REGISTERED NUMBER: 05280362 (England and Wales)

GROUP STRATEGIC REPORT, REPORT OF THE DIRECTORS AND

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE PERIOD 30TH DECEMBER 2024 TO 28TH DECEMBER 2025

FOR

1ST RATE INVESTMENT (UK) LIMITED

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

5

Report of the Independent Auditors

7

Consolidated Statement of Comprehensive Income

9

Consolidated Balance Sheet

10

Company Balance Sheet

11

Consolidated Statement of Changes in Equity

12

Company Statement of Changes in Equity

13

Consolidated Cash Flow Statement

14

Notes to the Consolidated Financial Statements

15

DIRECTORS:

Mr Z Abbasi

Mr I Suleman

REGISTERED OFFICE:

Suite 201 Churchill House

120 Bunns Lane

London

NW7 2AS

REGISTERED NUMBER:

05280362 (England and Wales)

AUDITORS:

PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

The directors present their strategic report of the company and the group for the period 30th December 2024 to 28th December 2025.

REVIEW OF BUSINESS

Turnover increased by 6.45% in the period to £43,673,265 (2024: £41,027,408).

Results and KPIs:

2025

2024

£

£

Turnover

43,673,265

41,027,408

Gross Profit

11,654,447

10,471,254

Profit/(loss) after tax

513,541

(60,679

)

Earnings before interest, taxation, depreciation and amortisation (EBITDA)

2,672,611

2,287,530

Amortisation and depreciation costs (including disposal profit/loss)

1,802,703

2,071,277

The increase in turnover is primarily due to price increases during the year and additional sales from two new restaurants.

The directors consider the results for the year to be satisfactory.

The directors consider staff numbers and their performance to be the key non-financial indicators, in particular staff retention and turnover levels are monitored. The directors also monitor stock control and waste management as key performance indicators and are continuously looking to improve in these areas based upon the findings.

The directors do not consider that any further analysis using non-financial key performance indicators, including those relating to environmental matters is necessary for an understanding of the performance and position of the business of the company.

PRINCIPAL RISKS AND UNCERTAINTIES

The principal risk to the group is changes in short term consumer habits. Both Kentucky Fried Chicken and the group monitor this and maintain a marketing policy with a view to smoothing these fluctuations.

Financial Instruments

The group's treasury activities are operated within policies and procedure approved by the Board, which include defined controls on the use of financial instruments to manage the group's risk.

Liquidity risk

The company finances its operations through a mixture of retained profits and financing from the parent company. The group monitors its cash balance on a regular basis to ensure that all foreseeable future needs can be met from available resources.

SECTION 172(1) STATEMENT

The Board of Directors confirms that, during the year under review, it has continued to promote the long-term success of the Group for the benefit of shareholders, whilst having due regard to the matters set out in section 172(1) (a) to (f) of the Companies Act 2006, being:

- the likely consequences of any decision in the long term

- the desirability of the Group maintaining a reputation for high standards of business conduct

- the impact of the Group's operations on the community and the environment

- the need to foster the Group's business relationships with customers

- the interests of the Group's colleagues

- the need to foster the Group's business relationships with suppliers, lenders and others

- the need to act fairly as between members of the Group.

Each of the Directors is mindful of their duties under section 172 (s172) to run the Group for the benefit of its shareholders, and in doing so, to take into account the long-term impact of any decisions on stakeholder relationships and the impact of its activities on its reputation for high standards of business conduct. We can only grow and prosper sustainably if we conduct ourselves in a responsible manner and have positive relationships with all of our stakeholders. This has been more evident than ever through inflationary pressures and staff shortages, as we balanced both short and long-term considerations, the need to preserve our financial stability, to protect our most vulnerable stakeholders. Throughout the year, we carefully listened to our customers, colleagues, suppliers and shareholders, and drew on their support and commitment as we move in protecting our business.

Although we have taken the matters set out in section 172 into consideration for some years, the Code now requires us to provide more specific information about how the Group and the Directors have considered them. The areas which are encompassed in s172 touch on everything that we do, and our Report contains many examples of how this operates in practice. Most of the day-to-day decision making and stakeholder engagement is carried out by our senior leadership team at the business level, but more material matters require the attention of the Board, and we describe below how they are considered through formal Board processes, and how the Board engages with stakeholders and oversee how the business acts.

COMMUNITY AND CHARITY

From the neighbourhoods where our stores are located to global initiatives providing food and support to people in need - we believe in doing our part. Bringing people together, inspiring change and making a difference in people's lives - it is important to our culture.

CUSTOMERS

Traditionally, we engage with our customers in order to accommodate their needs and aspirations. It is a fast pace retail environment and we continually look to evolve the business with the help of our franchisor who develops new products for the market. We are also looking long-term to move our estate into drive-through restaurants which are very popular with our customers.

COLLEAGUES

The Group has established a highly experienced and capable leadership team with extensive industry experience. Importantly, we are devoted to our employees and the unique culture that we have built, where pride is infectious and translates to satisfied guests at each of our restaurants.

SUPPLIERS AND LENDERS

We have worked with most of our major suppliers and lenders for some time now and continually strive to protect their needs as well as our own. During the financial year, and due to inflationary pressures, we continued to reach out to our suppliers to confirm that we would continue to pay them in full, whilst also communicating regularly with our lenders. The Group also honours its obligations under the facility agreement with the lenders.

SHAREHOLDERS

The Directors have had regard to the interests of the Company’s shareholders in all decision-making during the year, with a focus on promoting the long-term sustainable success of the business. In the context of ongoing inflationary pressures and cost increases, the Board has balanced the need to preserve cash and maintain financial resilience with the objective of delivering sustainable returns. This has included careful management of operating costs, maintaining appropriate liquidity levels, and evaluating pricing strategies to protect margins. The Directors remain committed to ensuring that the Company is well positioned to generate value for shareholders over the long term.

STREAMLINED ENERGY AND CARBON REPORTING (SECR)

The business reports an annual kWh usage of over 6.6m for the period ended in December 2025 (2024 - over 6.8m) as detailed below:

Period ended

Period ended

29 December 2025

24 December 2024

Energy consumption used to calculate emissions (kWh)

6,624,254

6,813,866

Energy consumption break down (kWh):

- Gas (Scope 1)

1,426,823

1,589,012

- Electricity (Scope 2)

5,153,232

5,157,124

- Transport Fuel (Scope 1 - Company Cars)

44,200

67,730

Scope 1 emissions in tonnes CO2e

- Gas

261

325

- Transport Fuel (Company Cars)

8

17

Scope 2 emissions in tonnes CO2e

- Electricity

912

1,068

Scope 3 emissions in tonnes CO2e

0

0

Total gross emissions in tonnes CO2e

1,181

1,410

Intensity ratio kg CO2e / million GBP turnover

0.027

0.034

-

The methodology used follows best practise and is based on HM Government Environmental Reporting Guidelines March 2019.

-

For December 2025 and 2024, all emissions factors are taken from UK Government GHG Conversion Factors for Company Reporting, 2025 factors.

-

Scope 1 (natural gas) and Scope 2 consumption data (electricity) was taken from validated and verified Utility Suppliers invoices.

-

Scope 1 (Company cars) mileage data was taken from internal records/logs.

-

Due to the nature of the business, the most applicable normalisation parameter relating to carbon emissions is 'annual turnover'. Therefore, the intensity ratio for B.J.R. Foods Ltd is kilograms of CO2e per million GBP turnover.

No energy efficiency measures were carried out during the period ended 28 December 2025; however, plans are currently being agreed moving forward.

ON BEHALF OF THE BOARD:

Mr Z Abbasi - Director

10th September 2026

The directors present their report with the financial statements of the company and the group for the period 30th December 2024 to 28th December 2025.

PRINCIPAL ACTIVITY

The principal activity of the parent company in the period under review was that of a holding company.

The principal activity of the trading subsidiary company in the period under review was that of the retail of Kentucy Fried Chicken.

DIVIDENDS

The total dividend distribution for the period ended 28th December 2025 was £1,170,000 (2024: £1,200,000).

EVENTS SINCE THE END OF THE PERIOD

Information relating to events since the end of the period is given in the notes to the financial statements.

DIRECTORS

The directors shown below have held office during the whole of the period from 30th December 2024 to the date of this report.

Mr Z Abbasi

Mr I Suleman

EMPLOYEE INVOLVEMENT

The group maintains procedures for the dissemination of information of particular concern to employees, and for receiving their views on important matters on policy.

The group accepts, for equal consideration, applications for employment from disabled persons and accordingly the employment of disabled persons is entirely dependent upon their experience, capability and suitability for the particular vacancy.

ENGAGEMENT WITH EMPLOYEES

The group maintains procedures for the dissemination of information of particular concern to employees and for receiving their views on important matters of policy.

DISABLED EMPLOYEES

The group accepts, for equal consideration, applications for employment from disabled persons and accordingly the employment of disabled persons is entirely dependent upon their experience, capability and suitability for the particular vacancy. Once employed by the group, disabled persons have the same rights, entitlements and opportunities as any other member of staff, including training, career development and promotions.

STATEMENT OF DIRECTORS' RESPONSIBILITIES

The directors are responsible for preparing the Group Strategic Report, the Report of the Directors 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 company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

-	make judgements and accounting estimates that are reasonable and prudent;

-	state whether applicable accounting standards have been followed, subject to any material departures disclosed and explained in the financial statements;

-	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 company's and the group's transactions and disclose with reasonable accuracy at any time the financial position of the company and the group 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 company and the group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT AS TO DISCLOSURE OF INFORMATION TO AUDITORS

So far as the directors are aware, there is no relevant audit information (as defined by Section 418 of the Companies Act 2006) of which the group's auditors are unaware, and each director has taken all the steps that he ought to have taken as a director in order to make himself aware of any relevant audit information and to establish that the group's auditors are aware of that information.

AUDITORS

The auditors, PSJ Alexander & Co, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

Mr Z Abbasi - Director

10th September 2026

Opinion

We have audited the financial statements of 1st Rate Investment (UK) Limited (the 'parent company') and its subsidiaries (the 'group') for the period ended 28th December 2025 which comprise the Consolidated Statement of Comprehensive Income, Consolidated Balance Sheet, Company Balance Sheet, Consolidated Statement of Changes in Equity, Company Statement of Changes in Equity, Consolidated Cash Flow Statement 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 of the parent company affairs as at 28th 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 Auditors' responsibilities for the audit of the financial statements section of our report. We are independent of the group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the 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 and the parent company's ability to continue as a going concern for a period of at least twelve months from when the financial statements are authorised for issue.

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

Other information

The directors are responsible for the other information. The other information comprises the information in the Group Strategic Report and the Report of the Directors, but does not include the financial statements and our Report of the Auditors 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 this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard.

Opinions on other matters prescribed by the Companies Act 2006

In our opinion, based on the work undertaken in the course of the audit:

-	the information given in the Group Strategic Report and the Report of the Directors for the financial year for which the financial statements are prepared is consistent with the financial statements; and

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

Matters on which we are required to report by exception

In the light of the knowledge and understanding of the group and the parent company and its environment obtained in the course of the audit, we have not identified material misstatements in the Group Strategic Report or the Report of the Directors.

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 five, 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 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.

Auditors' responsibilities for the audit of the financial statements

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue a Report of the Auditors 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.

The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below:

-

we reviewed the financial statement disclosures and tested to supporting documentation to assess compliance with provisions of relevant laws and regulations that have a direct effect on the financial statements;

-

we enquired with the management team concerning actual and potential litigation and claims;

-

we performed analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud;

-

we read minutes of meetings of those charged with governance;

-

we obtained an understanding of any provisions and held discussions with management to understand the basis of recognition or non-recognition of tax provisions/assets; and

-

we addressed the risk of fraud through management override of controls by testing the appropriateness of journal entries and other adjustments; assessing whether the judgements made in making accounting estimates are indicative of a potential bias; and evaluating the business rationale of any significant transactions that are unusual or outside the normal course of business.

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 for the audit of the financial statements is located on the Financial Reporting Council's website at www.frc.org.uk/auditorsresponsibilities. This description forms part of our Report of the Auditors.

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 a Report of the Auditors 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.

Vimal Shah (Senior Statutory Auditor)

for and on behalf of PSJ Alexander & Co

Chartered Accountants & Statutory Auditors

1 Doughty Street

London

WC1N 2PH

10th September 2026

TURNOVER

4

43,673,265

41,027,408

Cost of sales

32,018,818

30,556,154

GROSS PROFIT

11,654,447

10,471,254

Administrative expenses

10,806,695

10,276,238

847,752

195,016

Other operating income

22,156

21,237

OPERATING PROFIT and

PROFIT BEFORE TAXATION

869,908

216,253

Tax on profit

7

356,367

276,932

PROFIT/(LOSS) FOR THE FINANCIAL PERIOD

513,541

(60,679

)

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE INCOME FOR THE PERIOD

513,541

(60,679

)

Profit/(loss) attributable to:

Owners of the parent

513,541

(60,679

)

Total comprehensive income attributable to:

Owners of the parent

513,541

(60,679

)

FIXED ASSETS

Intangible assets

10

368,493

572,526

Tangible assets

11

4,726,878

4,146,500

Investments

12

-

-

5,095,371

4,719,026

CURRENT ASSETS

Stocks

13

323,772

299,025

Debtors

14

453,496

339,859

Cash at bank and in hand

2,954,101

4,415,230

3,731,369

5,054,114

CREDITORS

Amounts falling due within one year

15

4,753,139

5,379,281

NET CURRENT LIABILITIES

(1,021,770

)

(325,167

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,073,601

4,393,859

PROVISIONS FOR LIABILITIES

17

1,315,000

978,799

NET ASSETS

2,758,601

3,415,060

CAPITAL AND RESERVES

Called up share capital

18

100

100

Retained earnings

19

2,758,501

3,414,960

SHAREHOLDERS' FUNDS

2,758,601

3,415,060

The financial statements were approved by the Board of Directors and authorised for issue on 10th September 2026 and were signed on its behalf by:

Mr Z Abbasi - Director

FIXED ASSETS

Intangible assets

10

-

-

Tangible assets

11

-

-

Investments

12

7,738,266

7,738,266

7,738,266

7,738,266

CURRENT ASSETS

Debtors

14

4,423

1,264

Cash at bank

55,806

24,207

60,229

25,471

CREDITORS

Amounts falling due within one year

15

4,262,605

3,107,559

NET CURRENT LIABILITIES

(4,202,376

)

(3,082,088

)

TOTAL ASSETS LESS CURRENT LIABILITIES

3,535,890

4,656,178

CAPITAL AND RESERVES

Called up share capital

18

100

100

Retained earnings

19

3,535,790

4,656,078

SHAREHOLDERS' FUNDS

3,535,890

4,656,178

Company's profit for the financial year

49,712

1,235,586

The financial statements were approved by the Board of Directors and authorised for issue on 10th September 2026 and were signed on its behalf by:

Mr Z Abbasi - Director

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 25th December 2023

100

4,675,639

4,675,739

Changes in equity

Dividends

-

(1,200,000

)

(1,200,000

)

Total comprehensive income

-

(60,679

)

(60,679

)

Balance at 29th December 2024

100

3,414,960

3,415,060

Changes in equity

Dividends

-

(1,170,000

)

(1,170,000

)

Total comprehensive income

-

513,541

513,541

Balance at 28th December 2025

100

2,758,501

2,758,601

Called up

share

Retained

Total

capital

earnings

equity

£

£

£

Balance at 25th December 2023

100

4,620,492

4,620,592

Changes in equity

Dividends

-

(1,200,000

)

(1,200,000

)

Total comprehensive income

-

1,235,586

1,235,586

Balance at 29th December 2024

100

4,656,078

4,656,178

Changes in equity

Dividends

-

(1,170,000

)

(1,170,000

)

Total comprehensive income

-

49,712

49,712

Balance at 28th December 2025

100

3,535,790

3,535,890

Cash flows from operating activities

Cash generated from operations

25

1,887,919

3,683,296

Tax paid

-

54

Net cash from operating activities

1,887,919

3,683,350

Cash flows from investing activities

Purchase of intangible fixed assets

(96,918

)

(24,575

)

Purchase of tangible fixed assets

(2,106,783

)

(1,706,942

)

Sale of tangible fixed assets

24,653

2,067

Net cash from investing activities

(2,179,048

)

(1,729,450

)

Cash flows from financing activities

Loan repayments in period

-

(205,216

)

Equity dividends paid

(1,170,000

)

(1,200,000

)

Net cash from financing activities

(1,170,000

)

(1,405,216

)

(Decrease)/increase in cash and cash equivalents

(1,461,129

)

548,684

Cash and cash equivalents at beginning of period

26

4,415,230

3,866,546

Cash and cash equivalents at end of period

26

2,954,101

4,415,230

1.	STATUTORY INFORMATION

1st Rate Investment (UK) Limited is a private company, limited by shares, registered in England and Wales. The company's registered number is 05280362 and and registered office address is Suite 201 Churchill House, 120 Bunns Lane, London NW7 2AS, United Kingdom.

2.	STATEMENT OF COMPLIANCE

These financial statements have been 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.

3.	ACCOUNTING POLICIES

Basis of preparing the financial statements

The financial statements have been prepared under the historical cost convention.

Going Concern

The Group made profit after taxes amounting to £513,541 (2024: Loss of £60,679) and had net current liabilities of £1,021,770 (2024: £325,167), net assets of £2,758,601 (2024: £3,415,060) and bank balances of £2,954,101 (2024: £4,415,230). The Group has no external debts owed to third party lenders. The directors have assessed the going concern risks to the Group and have concluded that financial projections indicate that the Group will continue to meet its liabilities as they fall due over the next twelve months from the date of approval of these financial statements.

Based on these indications, the directors believe that it remains appropriate to prepare the consolidated financial statements on a going concern basis. The consolidated financial statements do not include any adjustments that would result in the basis of preparation being inappropriate.

Basis of consolidation

The financial statements consolidate the accounts of 1st Rate Investment (UK) Limited and all of its subsidiary undertakings. The results of subsidiaries acquired or disposed of during the year are included from or to the date that control passes.

The group applies the acquisition method to account for business combinations.

The cost of a business combination is the fair value of the consideration given, liabilities incurred or assumed and of equity instruments issued plus the costs directly attributable to the business combination. Where control is achieved in stages, the cost is the consideration at the date of each transaction.

On acquisition of a business, fair values are attributed to the identifiable assets, liabilities and contingent liabilities unless the fair value cannot be measured reliably, in which case the value is incorporated in goodwill. Where the fair value of contingent liabilities cannot be reliably measured they are disclosed on the same basis as other contingent liabilities.

Goodwill recognised represents the excess of the fair value and directly attributable costs of the purchase consideration over the fair values to the Group's interest in the identifiable net assets, liabilities and contingent liabilities acquired. Goodwill is amortised over its expected useful life. Goodwill is assessed for impairment when there are indicators of impairment and any impairment is charged to the income statement. Reversals of impairment are recognised when the reasons for the impairment no longer apply.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquire is re-measured to fair value at the acquisition date; any gains or losses arising from such remeasurement are recognised in profit or loss.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated. When necessary, amounts reported by subsidiaries have been adjusted to conform with the group's accounting policies.

Non-controlling interests

Non-controlling interests in the net assets of consolidated subsidiaries are identified separately from the Group's equity. Non-controlling interests consist of the amount of those interests at the date of the original business combination and the minority's share of changes in equity since the date of the combination.

The proportions of profit or loss and changes in equity allocated to the owners of the parent and to the non-controlling interests are determined on the basis of existing ownership interests and do not reflect the possible exercise or conversion of options or convertible instruments.

Critical accounting judgements and key sources of estimation uncertainty

The preparation of these financial statements requires management to make judgements, estimates and assumptions that affect amounts recognised for assets and liabilities at the reporting date and the amounts of revenue and expenses incurred during the reporting period. Actual outcomes may differ from these judgements, estimates and assumptions.

The judgements, estimates and assumptions that have the most significant effect on the carrying value of assets and liabilities of the Company as at the balance sheet date are discussed below.

- Estimation of useful economic lives of tangible fixed assets

Tangible fixed assets represent a significant proportion of the asset base of the Company. Therefore, the estimates and assumptions made to determine their carrying values and related depreciation are critical to the Company's financial position and performance.

The charge in respect of periodic depreciation is derived after determining an estimate of an asset's expected useful life and the expected residual value at the end of its life. Increasing an asset's expected life or its residual value would result in a reduced depreciation charge in the Income Statement.

The useful lives of assets are determined by management at the time the asset is acquired and reviewed annually for appropriateness. The lives are based on historical experience with similar assets as well as anticipation of future events, which may impact their life, such as changes in technology.

- Provisions for dilapidation and reinstatement costs

The Company recognises provisions for dilapidation and reinstatement costs when it has a present legal or constructive obligation as a result of a past event, it is probable that an outflow of economic benefits will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

The Company's obligation for dilapidation and reinstatement is significantly influenced by: (i) the franchise requirement to undertake major refurbishment every 10 years; and (ii) the economic performance of individual restaurants.

For profitable restaurants where continuation of operations is expected, the 10-year refurbishment cycle generally satisfies much of the restoration work that would otherwise be required at lease termination. In these cases, refurbishment expenditure is capitalised as part of the restaurant assets and depreciated over the expected useful life, and a reduced or nil dilapidation provision may be appropriate.

For underperforming or loss-making restaurants where closure is considered likely prior or close to the lease expiry, a full dilapidation and reinstatement provision is recognised to reflect the estimated costs of returning the premises to the condition required under the lease terms.

These provisions are measured at the best estimate of the expenditure required to settle the obligation at the reporting date, taking into account the specific refurbishment history of each location and the likelihood of lease renewal or early termination. Where the effect of the time value of money is material, the amount of the provision is the present value of the expenditures expected to be required to settle the obligation, using a discount rate that reflects current market assessments of the time value of money and the risks specific to the liability.

The determination of whether a dilapidation provision is required, and if so, its amount, represents a key source of estimation uncertainty. Management's assessment includes consideration of:

- individual restaurant performance metrics and forecasts;

- the timing of the next scheduled refurbishment within the 10-year cycle;

- the extent to which planned refurbishments would satisfy lease-end restoration requirements;

- the remaining lease term and renewal options; and

- historical costs of both refurbishments and full site restorations.

The carrying amount of any provision is reviewed at each reporting date and adjusted to reflect management's current best estimate. Estimates are based on the Company's historical experience of restaurant refurbishments and closures and, where appropriate, reports from independent quantity surveyors. Changes in provisions are recognised in profit or loss for the period, except where they relate to the initial recognition of a related asset, in which case they are added to the carrying amount of the asset and depreciated over its useful life or the remaining lease term, whichever is shorter.

Turnover

Turnover is recognised to the extent that it is probable that the economic benefits will flow to the company and the turnover can be reliably measured. Turnover is measured as the fair value of the consideration received or receivable, excluding discounts, rebated value added tax and other sales taxes. The turnover is recognised on the date that the KFC orders are placed, which is in all cases also the date when the KFC products are delivered to the customers.

Goodwill

Goodwill, being the amount paid in connection with the acquisition of the businesses, is being amortised evenly over its remaining estimated useful life of 10 years.

Intangible assets

Intangible assets are stated at cost less amortisation. Amortisation is provided at rates calculated to write off the cost over the expected useful life of the asset.

Premium on lease

- straight line over period of the lease

Licence fees

- straight line over period of the licence

Transfer fees

- straight line over period of the licence

Tangible fixed assets

Depreciation is provided at the following annual rates in order to write off each asset over its estimated useful life.

Plant and machinery

-

at varying rates

Stocks

Stocks are valued at the lower of average cost and net realisable value, after making due allowance for obsolete and slow moving items.

Taxation

Taxation for the period comprises current and deferred tax. Tax is recognised in the Consolidated Statement of Comprehensive Income, except to the extent that it relates to items recognised in other comprehensive income or directly in equity.

Current or deferred taxation assets and liabilities are not discounted.

Current tax is recognised at the amount of tax payable using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.

Deferred tax

Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance sheet date.

Timing differences arise from the inclusion of income and expenses in tax assessments in periods different from those in which they are recognised in financial statements. Deferred tax is measured using tax rates and laws that have been enacted or substantively enacted by the period end and that are expected to apply to the reversal of the timing difference.

Unrelieved tax losses and other deferred tax assets are recognised only to the extent that it is probable that they will be recovered against the reversal of deferred tax liabilities or other future taxable profits.

Hire purchase and leasing commitments

Assets held under finance leases and hire purchase contracts are recognised in the statement of financial position as assets and liabilities at the lower of the fair value of the assets and the present value of the minimum lease payments, which is determined at the inception of the lease term. Any initial direct costs of the lease are added to the amount recognised as an asset.

Lease payments are apportioned between the finance charges and reduction of the outstanding lease liability using the effective interest method. Finance charges are allocated to each period so as to produce a constant rate of interest on the remaining balance of the liability.

Operating lease payments are recognised as an expense over the lease term on a straight-line basis. The aggregate benefit of lease incentives is recognised as a reduction to expense over the lease term, on a straight-line basis.

Pension costs and other post-retirement benefits

The group operates a defined contribution pension scheme. Contributions payable to the pension scheme are charged to profit or loss in the period to which they relate.

Investments

Investments in subsidiaries are valued at cost less provision for impairment.

Provisions

Provisions for dilapidation and reinstatement costs in respect to leased properties are recognised when the group has a legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be required to settle the obligation and a reliable estimate of the amount can be made.

The carrying amount of any provision is reviewed at each reporting date and adjusted to reflect management's current best estimate. Estimates are based on the Company's historical experience of restaurant refurbishments and closures and, where appropriate, reports from independent quantity surveyors. Changes in provisions are recognised in profit or loss for the period, except where they relate to the initial recognition of a related asset, in which case they are added to the carrying amount of the asset and depreciated over its useful life or the remaining lease term, whichever is shorter.

4.

TURNOVER

The turnover and profit before taxation are attributable to the one principal activity of the group.

All turnover arose within the United Kingdom.

5.	EMPLOYEES AND DIRECTORS

Period

Period

30/12/24

25/12/23

to

to

28/12/25

29/12/24

£

£

Wages and salaries

11,674,005

10,809,452

Social security costs

990,398

668,691

Other pension costs

237,994

169,635

12,902,397

11,647,778

The average number of employees during the period was as follows:

Period

Period

30/12/24

25/12/23

to

to

28/12/25

29/12/24

Shop staff

647

464

Administrative and management staff

54

54

701

518

The average number of employees by undertakings that were proportionately consolidated during the period was 701 (2024 - 518 ) .

Period

Period

30/12/24

25/12/23

to

to

28/12/25

29/12/24

£

£

Directors' remuneration

378,420

380,036

The number of directors to whom retirement benefits were accruing was as follows:

Money purchase schemes

2

2

Information regarding the highest paid director is as follows:

Period

Period

30/12/24

25/12/23

to

to

28/12/25

29/12/24

£

£

Emoluments etc

318,420

320,036

6.	OPERATING PROFIT

The operating profit is stated after charging:

Period

Period

30/12/24

25/12/23

to

to

28/12/25

29/12/24

£

£

Other operating leases

1,407,099

1,410,271

Depreciation - owned assets

1,423,208

1,318,590

Loss on disposal of fixed assets

112,144

77,506

Goodwill amortisation

186,882

563,064

Licence fees amortisation

80,468

95,711

Lease premiums amortisation

-

16,405

Auditors remuneration

14,000

14,000

Auditors remuneration - other assurance work

28,535

31,769