REGISTERED NUMBER: 14126416 (England and Wales)

GROUP STRATEGIC REPORT,

REPORT OF THE DIRECTORS AND

AUDITED

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 OCTOBER 2025

FOR

MADEN GROUP LTD

Page

Company Information

1

Group Strategic Report

2

Report of the Directors

4

Report of the Independent Auditors

6

Consolidated Income Statement

10

Consolidated Other Comprehensive Income

11

Consolidated Balance Sheet

12

Company Balance Sheet

13

Consolidated Statement of Changes in Equity

14

Company Statement of Changes in Equity

15

Consolidated Cash Flow Statement

16

Notes to the Consolidated Cash Flow Statement

17

Notes to the Consolidated Financial Statements

18

DIRECTORS:

O Aziz

S M A Chaudhry

REGISTERED OFFICE:

1 Kings Avenue

London

N21 3NA

REGISTERED NUMBER:

14126416 (England and Wales)

INDEPENDENT AUDITORS:

Xeinadin Audit Limited

46 Hamilton Square

Birkenhead

Merseyside

CH41 5AR

The directors present their strategic report of the company and the group for the year ended 31 October 2025.

REVIEW OF BUSINESS

The principal activity of the group during the year was the operation of fish and chip restaurants and takeaways, trading through Poppies Fishmongers Ltd and the related Pop companies, London's Fish Shop Ltd, the GBFC companies, Le Kiosks Ltd and Masters Chips Ltd, together with the holding and letting of investment property through the 808 Limited sub-group (808 Limited and Manorside Homes Ltd) and Maden Property Holdings Ltd.

Turnover for the year was £16,531,342 (2024: £16,271,207), an increase of 1.6 per cent, driven mainly by a full year of trading from sites opened in the prior year and the addition of GBFC Win Ltd. The gross profit margin was 69.2 per cent (2024: 70.7 per cent), the reduction reflecting higher food, oil and energy costs. Operating profit was £935,244 (2024: £2,298,887), after administrative expenses of £10,701,981 (2024: £9,330,285) which carried the running costs of the new sites, an impairment of £66,000 of a leasehold property and a full year of the property portfolio acquired in the prior year.

During the year, balances of £404,235 owed by connected companies, which had directors or shareholders in common with the group, were written off following the dissolution of those companies, as they are not recoverable. The group made a profit before taxation of £246,782 (2024: £2,177,460) and, after a tax charge of £486,000 including deferred tax of £321,677, a loss for the year of £239,218 (2024: profit of £1,921,877).

PRINCIPAL RISKS AND UNCERTAINTIES

Financial risk management objectives

The group's risk management policy is to identify the principal risks to achieving the group's objectives and to put in place controls to manage them. The group's principal financial instruments comprise cash balances, bank and other loans, trade and other receivables and payables, directors' loan accounts and intra-group balances. The group's approach to the risks arising is set out below.

Price and input cost risk

Fish, cooking oil and energy prices are volatile and feed directly into gross margin. The group manages this through its purchasing arrangements and periodic review of menu pricing.

Credit risk

The great majority of the food business is settled at the point of sale, so trade credit risk is low. Credit risk arises mainly on rent debtors, loans receivable and cash held on deposit. The group deals with creditworthy counterparties and banks, monitors amounts outstanding, and considers its exposure to any single counterparty to be limited.

Liquidity risk

Liquidity risk is the risk that the group cannot meet its obligations as they fall due. Responsibility rests with the directors, who monitor cash flow against the group's borrowing facilities. The group held cash of £315,377 at the year end (2024: £302,796) and aims to maintain a prudent level of liquidity. There were no capital commitments at the year end.

Interest rate risk

The group carries bank and other borrowing. Interest cost is monitored against operating cash flow, and the group manages the mix and timing of its borrowing to limit exposure to rate movements.

Foreign currency risk

The group's income and expenditure are predominantly in sterling and it is not materially exposed to foreign currency risk.

Property and valuation risk

The group's investment property is exposed to movements in market value and to rental demand; changes in fair value pass through the accounts. Valuations are reviewed at each year end.

Reputational and people risk

The group's reputation for quality and service supports its sales, and the business depends on its site managers and on the continuity of the founding directors. The directors keep standards, succession and staff retention under review.

KEY PERFORMANCE INDICATORS

The directors consider the following to be the group's key financial performance indicators.

2025

2024

£

£

Turnover

16,531,342

16,271,207

Gross Profit margin

69.2%

70.7%

Operating profit

935,244

2,298,887

Operating profit margin

5.7%

14.1%

Profit before tax

246,782

2,177,460

Net Assets

1,301,014

2,786,343

The group also monitors its performance by tracking other non-financial indicators that we believe are important to our long term success.

Compliance with relevant laws and regulations to its operations are closely followed. The group has also created a positive and challenging work environment by encouraging feedback from employees and uses it as a tool to drive business performance.

KEY STRATEGY AND FUTURE DEVELOPMENTS

The directors' strategy is to grow the food business through carefully selected new sites and to hold and develop the group's investment property for rental income and capital value. The directors intend to continue this approach in the coming years.

FINANCIAL POSITION

At 31 October 2025 the group had net assets of £1,301,014 and net current liabilities of £922,686. In March 2026 the group entered into a new banking facility with Barclays Bank PLC of up to £1,800,000. The directors consider that the group has adequate resources to meet its liabilities as they fall due and expect controlled growth to continue in the foreseeable future.

ON BEHALF OF THE BOARD:

O Aziz - Director

30 October 2026

The directors present their report with the financial statements of the company and the group for the year ended 31 October 2025.

DIVIDENDS

A final dividend of £5,125 per share, totalling £1,025,000, was approved by the members and paid on 31 October 2025 (2024: £1,170,000). The directors do not recommend a further dividend.

EVENTS SINCE THE END OF THE YEAR

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

DIRECTORS

The directors shown below have held office during the whole of the period from 1 November 2024 to the date of this report.

O Aziz

S M A Chaudhry

DONATIONS

During the year the group made charitable donations of £9,000 (2024: £nil) to local charities. No political donations were made by the company or the group.

DISCLOSURE IN THE STRATEGIC REPORT

Future developments, financial position and key performance indicators have been disclosed in the strategic report.

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), including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland'. Under company law the directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the company and the group and of the profit or loss of the group for that period. In preparing these financial statements, the directors are required to:

-	select suitable accounting policies and then apply them consistently;

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

-	prepare the financial statements on the going concern basis unless it is inappropriate to presume that the 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, Xeinadin Audit Limited, will be proposed for re-appointment at the forthcoming Annual General Meeting.

ON BEHALF OF THE BOARD:

O Aziz - Director

30 October 2026

Opinion

We have audited the financial statements of Maden Group Ltd (the 'parent company') and its subsidiaries (the 'group') for the year ended 31 October 2025 which comprise the Consolidated Income Statement, Consolidated Other 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 Consolidated Cash Flow Statement, 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 31 October 2025 and of the group's loss for the year 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 matter

The corresponding figures for the year ended 31 October 2024 are unaudited.

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 four, 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:

Our approach to identifying and assessing the risks of material misstatement in respect of irregularities, including fraud and non-compliance with laws and regulations, was as follows:

- the engagement partner ensured that the engagement team collectively had the appropriate competence, capabilities and skills to identify or recognise non-compliance with applicable laws and regulations;

- we identified the laws and regulations applicable to the group and the company through discussions with directors and other management, and from our commercial knowledge and experience of the restaurant, takeaway and property letting sector;

- we focused on specific laws and regulations which we considered may have a direct material effect on the financial statements or the operations of the group and the company, including the Companies Act 2006, taxation legislation, food safety and hygiene, licensing, employment and national minimum wage legislation, data protection, health and safety, and landlord and tenant law;

- we assessed the extent of compliance with the laws and regulations identified above through making enquiries of management and inspecting legal correspondence; and identified laws and regulations were communicated within the audit team regularly and the team remained alert to instances of non-compliance throughout the audit.

We assessed the susceptibility of the group and the company's financial statements to material misstatement, including obtaining an understanding of how fraud might occur, by:

- making enquiries of management as to where they considered there was susceptibility to fraud, their knowledge of actual, suspected and alleged fraud; and

- considering the internal controls in place to mitigate risks of fraud and non-compliance with laws and regulations.

To address the risk of fraud through management bias and override of controls, we:

- performed analytical procedures to identify any unusual or unexpected relationships;

- tested journal entries to identify unusual transactions;

- assessed whether judgements and assumptions made in determining the accounting estimates were indicative of potential bias; and

- investigated the rationale behind significant or unusual transactions.

In response to the risk of irregularities and non-compliance with laws and regulations, we designed procedures which included, but were not limited to:

- agreeing financial statement disclosures to underlying supporting documentation;

- reading the minutes of meetings of those charged with governance;

- enquiring of management as to actual and potential litigation and claims; and

- reviewing correspondence with HMRC, relevant regulators including the Health and Safety Executive, and the group's legal advisors.

There are inherent limitations in our audit procedures described above. The more removed that laws and regulations are from financial transactions, the less likely it is that we would become aware of non-compliance. Auditing standards also limit the audit procedures required to identify non-compliance with laws and regulations to enquiry of the directors and other management and the inspection of regulatory and legal correspondence, if any.

Material misstatements that arise due to fraud can be harder to detect than those that arise from error as they may involve deliberate concealment or collusion.

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.

Bradley Kelly BA BFP ACA FCCA (Senior Statutory Auditor)

for and on behalf of Xeinadin Audit Limited

46 Hamilton Square

Birkenhead

Merseyside

CH41 5AR

30 October 2026

REVENUE

3

16,531,342

16,271,207

Cost of sales

5,089,330

4,767,131

GROSS PROFIT

11,442,012

11,504,076

Administrative expenses

10,701,981

9,330,285

740,031

2,173,791

Other operating income

195,213

125,096

OPERATING PROFIT

5

935,244

2,298,887

Loan written off

6

404,235

-

531,009

2,298,887

Share of loss of joint

ventures

(50

)

-

Interest receivable and similar income

17,344

35,844

17,294

35,844

548,303

2,334,731

Interest payable and similar expenses

7

301,521

157,271

PROFIT BEFORE TAXATION

246,782

2,177,460

Tax on profit

8

486,000

255,583

(LOSS)/PROFIT FOR THE FINANCIAL YEAR

(239,218

)

1,921,877

(Loss)/profit attributable to:

Owners of the parent

(177,620

)

1,534,549

Non-controlling interests

(61,598

)

387,328

(239,218

)

1,921,877

(LOSS)/PROFIT FOR THE YEAR

(239,218

)

1,921,877

OTHER COMPREHENSIVE INCOME

-

-

TOTAL COMPREHENSIVE (LOSS)/INCOME FOR THE YEAR

(239,218

)

1,921,877

Total comprehensive (loss)/income attributable to:

Owners of the parent

(177,620

)

1,534,549

Non-controlling interests

(61,598

)

387,328

(239,218

)

1,921,877

FIXED ASSETS

Intangible assets

11

223,126

258,393

Property, plant and equipment

12

2,523,797

2,341,412

Investments

13

-

-

Investment property

14

2,837,055

2,800,000

5,583,978

5,399,805

CURRENT ASSETS

Inventories

15

353,014

237,063

Debtors

16

2,645,758

3,052,930

Cash and cash equivalents

315,377

302,796

3,314,149

3,592,789

CREDITORS

Amounts falling due within one year

17

4,236,835

3,753,863

NET CURRENT LIABILITIES

(922,686

)

(161,074

)

TOTAL ASSETS LESS CURRENT LIABILITIES

4,661,292

5,238,731

CREDITORS

Amounts falling due after more than one year

18

(2,832,661

)

(2,246,448

)

PROVISIONS FOR LIABILITIES

21

(527,617

)

(205,940

)

NET ASSETS

1,301,014

2,786,343

CAPITAL AND RESERVES

Called up share capital

22

200

200

Retained earnings

23

983,075

2,185,695

SHAREHOLDERS' FUNDS

983,275

2,185,895

NON-CONTROLLING INTERESTS

24

317,739

600,448

TOTAL EQUITY

1,301,014

2,786,343

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2026 and were signed on its behalf by:

O Aziz - Director

FIXED ASSETS

Intangible assets

11

-

-

Property, plant and equipment

12

140,317

25,129

Investments

13

8,371,472

11,980,683

Investment property

14

-

-

8,511,789

12,005,812

CURRENT ASSETS

Debtors

16

389,861

339,537

Cash and cash equivalents

4,987

15,053

394,848

354,590

CREDITORS

Amounts falling due within one year

17

594,998

335,591

NET CURRENT (LIABILITIES)/ASSETS

(200,150

)

18,999

TOTAL ASSETS LESS CURRENT LIABILITIES

8,311,639

12,024,811

CAPITAL AND RESERVES

Called up share capital

22

200

200

Merger reserve

23

8,310,352

11,919,622

Retained earnings

23

1,087

104,989

SHAREHOLDERS' FUNDS

8,311,639

12,024,811

Company's (loss)/profit for the financial year

(2,688,172

)

1,101,515

The financial statements were approved by the Board of Directors and authorised for issue on 30 October 2026 and were signed on its behalf by:

O Aziz - Director

Called up

share

Retained

Non-controlling

Total

capital

earnings

Total

interests

equity

£

£

£

£

£

Balance at 1 November 2023

200

1,821,146

1,821,346

373,733

2,195,079

Changes in equity

Dividends

-

(1,170,000

)

(1,170,000

)

(160,613

)

(1,330,613

)

Total comprehensive income

-

1,534,549

1,534,549

387,328

1,921,877

Balance at 31 October 2024

200

2,185,695

2,185,895

600,448

2,786,343

Changes in equity

Shares issued to NCI

-

-

-

20

20

Dividends

-

(1,025,000

)

(1,025,000

)

(221,131

)

(1,246,131

)

Total comprehensive loss

-

(177,620

)

(177,620

)

(61,598

)

(239,218

)

Balance at 31 October 2025

200

983,075

983,275

317,739

1,301,014

Called up

share

Retained

Merger

Total

capital

earnings

reserve

equity

£

£

£

£

Balance at 1 November 2023

200

173,474

11,919,622

12,093,296

Changes in equity

Dividends

-

(1,170,000

)

-

(1,170,000

)

Total comprehensive income

-

1,101,515

-

1,101,515

Balance at 31 October 2024

200

104,989

11,919,622

12,024,811

Changes in equity

Transfer from merger reserve

-

3,609,270

(3,609,270

)

-

Dividends

-

(1,025,000

)

-

(1,025,000

)

Total comprehensive loss

-

(2,688,172

)

-

(2,688,172

)

Balance at 31 October 2025

200

1,087

8,310,352

8,311,639

Cash flows from operating activities

Cash generated from operations

1

2,016,659

3,294,596

Interest paid

(285,177

)

(150,647

)

Interest element of hire purchase payments paid

(2,290

)

(6,624

)

Tax paid

(534,543

)

(168,339

)

Net cash from operating activities

1,194,649

2,968,986

Cash flows from investing activities

Purchase of tangible fixed assets

(652,970

)

(1,617,652

)

Purchase of fixed asset investments

(50

)

-

Purchase of investment property

(37,055

)

-

Sale of tangible fixed assets

3,400

-

Purchase of subsidiary

-

(534,972

)

Interest received

11,283

35,844

Net cash from investing activities

(675,392

)

(2,116,780

)

Cash flows from financing activities

New loans in year

2,282,901

203,466

Loan repayments in year

(1,604,550

)

(12,498

)

Capital repayments in year

(10,849

)

(23,040

)

Amount introduced by directors

85,056

177,340

Amount withdrawn by directors

(13,122

)

-

Equity dividends paid

(1,025,000

)

(1,170,000

)

Dividends paid to minority interests

(221,112

)

(160,612

)

Net cash from financing activities

(506,676

)

(985,344

)

Increase/(decrease) in cash and cash equivalents

12,581

(133,138

)

Cash and cash equivalents at beginning of year

2

302,796

435,934

Cash and cash equivalents at end of year

2

315,377

302,796

1.	RECONCILIATION OF PROFIT BEFORE TAXATION TO CASH GENERATED FROM OPERATIONS

2025

2024

£

£

Profit before taxation

246,782

2,177,460

Depreciation charges

435,825

318,821

Loss on disposal of fixed assets

627

-

Loans written off

404,235

-

Impairment

66,000

-

Finance costs

301,521

157,271

Finance income

(17,294

)

(35,844

)

1,437,696

2,617,708

(Increase)/decrease in inventories

(115,951

)

39,400

Increase in trade and other debtors

(82,320

)

(94,498

)

Increase in trade and other creditors

777,234

731,986

Cash generated from operations

2,016,659

3,294,596

2.	CASH AND CASH EQUIVALENTS

The amounts disclosed on the Cash Flow Statement in respect of cash and cash equivalents are in respect of these Balance Sheet amounts:

Year ended 31 October 2025

31.10.25

1.11.24

£

£

Cash and cash equivalents

315,377

302,796

Year ended 31 October 2024

31.10.24

1.11.23

£

£

Cash and cash equivalents

302,796

435,934

3.	ANALYSIS OF CHANGES IN NET DEBT

Other

non-cash

At 1.11.24

Cash flow

changes

At 31.10.25

£

£

£

£

Net cash

Cash and cash equivalents

302,796

12,581

315,377

302,796

12,581

315,377

Debt

Finance leases

(40,684

)

10,849

-

(29,835

)

Debts falling due

within 1 year

(162,751

)

(81,289

)

(8,312

)

(252,352

)

Debts falling due

after 1 year

(1,866,613

)

(597,062

)

-

(2,463,675

)

(2,070,048

)

(667,502

)

(8,312

)

(2,745,862

)

Total

(1,767,252

)

(654,921

)

(8,312

)

(2,430,485

)