Company No: 11185436 (England and Wales)

Contents

• Company Information
• Balance Sheet
• Notes to the Financial Statements

DIRECTORS	P Honer
	E Warder

REGISTERED OFFICE	2 Leman Street
	London
	E1W 9US
	United Kingdom

COMPANY NUMBER

11185436 (England and Wales)

ACCOUNTANT	Gravita Business Services II Limited
	Aldgate Tower
	2 Leman Street
	London
	E1 8FA
	United Kingdom

	Note	2025		2024
		£		£
Fixed assets
Intangible assets	3	0		706
Tangible assets	4	234,001		609,621
		234,001		610,327
Current assets
Stocks		0		10,775
Debtors	5	75,794		229,345
Cash at bank and in hand		19,658		7,639
		95,452		247,759
Creditors: amounts falling due within one year	6	( 109,453)		( 783,194)
Net current liabilities		(14,001)		(535,435)
Total assets less current liabilities		220,000		74,892
Creditors: amounts falling due after more than one year	7	0		( 4,812)
Net assets		220,000		70,080
Capital and reserves
Called-up share capital	8	167		167
Share premium account		799,931		799,931
Other reserves		230,971		0
Profit and loss account		( 811,069 )		( 730,018 )
Total shareholders' funds		220,000		70,080

For the financial year ending 31 December 2025 the Company was entitled to exemption from audit under section 477 of the Companies Act 2006 relating to small companies.

Directors' responsibilities:

• The members have not required the Company to obtain an audit of its financial statements for the financial year in accordance with section 476;
• The directors acknowledge their responsibilities for complying with the requirements of the Companies Act 2006 with respect to accounting records and the preparation of financial statements; and
• These financial statements have been prepared and delivered in accordance with the provisions applicable to companies subject to the small companies regime and a copy of the Statement of Comprehensive Income has not been delivered.

The financial statements of Phew Foods Limited (registered number: 11185436) were approved and authorised for issue by the Board of Directors on 09 September 2026. They were signed on its behalf by:

P Honer Director

1. Accounting policies

The principal accounting policies are summarised below. They have all been applied consistently throughout the financial year and to the preceding financial year, unless otherwise stated.

General information and basis of accounting

Phew Foods Limited (the Company) is a private company, limited by shares, incorporated in the United Kingdom under the Companies Act 2006 and is registered in England and Wales. The address of the Company's registered office is 2 Leman Street, London, United Kingdom, E1W 9US.

The financial statements have been prepared under the historical cost convention, modified to include certain items at fair value, and in accordance with Section 1A of Financial Reporting Standard 102 (FRS 102) ‘The Financial Reporting Standard applicable in the UK and Republic of Ireland’ issued by the Financial Reporting Council and the requirements of the Companies Act 2006 as applicable to companies subject to the small companies regime.

The financial statements are presented in pounds sterling which is the functional currency of the Company and rounded to the nearest £.

Going concern

The financial statements have been prepared on a going concern basis even though at the balance sheet date the company's current liabilities exceeded its current assets by £14,001

The directors have received confirmation of continued financial support from the related parties and have prepared cash flow forecasts covering at least 12 months from the date of approval of the financial statements.

Turnover

Turnover is recognised at the fair value of the consideration received or receivable for goods and services provided in the normal course of business, and is shown net of VAT and other sales related taxes. The fair value of consideration takes into account trade discounts, settlement discounts and volume rebates.

Turnover is recognised when the significant risks and rewards are considered to have been transferred to the customer.

Intangible assets

Intangible assets acquired separately from a business are recognised at cost and are subsequently measured at cost less accumulated amortisation and accumulated impairment losses.

Intangible assets acquired on business combinations are recognised separately from goodwill at the acquisition date where it is probable that the expected future economic benefits that are attributable to the asset will flow to the entity and the fair value of the asset can be measured reliably; the intangible asset arises from contractual or other legal rights; and the intangible asset is separable from the entity.

Amortisation is recognised so as to write off the cost or valuation of assets less their residual values over their useful lives on the following bases:

Computer software	5 years straight line
Trademarks, patents and licences	15 years straight line

Tangible fixed assets

Tangible fixed assets are stated at cost or valuation, net of depreciation and any provision for impairment. Depreciation is provided on all tangible fixed assets, other than investment property and freehold land, at rates calculated to write off the cost or valuation, less estimated residual value, of each asset on a straight-line or reducing balance basis over its expected useful life, as follows:

Leasehold improvements	15 years straight line
Plant and machinery	15 years straight line
Fixtures and fittings	5 - 15 years straight line

Residual value represents the estimated amount which would currently be obtained from disposal of an asset, after deducting estimated costs of disposal, if the asset were already of the age and in the condition expected at the end of its useful life.

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 credited or charged to profit or loss.

Leases

The Company as lessee
Rentals payable under operating leases, including any lease incentives received, are charged to profit or loss on a straight line basis over the term of the relevant lease except where another more systematic basis is more representative of the time pattern in which economic benefits from the leases assets are consumed.

Impairment of assets

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 the Statement of Comprehensive Income as described below.

Non-financial assets
At each balance sheet date, the Company reviews 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). The recoverable amount of an asset is the higher of its fair value less costs to sell and its 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.

Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the recoverable amount of the cash-generating unit to which the asset belongs. An impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.

Recognised impairment losses are reversed if, and only if, the reasons for the impairment loss have ceased to apply. Where an impairment loss subsequently reverses, the carrying amount of the asset (or cash-generating unit) is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset (or cash-generating unit) in prior years. A reversal of an impairment loss is recognised immediately in profit or loss, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment loss is treated as a revaluation increase.

Stocks

Stocks are stated at the lower of cost and estimated selling price less costs to complete and sell. Cost 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, an assessment is made for impairment. Any excess of the carrying amount of stocks over its estimated selling price less costs to complete and sell is recognised as an impairment loss in profit or loss. Reversals of impairment losses are also recognised in profit or loss.

Cash and cash equivalents

Cash and cash equivalents are basic financial assets and include cash in hand, deposits held at call with banks, other short-term liquid investments with original maturities of three months or less, and bank overdrafts. Bank overdrafts are shown within borrowings in creditors: amounts falling due within one year.

Financial instruments

Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual provisions of the instrument.

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 Company after deducting all of its liabilities.

Financial assets and liabilities are only offset in the Balance Sheet when, and only when there exists a legally enforceable right to set off the recognised amounts and the Company intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

Basic financial assets
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 unless the arrangement constitutes a financing transaction, where the transaction is measured at the present value of the future receipts discounted at a market rate of interest. Financial assets classified as receivable within one year are not amortised.

Financial assets are derecognised when and only when the contractual rights to the cash flows from the financial asset expire or are settled, or the Company transfers to another party substantially all of the risks and rewards of ownership of the financial asset, or the Company, despite having retained some, but not all, significant risks and rewards of ownership, has transferred control of the asset to another party.

Basic financial liabilities
Basic financial liabilities, including creditors, bank loans, loans from fellow group companies and preference shares that are classified as debt, are initially recognised at transaction price unless the arrangement constitutes a financing transaction, where the debt instrument is measured at the present value of the future payments discounted at a market rate of interest. 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. If not, they are presented as non-current liabilities. Trade creditors are recognised initially at transaction price and subsequently measured at amortised cost using the effective interest method.

Equity instruments
Equity instruments issued by the Company are recorded at the fair value of cash or other resources received or receivable, net of direct issue costs. If payment is deferred and the time value of money is material, the initial measurement is on a present value basis. Dividends payable on equity instruments are recognised as liabilities once they are no longer at the discretion of the Company.

2. Employees

	2025		2024
	Number		Number
Monthly average number of persons employed by the Company during the year, including directors	2		2

3. Intangible assets

	Computer software		Trademarks, patents and licences		Total
	£		£		£
Cost
At 01 January 2025	32,110		2,384		34,494
Additions	0		2,500		2,500
Disposals	( 32,110)		( 4,884)		( 36,994)
At 31 December 2025	0		0		0
Accumulated amortisation
At 01 January 2025	32,110		1,678		33,788
Charge for the financial year	0		233		233
Disposals	( 32,110)		( 1,911)		( 34,021)
At 31 December 2025	0		0		0
Net book value
At 31 December 2025	0		0		0
At 31 December 2024	0		706		706

During the year, the Company transferred assets to HWH Restaurants (ONE) Limited, its related party , by way of a hive up, as part of a group reorganisation. The transfer was undertaken at book value.

4. Tangible assets

	Leasehold improve- ments		Plant and machinery		Fixtures and fittings		Total
	£		£		£		£
Cost
At 01 January 2025	428,936		263,360		366,025		1,058,321
Additions	2,919		19,097		13,187		35,203
Disposals	0		( 282,457)		( 379,212)		( 661,669)
At 31 December 2025	431,855		0		0		431,855
Accumulated depreciation
At 01 January 2025	169,176		99,050		180,474		448,700
Charge for the financial year	28,678		18,045		50,228		96,951
Disposals	0		( 117,095)		( 230,702)		( 347,797)
At 31 December 2025	197,854		0		0		197,854
Net book value
At 31 December 2025	234,001		0		0		234,001
At 31 December 2024	259,760		164,310		185,551		609,621

During the year, the Company transferred assets to HWH Restaurants (ONE) Limited, its related party , by way of a hive up, as part of a group reorganisation. The transfer was undertaken at book value.

5. Debtors

	2025		2024
	£		£
Amounts owed by connected companies	0		122,989
Other debtors	75,794		106,356
	75,794		229,345

6. Creditors: amounts falling due within one year

	2025		2024
	£		£
Bank loans	4,416		10,000
Trade creditors	78,870		82,074
Amounts owed to connected companies	0		243,720
Other creditors	26,167		447,400
	109,453		783,194

Bank loans are secured by way of a fixed and floating charge over the assets of the company.

7. Creditors: amounts falling due after more than one year

	2025		2024
	£		£
Bank loans	0		4,812

Bank loans are secured by way of a fixed and floating charge over the assets of the company.

8. Called-up share capital

	2025		2024
	£		£
Allotted, called-up and fully-paid
1,666,665 Ordinary shares of £ 0.0001 each	167		167

There is a single class of Ordinary shares. There are no restrictions on the distribution of dividends and repayment of capital.

9. Financial commitments

Commitments

	2025		2024
	£		£
Total future minimum lease payments under non-cancellable operating leases	813,616		908,616

10. Related party transactions

Other related party transactions

	2025		2024
	£		£
Amounts due to related parties	0		413,720
Amounts due from related parties	0		122,989

During the year, loans owing to the Company from other group members totalling £29,451 (2024: £nil) were written off.

On 31 December 2025, the Company’s trade, assets and liabilities (excluding cash at bank and in hand, property leases, rent deposits and dilapidations provisions) were hived up into HWH Restaurants (ONE) Limited.

11. Other reserves (Transfer of business to HWH Restaurants (One) Limited)

On 31 December 2025, the Company’s trade, assets and liabilities (excluding cash at bank and in hand, property leases, rent deposits and dilapidations provisions) were hived up into HWH Restaurants (ONE) Limited at book value and are reflected under merger accounting principles.

As a result of this transaction, a credit of £230,971 has been recognised in the Capital reserve, which represents the balancing figure from the balance sheet items hived up into HWH Restaurants (ONE) Limited. Under merger accounting principles, no gain or loss is recognised in the P&L.