by:

.........................................
N Smith
Director

 

Hamsard 3145 Limited

Statement of Directors' Responsibilities

The directors are responsible for preparing the Strategic Report, Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the directors to prepare financial statements for each financial year. Under that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the group and company and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

select suitable accounting policies and apply them consistently;

make judgements and accounting estimates that are reasonable and prudent;

state whether applicable UK Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements; and

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

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

 

Hamsard 3145 Limited

Independent Auditor's Report to the Members of Hamsard 3145 Limited

Opinion

We have audited the financial statements of Hamsard 3145 Limited (the 'parent company') and its subsidiaries (the 'group') for the period from 29 December 2024 to 27 December 2025, which comprise the Consolidated Profit and Loss Account, Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Balance Sheet, Consolidated Statement of Changes in Equity, Statement of Changes in Equity, Consolidated Statement of Cash Flows, and Notes to the Financial Statements, including a summary of significant accounting policies. The financial reporting framework that has been applied in their preparation is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion the financial statements:

give a true and fair view of the state of the group's and the parent company's affairs as at 27 December 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 auditor responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the group's ability to continue as a going concern for a period of at least twelve months from when the original financial statements were authorised for issue.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Other information

The directors are responsible for the other information. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether there is a material misstatement in the financial statements or a material misstatement of the other information. 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 matter 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 Strategic Report and Directors' Report for the financial period for which the financial statements are prepared is consistent with the financial statements; and

the Strategic Report and 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 our knowledge and understanding of the group and company and the environment obtained in the course of the audit, we have not identified material misstatements in the Strategic Report and the Directors' Report.

 

Hamsard 3145 Limited

Independent Auditor's Report to the Members of Hamsard 3145 Limited

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

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

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

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

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

Responsibilities of directors

As explained more fully in the Statement of Directors' Responsibilities set out on page 8, 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.

Auditor’s 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 auditor’s 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 financial statements.

Extent to which the audit was capable of detecting irregularities, including fraud

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:

We considered the nature of the group’s industry and its control environment and reviewed the group’s documentation of their policies and procedures relating to fraud and compliance with laws and regulations. We also enquired of management about their own identification and assessment of the risks of irregularities.

We obtained an understanding of the legal and regulatory framework that the group operates in and identified the key laws and regulations that had a direct effect on the determination of material amounts and disclosures in the financial statements, including the UK Companies Act and tax legislation, and, those that do not have a direct effect on the financial statements but compliance with which may be fundamental to the group’s ability to operate or to avoid a material penalty.

We discussed among the audit engagement team regarding the opportunities and incentives that may exist within the organisation for fraud and how and where fraud might occur in the financial statements.

In common with all audits under ISAs (UK), we are also required to perform specific procedures to respond to the risk of management override of controls. In addressing the risk of fraud through management override of controls, we tested the appropriateness of journal entries and other adjustments; assessed whether the judgements made in accounting estimates are indicative of a potential bias; and evaluated the business rationale of any significant transactions that are unusual or outside the normal course of business.

In addition to the above, our procedures to respond to the risks identified included the following:

reviewing financial statement disclosures by testing to supporting documentation to assess compliance with provisions of relevant laws and regulations described as having a direct effect on the financial statements;

performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatements due to fraud;

enquiring of management concerning actual and potential litigation and claims and instances of non-compliance with laws and regulations; and

reading minutes of meetings of those charged with governance.

 

Hamsard 3145 Limited

Independent Auditor's Report to the Members of Hamsard 3145 Limited

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council's website at 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.





Paul Fussell (Senior Statutory Auditor)
For and on behalf of Hazlewoods LLP, Statutory Auditor

Staverton Court
Staverton
Cheltenham
GL51 0UX

13 July 2026

 

Hamsard 3145 Limited

Consolidated Profit and Loss Account for the Period from 29 December 2024 to 27 December 2025

Note

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Turnover

3

57,506,275

49,839,440

Cost of sales

 

(19,684,268)

(17,887,335)

Gross profit

 

37,822,007

31,952,105

Administrative expenses

 

(34,087,434)

(29,668,022)

Other operating income

4

-

93,978

Operating profit

5

3,734,573

2,378,061

Interest waiver

6

382,466

500,000

Other interest receivable and similar income

7

10,875

40

Interest payable and similar charges

8

(1,264,686)

(1,313,985)

Profit before tax

 

2,863,228

1,564,116

Taxation

12

245,776

-

Profit for the financial period

 

3,109,004

1,564,116

Profit attributable to:

 

Owners of the company

 

3,109,004

1,564,116

The above results were derived from continuing operations.

 

Hamsard 3145 Limited

Consolidated Statement of Comprehensive Income for the Period from 29 December 2024 to 27 December 2025

2025
£

2024
£

Profit for the period

3,109,004

1,564,116

Foreign currency translation gains/(losses)

6,901

(1,332)

Total comprehensive income for the period

3,115,905

1,562,784

Total comprehensive income attributable to:

Owners of the company

3,115,905

1,562,784

 

Hamsard 3145 Limited

(Registration number: 06753143)
Consolidated Balance Sheet as at 27 December 2025

Note

27 December 2025
 £

28 December 2024
 £

Fixed assets

 

Intangible assets

13

280,958

149,437

Tangible assets

14

2,332,398

1,903,291

 

2,613,356

2,052,728

Current assets

 

Stocks

16

4,446,305

3,629,739

Debtors

17

7,053,463

4,899,923

Cash at bank and in hand

18

4,447,711

4,150,475

 

15,947,479

12,680,137

Creditors: Amounts falling due within one year

19

(12,834,162)

(10,539,451)

Net current assets

 

3,113,317

2,140,686

Total assets less current liabilities

 

5,726,673

4,193,414

Creditors: Amounts falling due after more than one year

19

(11,447,777)

(13,000,000)

Provisions for liabilities

21

(135,881)

(166,734)

Net liabilities

 

(5,856,985)

(8,973,320)

Capital and reserves

 

Called up share capital

23, 24

1,079

1,067

Share premium reserve

24

6,092

5,674

Capital redemption reserve

24

3

3

Foreign currency translation reserve

24

5,569

(1,332)

Profit and loss account

24

(5,869,728)

(8,978,732)

Total equity

 

(5,856,985)

(8,973,320)

Approved and authorised by the Board on 13 July 2026 and signed on its behalf by:
 

N Smith
Director

 

Hamsard 3145 Limited

(Registration number: 06753143)
Balance Sheet as at 27 December 2025

Note

27 December 2025
 £

28 December 2024
 £

Fixed assets

 

Intangible assets

13

11,600

50,000

Investments

15

170,102

70,101

 

181,702

120,101

Current assets

 

Debtors

17

3,149,479

5,895,402

Creditors: Amounts falling due within one year

19

(851,343)

(1,865,608)

Net current assets

 

2,298,136

4,029,794

Total assets less current liabilities

 

2,479,838

4,149,895

Creditors: Amounts falling due after more than one year

19

(3,000,000)

(13,000,000)

Net liabilities

 

(520,162)

(8,850,105)

Capital and reserves

 

Called up share capital

23, 24

1,079

1,067

Share premium reserve

24

6,092

5,674

Capital redemption reserve

24

3

3

Profit and loss account

24

(527,336)

(8,856,849)

Total equity

 

(520,162)

(8,850,105)

The company made a profit after tax for the financial period of £8,329,513 (2024 - profit of £1,640,072).

Approved and authorised by the Board on 13 July 2026 and signed on its behalf by:
 

N Smith
Director

 

Hamsard 3145 Limited

Consolidated Statement of Changes in Equity for the Period from 29 December 2024 to 27 December 2025
Equity attributable to the parent company

Share capital
£

Share premium
£

Capital redemption reserve
£

Foreign currency translation reserve
£

Profit and loss account
£

Total
£

At 29 December 2024

1,067

5,674

3

(1,332)

(8,978,732)

(8,973,320)

Profit for the period

-

-

-

-

3,109,004

3,109,004

Other comprehensive income

-

-

-

6,901

-

6,901

Total comprehensive income

-

-

-

6,901

3,109,004

3,115,905

New share capital subscribed

26

1,081

-

-

-

1,107

Purchase of own share capital

(14)

(663)

-

-

-

(677)

At 27 December 2025

1,079

6,092

3

5,569

(5,869,728)

(5,856,985)

Share capital
£

Share premium
£

Capital redemption reserve
£

Foreign currency translation
£

Profit and loss account
£

Total
£

At 31 December 2023

1,071

5,674

-

-

(10,542,849)

(10,536,104)

Profit for the period

-

-

-

-

1,564,116

1,564,116

Other comprehensive income

-

-

-

(1,332)

-

(1,332)

Total comprehensive income

-

-

-

(1,332)

1,564,116

1,562,784

Purchase of own share capital

(4)

-

3

-

1

-

At 28 December 2024

1,067

5,674

3

(1,332)

(8,978,732)

(8,973,320)

 

Hamsard 3145 Limited

Statement of Changes in Equity for the Period from 29 December 2024 to 27 December 2025

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 29 December 2024

1,067

5,674

3

(8,856,849)

(8,850,105)

Profit for the period

-

-

-

8,329,513

8,329,513

New share capital subscribed

26

1,081

-

-

1,107

Purchase of own share capital

(14)

(663)

-

-

(677)

At 27 December 2025

1,079

6,092

3

(527,336)

(520,162)

Share capital
£

Share premium
£

Capital redemption reserve
£

Profit and loss account
£

Total
£

At 31 December 2023

1,071

5,674

-

(10,496,922)

(10,490,177)

Profit for the period

-

-

-

1,640,072

1,640,072

Purchase of own share capital

(4)

-

3

1

-

At 28 December 2024

1,067

5,674

3

(8,856,849)

(8,850,105)

 

Hamsard 3145 Limited

Consolidated Statement of Cash Flows for the Period from 29 December 2024 to 27 December 2025

Note

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Cash flows from operating activities

Profit for the period

 

3,109,004

1,564,116

Adjustments to cash flows from non-cash items

 

Depreciation

5

631,538

417,632

Loss on disposal of intangible assets

15,409

-

Amortisation

5

94,862

23,996

Finance income

7

(10,875)

(40)

Finance costs

8

1,264,686

1,313,985

Interest waiver

6

(382,466)

(500,000)

Income tax expense

12

(245,776)

-

Foreign exchange gains/losses

 

6,901

(1,329)

 

4,483,283

2,818,360

Working capital adjustments

 

Increase in stocks

 

(816,566)

(104,918)

Increase in trade debtors

 

(1,201,947)

(1,969,792)

Increase in trade creditors

 

1,170,733

524,226

Decrease in provisions

 

(30,853)

-

Net cash flow from operating activities

 

3,604,650

1,267,876

Cash flows from investing activities

 

Interest received

10,875

40

Acquisitions of tangible assets

 

(1,098,816)

(1,681,917)

Proceeds from sale of tangible assets

 

-

6,207

Acquisition of intangible assets

 

(203,621)

(170,225)

Net cash flows from investing activities

 

(1,291,562)

(1,845,895)

Cash flows from financing activities

 

Interest and other finance costs paid

 

(1,584,413)

(801,821)

Proceeds from issue of ordinary shares, net of issue costs

 

1,107

-

Payments for purchase of own shares

 

(677)

-

Repayment of bank borrowing

 

(750,000)

-

Proceeds from bank loan draw downs

 

10,750,000

400,000

Repayment of other borrowing

 

(10,000,000)

(400,000)

Net cash flows from financing activities

 

(1,583,983)

(801,821)

Net increase/(decrease) in cash and cash equivalents

 

729,105

(1,379,840)

Cash and cash equivalents at 29 December 2024

18

3,718,606

5,098,445

Cash and cash equivalents at 27 December 2025

18

4,447,711

3,718,605

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

1

General information

The company is a private company limited by share capital, incorporated in the United Kingdom.

The address of its registered office is:
First Floor West 25 Western Avenue
Milton Park
Abingdon
Oxfordshire
OX14 4SH

 

2

Accounting policies

Summary of significant accounting policies and key accounting estimates

The principal accounting policies applied in the preparation of these financial statements are set out below. These policies have been consistently applied to all the years presented, unless otherwise stated.

Statement of compliance

These financial statements were prepared in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' and the Companies Act 2006.

Basis of preparation

These financial statements have been prepared using the historical cost convention except for, where disclosed in these accounting policies, certain items that are shown at fair value.

The presentational currency of the financial statements is UK £, being the functional currency of the primary economic environment in which the group operates. Monetary amounts in these financial statements are rounded to the nearest £.

The financial statements have been prepared for the period 29 December 2024 to 27 December 2025 (2024 - 31 December 2023 to 28 December 2024) to align with the group's retail calendar. The current and prior periods are therefore not directly comparable.

Summary of disclosure exemptions

Hamsard 3145 Limited meets the definition of a qualifying entity under FRS 102 and has therefore taken advantage of disclosure exemptions available to it in its separate financial statements. Exemptions have been taken in the company's financial statements in relation to financial instruments and presentation of a statement of cash flows.

Basis of consolidation
The consolidated financial statements consolidate the financial statements of the company and its subsidiary undertakings drawn up to 28 December 2025.

No Profit and Loss Account is presented for the company as permitted by section 408 of the Companies Act 2006.

A subsidiary is an entity controlled by the company. Control is achieved where the company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities.

The results of subsidiaries acquired or disposed of during the year are included in the Profit and Loss Account from the effective date of acquisition or up to the effective date of disposal, as appropriate. Where necessary, adjustments are made to the financial statements of subsidiaries to bring their accounting policies into line with those used by the group.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

The purchase method of accounting is used to account for business combinations that result in the acquisition of subsidiaries by the group. The cost of a business combination is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the business combination. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Any excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised is recorded as goodwill.

Inter-company transactions, balances and unrealised gains on transactions between the company and its subsidiaries, which are related parties, are eliminated in full.

Intra-group losses are also eliminated but may indicate an impairment that requires recognition in the consolidated financial statements.

Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group. Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the group’s equity therein. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the non-controlling shareholder’s share of changes in equity since the date of the combination.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the group and company will continue in operational existence for a period of at least 12 months from the date of approval of these financial statements.

Management has undertaken an assessment of the group’s ability to continue as a going concern over this period. As at 27 December 2025, the group had net liabilities of £5,856,985 and net current assets of £3,113,317. In performing this assessment, management has considered the group’s current financial position, including its net liability position, together with forecast cash flows, available banking and other financing facilities, and expected future trading performance. The group reported a profit before tax of £2,863,228 for the year, and forecasts indicate continued profitability in future periods.

In assessing the appropriateness of the going concern basis, management has prepared forecasts covering the period through to December 2027, including projected profit, cash flows and covenant compliance. These forecasts reflect management's expected trading performance, anticipated market conditions, and planned strategic initiatives, including continued investment in product development, retail optimisation and international expansion.

The forecasts indicate that the group is expected to generate sufficient cash flows to meet its liabilities as they fall due throughout the going concern assessment period. While forecast compliance with the financial covenants attached to the group's borrowing facilities is maintained, headroom against certain covenants is limited in specific periods and remains sensitive to changes in trading performance. Management has engaged proactively with its lenders regarding the Group's trading performance and financing arrangements. In addition, management has considered a range of downside scenarios, including reductions in forecast revenues and profitability.

In the event that trading performance is below forecast, management has identified a number of mitigating actions that are within its control, including the deferral of discretionary capital expenditure, reductions in discretionary operating expenditure and other cost-saving measures. In addition, the group's financing arrangements include an equity cure mechanism. Management has considered the history of financial support provided by the group's majority shareholder and, based on this track record and its continued investment in the group, believes that support would be available, if required.

Having considered the forecasts, available mitigating actions and financing arrangements, the directors have not identified any material uncertainties that would cast significant doubt on the group’s ability to continue as a going concern. Accordingly, the financial statements have been prepared on a going concern basis.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

Critical accounting judgements and key sources of estimation uncertainty
In the application of the group’s accounting policies, the directors are required to make judgements, estimates and assumptions about the carrying amounts 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 if the revision affects only that period, or in the period of the revision and future periods if the revision affects both current and future periods.

The provision for stock obsolescence requires management to estimate the recoverable value of inventories. This involves judgement in assessing; expected future demand for products; selling prices; historical and expected future stock usage patterns; and product life cycles and risk of discontinuation.The provision is calculated using a combination of ageing profiles and specific item reviews. Assumptions regarding future demand and pricing are inherently uncertain, particularly where market conditions are volatile or product lines change. Changes in these assumptions may lead to a material adjustment in the carrying value of inventory. The provision held at the year and amounts to £123,743 (2024 - £201,729).

The provision for dilapidations is based on management’s best estimate of the expenditure required to settle the obligation at the balance sheet date. This estimate involves significant judgement and is inherently uncertain as it depends on: the interpretation of lease terms and reinstatement obligations; the expected scope and extent of works required at lease end; current and forecast costs of labour and materials; discount rates applied where the time value of money is material; the timing of settlement, particularly where leases have multiple years remaining. Actual costs may differ from those estimated due to changes in market rates, regulatory requirements, or the final condition of the property at lease termination. The provision recognised at the year end is set out in note 21 to these financial statements.
 

Management have reviewed the intercompany borrowings and assessed the recoverability of these balances. Impairments are recognised where amounts are considered unlikely to be recovered. At the reporting date, the carrying amount of the provision is £nil (2024 - £8,302,789). The provision has been fully released during the year, reflecting the current and forecast profitability of the group, which supports the conclusion that the outstanding balances are fully recoverable.

The group has recognised a deferred tax asset of £245,776 (2024- £nil) in respect of carried forward tax losses. The recognition of this asset requires management judgement as to the likelihood of future taxable profits against which these losses can be utilised.

In assessing recoverability, management has considered current trading performance and approved forecasts, including assumptions regarding future profitability, growth rates and market conditions. Based on this assessment, management considers it probable that sufficient taxable profits will be generated to utilise the deferred tax asset.

Revenue recognition

Turnover comprises the fair value of the consideration received or receivable for the sale of goods in the ordinary course of the group’s activities. Turnover is shown net of sales/value added tax, returns, rebates and discounts and after eliminating sales within the group.

The group recognises revenue when the amount of revenue can be reliably measured; it is probable that future economic benefits will flow to the entity; and specific criteria have been met for each of the group's activities.

Foreign currency transactions and balances

Transactions in foreign currencies are initially recorded at the functional currency rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are retranslated into the respective functional currency of the entity at the rates prevailing on the reporting period date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing on the initial transaction dates.

Non-monetary items measured in terms of historical cost in a foreign currency are not retranslated.

Tax

The tax expense for the period comprises current and deferred tax. Tax is recognised in profit or loss, except that a change attributable to an item of income or expense recognised as other comprehensive income is also recognised directly in other comprehensive income.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the reporting date in the countries where the group operates and generates taxable income.

Deferred income tax is recognised on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated financial statements and on unused tax losses or tax credits in the Group. Deferred income tax is determined using tax rates and laws that have been enacted or substantively enacted by the reporting date.

The carrying amount of deferred tax assets are reviewed at each reporting date and a valuation allowance is set up against deferred tax assets so that the net carrying amount equals the highest amount that is more likely than not to be recovered based on current or future taxable profit.

Tangible assets

Tangible assets are stated in the balance sheet at cost, less any subsequent accumulated depreciation and subsequent accumulated impairment losses.

The cost of tangible assets includes directly attributable incremental costs incurred in their acquisition and installation.

Depreciation

Depreciation is charged so as to write off the cost of assets, other than land and properties under construction over their estimated useful lives, as follows:

Asset class

Depreciation method and rate

Fixtures, fittings & equipment

3 - 5 years on cost

Assets under construction

Not depreciated

Intangible assets

Goodwill arising on the acquisition of an entity represents the excess of the cost of acquisition over the group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the entity recognised at the date of acquisition. Goodwill is initially recognised as an asset at cost and is subsequently measured at cost less accumulated amortisation and accumulated impairment losses. Goodwill is held in the currency of the acquired entity and revalued to the closing rate at each reporting period date.

Separately acquired intangible assets are shown at historical cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Amortisation

Amortisation is provided on intangible assets so as to write off the cost, less any estimated residual value, over their useful life as follows:

Asset class

Amortisation method and rate

Website development costs

3-5 years

Goodwill

5 years

Software costs

3-5 years

Investments

Investments in equity shares which are publicly traded or where the fair value can be measured reliably are initially measured at fair value, with changes in fair value recognised in profit or loss. Investments in equity shares which are not publicly traded and where fair value cannot be measured reliably are measured at cost less impairment.

Interest income on debt securities, where applicable, is recognised in income using the effective interest method. Dividends on equity securities are recognised in income when receivable.

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and call deposits, and other short-term highly liquid investments that are readily convertible to a known amount of cash and are subject to an insignificant risk of change in value and integral cash management facilities.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

Trade debtors

Trade debtors are amounts due from customers for goods sold or services performed in the ordinary course of business.

Trade debtors are recognised initially at the transaction price. All trade debtors are repayable within one year and hence are included at the undiscounted cost of cash expected to be received. A provision for the impairment of trade debtors is established when there is objective evidence that the group will not be able to collect all amounts due according to the original terms of the debtors.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost is determined using the first-in, first-out (FIFO) method.

The cost of finished goods comprises direct materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the stocks to their present location and condition. At each reporting date, stocks are assessed for impairment. If stocks are 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.

Trade creditors

Trade creditors are obligations to pay for goods or services that have been acquired in the ordinary course of business from suppliers. Accounts payable are classified as current liabilities if the group does not have an unconditional right, at the end of the reporting period, to defer settlement of the creditor for at least twelve months after the reporting date. If there is an unconditional right to defer settlement for at least twelve months after the reporting date, they are presented as non-current liabilities.

Trade creditors are recognised initially at the transaction price and all are repayable within one year and hence are included at the undiscounted amount of cash expected to be paid.

Borrowings

Interest-bearing borrowings are initially recorded at fair value, net of transaction costs. Interest-bearing borrowings are subsequently carried at amortised cost, with the difference between the proceeds, net of transaction costs, and the amount due on redemption being recognised as a charge to the profit and loss account over the period of the relevant borrowing.

Interest expense is recognised on the basis of the effective interest method and is included in interest payable and similar charges.

Borrowings are classified as current liabilities unless the group has an unconditional right to defer settlement of the liability for at least twelve months after the reporting date.

Provisions

Provisions are recognised when the group has an obligation at the reporting date as a result of a past event, it is probable that the group will be required to settle that obligation and a reliable estimate can be made of the amount of the obligation.

Leases

Leases in which substantially all the risks and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases are charged to the profit or loss on a straight-line basis over the period of the lease.

Lease incentives

Lease incentives are written off against the group's rent charge over the term of the lease in accordance with Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'.

Share capital

Ordinary shares are classified as equity. Equity instruments are measured at the fair value of the cash or other resources received or receivable, net of the direct costs of issuing the equity instruments. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

Financial instruments


Classification
Financial instruments are classified and accounted for according to the substance of the contractual arrangement, as financial assets, financial liabilities or equity instruments. An equity instrument is any contract that evidences a residual interest in the assets of the group after deducting all of its liabilities. Where shares are issued, any component that creates a financial liability of the group is presented as a liability on the balance sheet. The corresponding dividends relating to the liability component are charged as interest expenses in the profit and loss account.

 Recognition and measurement
All financial assets and liabilities are initially measured at transaction price (including transaction costs), except for those financial assets classified as at fair value through profit or loss, which are initially measured at fair value (which is normally the transaction price excluding transaction costs), unless the arrangement constitutes a financing transaction. If an arrangement constitutes a financing transaction, the financial asset or financial liability is measured at the present value of the future payments discounted at a market rate of interest for a similar debt instrument.
 

Impairment
Assets, other than those measured at fair value, are assessed for indicators of impairment at each balance sheet date. If there is objective evidence of impairment, an impairment loss is recognised in profit or loss as described below.

A non financial asset is impaired where there is objective evidence that, as a result of one or more events that occurred after initial recognition, the estimated recoverable value of the asset has been reduced. The recoverable amount of an asset is the higher of its fair value less costs to sell and its value in use.

The recoverable amount of goodwill is derived from measurement of the present value of the future cash flows of the cash-generating units ('CGUs') of which the goodwill is a part. Any impairment loss in respect of a CGU is allocated first to the goodwill attached to that CGU, and then to other assets within that CGU on a pro-rata basis.

Where indicators exist for a decrease in impairment loss, and the decrease can be related objectively to an event occurring after the impairment was recognised, the prior impairment loss is tested to determine reversal. An impairment loss is reversed on an individual impaired asset to the extent that the revised recoverable value does not lead to a revised carrying amount higher than the carrying value had no impairment been recognised. Where a reversal of impairment occurs in respect of a CGU, the reversal is applied first to the assets (other than goodwill) of the CGU on a pro-rata basis and then to any goodwill allocated to that CGU.

For financial assets carried at amortised cost, the amount of an impairment is the difference between the asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original effective interest rate.

For financial assets carried at cost less impairment, the impairment loss is the difference between the asset’s carrying amount and the best estimate of the amount that would be received for the asset if it were to be sold at the reporting date.

Defined contribution pension obligation

A defined contribution plan is a pension plan under which fixed contributions are paid into a pension fund and the group has no legal or constructive obligation to pay further contributions even if the fund does not hold sufficient assets to pay all employees the benefits relating to employee service in the current and prior periods.

Contributions to defined contribution plans are recognised as employee benefit expense when they are due. If contribution payments exceed the contribution due for service, the excess is recognised as a prepayment.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

3

Turnover

The analysis of the group's turnover for the period from continuing operations is as follows:

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Sale of goods

57,506,275

49,839,440

The analysis of the group's turnover for the period by market is as follows:

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

UK

50,148,334

42,067,082

Europe

1,774,380

2,073,167

Rest of world

5,583,561

5,699,191

57,506,275

49,839,440

 

4

Other operating income

The analysis of the group's other operating income for the period is as follows:

29 December 2024 to 27 December 2025
£

31 December 2023 to 28 December 2024
£

Miscellaneous other operating income

-

93,978

 

5

Operating profit

Arrived at after charging

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Depreciation expense

631,538

417,632

Amortisation expense (included in administrative expenses)

94,862

23,996

Operating lease expense - property

4,867,820

4,271,175

Operating lease expense - other

53,662

33,478

Loss on disposal of property, plant and equipment

7,735

-

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

6

Interest waiver

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Waiver of interest on other borrowings

382,466

500,000

During the period, interest of £382,466 (2024 - £500,000) was waived on other borrowings as disclosed in note 20.

 

7

Other interest receivable and similar income

2025
£

2024
£

Interest income on bank deposits

10,875

40

 

8

Interest payable and similar expenses

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Interest on bank borrowings

377,691

-

Interest on loans with parent undertaking

835,617

1,308,876

Other finance costs

655

5,109

Amortisation of term loan fees

50,723

-

1,264,686

1,313,985

 

9

Staff costs

Group
The aggregate payroll costs (including directors' remuneration) were as follows:

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Wages and salaries

10,819,048

9,627,190

Social security costs

1,080,056

769,877

Pension costs, defined contribution scheme

174,548

158,024

12,073,652

10,555,091

The average number of persons employed by the group (including directors) during the period, analysed by category was as follows:

29 December 2024 to 27 December 2025
No.

31 December 2023 to 28 December 2024
 No.

Administration and support

75

69

Sales

463

404

538

473

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

Company
The company had no employees and incurred no staff costs.
 

 

10

Directors' remuneration

The directors' remuneration for the period was as follows:

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Remuneration

316,024

333,733

Contributions paid to defined contribution pension schemes

7,410

8,200

323,434

341,933

During the period, 1 (2024 - 1) director was accruing benefits under defined contribution pension schemes.

Certain directors are not remunerated by the company. A monitoring fee of £181,251 (2024 - £200,004) is charged to the company, part of which reflects the qualifying services of those certain directors.

In respect of the highest paid director:

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Remuneration

236,024

254,066

Company contributions to defined contribution pension schemes

7,410

8,200

 

11

Auditors' remuneration

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Audit of financial statements

47,675

43,500

Other fees to auditors

Taxation compliance services

11,500

12,000

All other non-audit services

130,395

2,130

141,895

14,130


 

Included within auditor's remuneration of the financial statements is £2,500 (2024 - £2,500) relating to the audit of the company's financial statements.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

12

Taxation

Tax (credited)/charged in the profit and loss account

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Deferred taxation

Arising from recognition of previously unrecognised deferred tax asset net of timing differences in the period

(245,776)

-

The tax on profit before tax for the period is lower than the standard rate of corporation tax in the UK (2024 - lower than the standard rate of corporation tax in the UK) of 25% (2024 - 25%).

The differences are reconciled below:

29 December 2024 to 27 December 2025
 £

31 December 2023 to 28 December 2024
 £

Profit before tax

2,863,228

1,564,116

Corporation tax at standard rate

715,807

391,029

Effect of revenues exempt from taxation

(191,234)

(250,000)

Effect of expense not deductible in determining taxable profit (tax loss)

169,749

168,508

Effect of foreign tax rates

-

18,989

Movements in unrecognised deferred tax asset

(1,057,715)

(392,791)

Depreciation on assets not qualifying for capital allowances

117,617

64,265

Total tax credit

(245,776)

-

Deferred tax

Group

Deferred tax assets and liabilities

2025

Asset
£

Fixed asset timing differences

(47,517)

Short term timing differences

46,559

Losses and other deductions

246,734

245,776

A deferred tax asset of £1,205,808 was not recognised in the prior period which arose from fixed asset timing differences of £181,066, short term timing differences of £198,726 and tax losses of £4,443,438 measured using the enacted tax rate of 25%.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

13

Intangible assets

Group

Goodwill
 £

Website development costs
 £

Software
 £

Total
£

Cost

At 29 December 2024

3,826,853

961,428

-

4,788,281

Transfers

-

38,171

-

38,171

Additions

-

123,645

79,976

203,621

Disposals

-

(15,409)

-

(15,409)

At 27 December 2025

3,826,853

1,107,835

79,976

5,014,664

Amortisation

At 29 December 2024

3,826,853

811,991

-

4,638,844

Amortisation charge

-

81,956

12,906

94,862

At 27 December 2025

3,826,853

893,947

12,906

4,733,706

Carrying amount

At 27 December 2025

-

213,888

67,070

280,958

At 28 December 2024

-

149,437

-

149,437

Company

Trademarks, patents and licenses
 £

Cost

At 29 December 2024

50,000

Disposals

(38,400)

At 27 December 2025

11,600

Carrying amount

At 27 December 2025

11,600

At 28 December 2024

50,000

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

14

Tangible assets

Group

Furniture, fittings and equipment
£

Assets in Course of Construction
 £

Total
£

Cost

At 29 December 2024

5,686,670

-

5,686,670

Additions

987,566

111,250

1,098,816

Disposals

(316,793)

-

(316,793)

Transfers

(38,171)

-

(38,171)

At 27 December 2025

6,319,272

111,250

6,430,522

Depreciation

At 29 December 2024

3,783,379

-

3,783,379

Charge for the period

631,538

-

631,538

Eliminated on disposal

(316,793)

-

(316,793)

At 27 December 2025

4,098,124

-

4,098,124

Carrying amount

At 27 December 2025

2,221,148

111,250

2,332,398

At 28 December 2024

1,903,291

-

1,903,291

 

15

Investments held as fixed assets

Company

27 December 2025
 £

28 December 2024
 £

Investments in subsidiaries

170,102

70,101

Subsidiaries

£

Cost or valuation

At 29 December 2024

70,101

Additions

100,001

At 27 December 2025

170,102

Carrying amount

At 27 December 2025

170,102

At 28 December 2024

70,101

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

Details of undertakings

Details of the investments (including principal place of business of unincorporated entities) in which the company holds 20% or more of the nominal value of any class of share capital are as follows:

Undertaking

Registered office

Proportion of voting rights and shares held

     

2025

2024

Subsidiary undertakings

Whittard Trading Limited

First Floor West 25 Western Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4SH.

100%

100%

 

     

Wei Tingde (Shanghai) Food Trading Co., Ltd

Unit 4704-A15,47th floor, No. 300 Huaihai Zhong Road, Huangpu District, Shanghai

100%

100%

 

     

Whittard Inc

251 Little Falls Drive, Wilmington, DE 19808

100%

100%

 

     

Hamsard 3814 Limited

First Floor West 25 Western Avenue, Milton Park, Abingdon, Oxfordshire, OX14 4SH.

100%

0%

 

     

Subsidiary audit exemptions

Hamsard 3145 Limited has issued a guarantee over the liabilities of Hamsard 3814 Limited (registered number 16239237) at 27 December 2025 under section 479C of Companies Act 2006. These entities are exempt from the requirements of the Act relating to the audit of individual accounts by virtue of Section 479A of the Act.

 

16

Stocks

 

Group

27 December 2025
 £

28 December 2024
 £

Retail stocks

4,446,305

3,629,739

 

17

Debtors

   

Group

Company

Note

27 December 2025
 £

28 December 2024
 £

27 December 2025
 £

28 December 2024
 £

Trade debtors

 

2,876,586

2,327,134

-

-

Amounts owed by group undertakings

 

-

-

3,149,479

5,895,402

Amounts due from related parties

 

46,680

7,771

-

-

Other debtors

 

1,903,356

754,554

-

-

Prepayments

 

1,981,065

1,810,464

-

-

Deferred tax assets

12

245,776

-

-

-

   

7,053,463

4,899,923

3,149,479

5,895,402

Less non-current portion

 

-

-

-

(5,895,402)

Total current trade and other debtors

 

7,053,463

4,899,923

3,149,479

-

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

18

Cash and cash equivalents

 

Group

27 December 2025
 £

28 December 2024
 £

Cash on hand

25,661

24,568

Cash at bank

4,422,050

4,125,907

4,447,711

4,150,475

Invoice discounting facility (note 20)

-

(431,869)

Cash and cash equivalents

4,447,711

3,718,606

 

19

Creditors

   

Group

Company

Note

27 December 2025
 £

28 December 2024
 £

27 December 2025
 £

28 December 2024
 £

Due within one year

 

Loans and borrowings

20

2,048,221

1,630,060

851,342

1,198,191

Trade creditors

 

7,444,495

6,103,598

-

-

Amounts due to group undertakings

 

-

-

-

667,417

Amounts due to related parties

 

34,725

154,255

-

-

Social security and other taxes

 

276,652

166,882

-

-

Other creditors

 

673,359

534,408

1

-

Accrued expenses

 

2,356,710

1,950,248

-

-

 

12,834,162

10,539,451

851,343

1,865,608

Due after one year

 

Loans and borrowings

20

11,447,777

13,000,000

3,000,000

13,000,000

 

20

Loans and borrowings

 

Group

Company

27 December 2025
 £

28 December 2024
 £

27 December 2025
 £

28 December 2024
 £

Current loans and borrowings

Bank borrowings

1,196,879

-

-

-

Other borrowings

851,342

1,630,060

851,342

1,198,191

2,048,221

1,630,060

851,342

1,198,191


 

 

Group

Company

27 December 2025
 £

28 December 2024
 £

27 December 2025
 £

28 December 2024
 £

Non-current loans and borrowings

Bank borrowings

8,447,777

-

-

-

Other borrowings

3,000,000

13,000,000

3,000,000

13,000,000

11,447,777

13,000,000

3,000,000

13,000,000

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025


Bank borrowings
Loans and borrowings of £9,644,656 include a facility A term loan of £4,000,000 and a facility B loan of £6,000,000, both with OakNorth Bank PLC. Term loan A is repayable in instalments over five years with the final instalment due on 26 August 2030. Term loan B matures and becomes repayable in full on 26 August 2030. Both loans are secured by a fixed and floating charges over the company's assets and the assets of other group entities. Interest is levied at varying rates between 4.75% and 5.25% above the Bank of England base rate. At year end interest of £354,775 is included within loans and borrowings. Loans and borrowings are stated net of debt costs capitalised of £710,119.

Other borrowings
Other borrowings include:

1) £3,000,000 (2024 - £13,000,000) of 10% Secured Loan Notes. The loan notes are secured by fixed and floating charges over the assets of the group and are subordinated to the group's senior banking facilities pursuant to the facilities agreement and intercreditor Agreement. The Loan Notes mature on 31 October 2030, or on the date at which an exit event occurs.

Under the terms of the facilities agreement entered into during 2025, repayment of Loan Note principal is subject to significant contractual restrictions. Principal repayments may only be made as a "permitted payment" and only on or after 31 January 2027, from excess cashflow, where the group's adjusted leverage ratio is below 1.50:1.00, no event of default is continuing or would arise as a result of the payment, and an equivalent amount has first been offered to the seniors lenders for prepayment of the senior facilities.

In the directors' judgement, these restrictions mean that the noteholders do not have the right to require repayment within twelve months of the reporting date and the group does not have an obligation to settle the loan notes within that period. Accordingly, the Loan Notes have been presented as creditors falling due after more than one year.

2) Accrued unpaid interest of £851,342 (2024 - £1,198,191) (group and company) on the loan notes above. Interest is charged at 10% per annum. During the period, interest of £382,466 (2024 - £500,000) was waived on interest amounts due.

3) £nil (2024 - £431,869) (group) in relation to an invoice finance facility within Whittards Trading Limited. The balance was secured over certain trade debtor balances.

 

21

Provisions for liabilities

Group

Dilapidations provisions
£

At 29 December 2024

166,734

Provisions used

(30,853)

At 27 December 2025

135,881

A provision for dilapidations is calculated based on average store closure costs in the current and previous two periods.

 

22

Pension and other schemes

Defined contribution pension scheme

The group operates a defined contribution pension scheme. The pension cost charge for the period represents contributions payable by the group to the scheme and amounted to £174,548 (2024 - £158,024).

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

23

Share capital

Allotted, called up and fully paid shares

 

27 December 2025

28 December 2024

 

No.

£

No.

£

Ordinary shares of £0.10000 each

10,000

1,000.0000

10,000

1,000.0000

"A" Ordinary shares of £0.00001 each

10

0.0001

10

0.0001

"B" Ordinary shares of £0.10000 each

786

78.6000

673

67.3000

 

10,796

1,079

10,683

1,067

New shares allotted

During the period, 113 "B" Ordinary shares having an aggregate nominal value of £25 were allotted for an aggregate consideration of £1,107.


Purchase of own share capital
On 2 May 2025, 135 "B" Ordinary shares with an aggregate nominal value of £13.50 were purchased by the company out of the proceeds of a new issue of shares and subsequently cancelled. These shares were acquired for total consideration of £677.


Rights, preferences and restrictions
The "A" ordinary shares of £0.00001 each have no voting rights and are entitled to dividends pari passu if a dividend is declared in excess of £2,000,000 on the ordinary shares of £0.10 each.

The "B" ordinary shares of £0.10 each have no voting rights and no rights to a dividend.

 

24

Reserves

Called up share capital
This represents the nominal value of the issued share capital.

Share premium reserve
This reserve contains the premium arising on the issue of share capital. Any transaction costs associated with the issuing of shares are deducted from the share premium.

Capital redemption reserve
This reserve represents the nominal value of shares cancelled.

Profit and loss account
This represents the cumulative profit or losses, net of dividends and other adjustments.

Foreign currency exchange reserve
This represents the cumulative profit or loss arising from the translation of items denominated in a foreign currency into the reporting currency of the Group.
 

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

25

Obligations under leases

Group

Operating leases

The total of future minimum lease payments is as follows:

27 December 2025
 £

28 December 2024
 £

Not later than one year

4,831,239

3,735,031

Later than one year and not later than five years

13,715,142

10,519,016

Later than five years

5,528,723

3,511,302

24,075,104

17,765,349

The amount of non-cancellable operating lease payments recognised as an expense during the period was £4,921,482 (2024 - £4,304,653).

 

26

Commitments

Group and Company

Capital commitments

The total amount contracted for in respect of shop fit outs but not provided in the financial statements was £198,000 (2024 - £Nil).

Other financial commitments

Hamsard 3145 Limited has a obligation to provide £1m of capital funding by 1 June 2052 to its subsidiary, Wei Tingde (Shanghai) Food Trading Co., Ltd.

 

27

Related party transactions

The company has taken advantage of the exemption afforded by FRS 102, Section 33, not to disclose related party transactions with other group companies which meet the criteria that all subsidiary undertakings which are party to the transactions are wholly owned by the ultimate controlling party. Amounts due to and from wholly related parties are disclosed within notes 17 and 19 to these financial statements.

Key management personnel are considered to be the directors of the group and key management personnel remuneration is disclosed in note 10 to the financial statements.

At 27 December 2025, the group owed amounts to ESO Investments Limited, its immediate controlling party of £3,000,000 (2024 - £13,000,000), the details of which are set out in note 20 to these financial statements. During the period, interest of £382,466 (2024 - £500,000) was waived on interest amounts due. As at 27 December 2025, other borrowings also included amounts for unpaid interest of £851,342 (2024 - £1,198,191).

During the period, the group sold goods worth £60,647 (2024 - £1,604) to EPIC Investment Partners (UK) Limited. At the balance sheet date £46,680 (2024 - £7,771) was due from EPIC Investment Partners (UK) Limited.

During the period, the group was charged monitoring fees of £218,751 (2024 - £200,004) by EPIC Investment Partners (UK) Limited, advisor to EPE Special Opportunities Limited. Other ad hoc expenditure of £92,622 (2024 - £102,685) was recharged to the company during the period. At the balance sheet date £34,725 (2024 - £34,255) was due to EPIC Investment Partners (UK) Limited.

During the period, the group made purchases of £nil (2024 - £1,000,000) from a company under common control.

 

Hamsard 3145 Limited

Notes to the Financial Statements for the Period from 29 December 2024 to 27 December 2025

 

28

Financial instruments

Group

Items of income, expense, gains or losses

2025

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

1,298,619

382,466

-

2024

Income
£

Expense
£

Net gains
£

Net losses
£

Financial liabilities measured at amortised cost

-

1,308,876

500,000

-

The total interest expense for financial liabilities not measured at fair value through profit or loss is £1,298,619 (2024 - £1,308,876).

 

29

Analysis of changes in net debt - group

At 29 December 2024
£

Cash flows
£

Other non-cash changes
£

At 27 December 2025
£

Cash and cash equivalents

Cash at bank and in hand

4,150,475

297,236

-

4,447,711

Invoice finance facility

(431,869)

431,896

-

27

3,718,606

729,132

-

4,447,738

Borrowings

Long term bank borrowings

-

(8,447,777)

-

(8,447,777)

Short term bank borrowings

-

(1,196,879)

-

(1,196,879)

Long term other borrowings

(13,000,000)

10,000,000

-

(3,000,000)

Short term other borrowings

(1,630,060)

1,660,283

(881,565)

(851,342)

(14,630,060)

2,015,627

(881,565)

(13,495,998)

 

(10,911,454)

2,744,759

(881,565)

(9,048,260)

Other non-cash changes relates to interest charged and accrued in the period of £1,213,308 less an interest waiver received in relation to interest previously accrued of £382,466 and loan arrangement fee amortisation of £50,723.

 

30

Control

The ultimate controlling party is EPE Special Opportunities Limited.