("Tortilla", the "Group" or the "Company")
Audited Annual Results for the 52 weeks ended
Publication of Annual Report & Accounts and Notice of Annual General Meeting
Strong progress with rejuvenated
" I am pleased to report good progress over the last 12 months towards our strategic goal of becoming a pan-European fast casual Mexican restaurant business. When I stepped into the CEO role in
Financial highlights
· Revenue increased by 3.5% to
·
· Group LFL sales marginally declined by 0.1% (2023: +3.6%), impacted by a challenging Q1 and Q2; strong rebound in H2 highlights improving momentum.
· Adjusted EBITDA (pre-IFRS 16) of
· Gross profit margin held strong at 76.6% (2023: 77.3%);
· Operating cash generation increased to
· Loss before tax of
Operational highlights
· Rejuvenated
· Invest in brand to drive growth: Revitalised the quality of Tortilla's menu to drive frequency and attract new customers by improving recipes and sourcing of product and the food quality is now better than ever.
· Fuelled brand growth through new partnerships and multi-channel activation with food-focused campaigns and enhanced digital engagement. High-impact quesadilla sampling campaign reaching 7.2m+ across press, social and influencer activities.
· Invest in team and technology: New loyalty app launched in
· Doubling down on franchise: Further strengthened the relationship with existing high-calibre franchise partners. SSP, focused on travel hubs, achieved 5% LFL sales growth in 2024, opened three new stores, and signed a five-year extension to double the estate to 18 sites. Eathos in the
· Develop brand internationally: entry into
Post-period end trading & outlook
· Q1 2025 UK LFL sales increased by 5.9%, outperforming the
· Four new franchise locations have opened YTD in 2025:
· Following the launch of the
· Strategic focus in 2025 on driving
Publication of Annual Report & Accounts and Notice of Annual General Meeting
The Company's Annual General Meeting will be held on
ENQUIRIES
|
|
Via Eggmedia |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tel: 020 3100 2222 |
|
|
|
|
|
|
|
|
Tel: 07710 571452 |
|
|
|
|
|
|
|
|
|
For further information, visit www.tortillagroup.co.uk
NOTES TO EDITORS
About
Founded in 2007 by a
Through the acquisition of Chilango in the
Tortilla breaks the mold of typical takeaways, combining quick service with quality ingredients to serve affordable, made-to-order meals in under 90 seconds, in cosy environments fitting for lunch or dinner and a beer with friends. The menu is fully customisable - there are thousands of flavour combinations to try - with produce that's fresh, never frozen, 70% plant-based and vegan-friendly, higher welfare meats and free from artificial flavours or preservatives.
Emphasising sustainability, Tortilla only uses recycled and recyclable packaging, 100% renewable electricity and sends zero waste to landfill.
Headquartered in
CHAIR'S STATEMENT
I am pleased to say 2024 has been a year of significant progress for Tortilla, marking a return to sector outperformance in the
1. Improve
2. Invest in brand to drive growth
3. Invest in team and technology
4. Double down on franchise
5. Develop Tortilla internationally
The management team have put in place the foundations of the Vital Five Strategy over the last twelve months, with those efforts yielding positive early results. While there is more work to be done, the Board expects to see these efforts increasingly contribute to sales and profitability over the course of 2025.
Specific achievements during 2024:
i. Revitalising our
A crucial contributor to in-store volume growth has been an obsessive focus on our food offering. We conducted a comprehensive strategic food review which, combined with considerable investment in equipment at both the stores and our
Another key focus area for management in 2024 was driving brand awareness, particularly outside of
In anticipation of the conversion of the Fresh Burrito stores in
ii. Introducing effective tech: In 2024, we successfully piloted self-ordering kiosks, which have proven to increase sales and efficiency. Encouraged by these results, we are now implementing kiosks out more widely, alongside continued improvements to the overall customer experience.
We also launched our first loyalty app, which has been well-received by customers and is driving repeat purchases. Both initiatives represent important investments in our long-term strategy, and we look forward to refining and expanding these technology-driven growth levers in the years ahead.
iii. Investment in team and culture: We have implemented a new internal development framework to create clear career paths for our employees, alongside leadership training and the introduction of the "Burrito Masters" competition to foster a sense of camaraderie and excellence in our stores. These efforts have led to higher employee satisfaction and reduced turnover, strengthening Tortilla's position as an employer of choice.
iv. Strengthening our franchise partnerships: 2024 also marked a year of growth in our franchise operations with our
v. Expanding internationally: Establishing a foothold in continental
Board changes:
As part of our ongoing transformation, we saw key changes at the Board level in 2024.
In early 2025 we also said goodbye to
2025 - Year 2 of Vital 5 with key focus being driving growth in the
In conclusion, 2024 was a year of progress, driven by a new strategy, and a renewed focus on food, ambience, technology and brand awareness. The progress we have made has shored-up key areas of the business, put in place foundational building blocks to drive the Vital Five, and given us confidence in our future prospects. The Board is excited about the opportunities that lie ahead.
As we step into 2025, we will be leveraging the positive momentum generated last year to continue to drive profitable growth in the
CHAIR
CHIEF EXECUTIVE OFFICER'S STATEMENT
As the Chair's report has highlighted, 2024 was a year of significant progress and I am pleased with the momentum the business is building.
I took over as CEO in
Secondly, we began expanding into
This progress was an output of the first year of 'Tortilla's Vital 5'strategy:
1. Improve
2. Invest in brand to drive growth
3. Invest in team and technology
4. Double down on franchise
5. Develop Tortilla internationally
I have explained below the focus area for each pillar.
Improve
Our
Invest in brand to drive growth
As the Chair report highlights, we have reconsidered all our core menu items, testing new approaches to improve our recipes. This has resulted in the introduction of our new asado chicken, along with recipe adjustments to our beans, salsas and slow-cooked proteins to enhance quality, flavor and the overall eating experience. Additionally, we have also invested in new cooking equipment for our quesadillas, enabling us to serve them all day in under 60 seconds - something that previously took about five minutes and was only available after
We have also introduced limited-time-offers (LTOs) and brand collaborations to generate excitement around our food and engage both our customers and excited our teams. This strategy has been successful so far and something we plan to expand on in 2025 and beyond.
As well as stronger food, in 2024, the Group has made progress in our marketing efforts, focusing on driving customers through our doors through brand collaboration, monthly influence specials, and targeted events. The launch of our new loyalty app in August has enabled us to continue to provide generous offers to our loyal customers and also direct targeted marketing to increase visit frequency and raise the average order value. By year-end we had 79,000 loyalty customers.
One of the standout moments was National Burrito Day in
Invest in team and technology
Technology has played a crucial role in our growth this year. In 2023, we opened our first self-ordering kiosk site in
As mentioned above, we also launched our first loyalty app in August, which includes features like referral schemes, notifications and order-ahead functionality. The app not only enhances the customer experience but also allows us to target specific loyalty groups directly, such as lapsed users, to drive greater visit frequency - an important part of our growth strategy.
In addition, we implemented a new internal data warehouse and business intelligence tool to improve data quality and speed up analysis and report creation. This has enabled us to make more informed decisions, stay agile, and respond quicker to changes in market conditions and consumer behaviour.
Another key priority has been to make Tortilla an employer of choice. This year, we hired a new Head of Learning and Development and introduced an internal development framework to provide clear career paths. We also launched "Burritos Masters", a fun competition across stores to recognise and celebrate the best burrito roller in the company, highlighting the hard work and dedication of our store teams. In addition, I have worked with the rest of the Executive team to increase face-to-face touchpoints with store managers through quarterly business updates, and regular social events. These efforts, coupled with all food news, have had a positive impact on company culture, and our employees now feel more connected and prouder to work at Tortilla. This is reflected in our high employee engagement scores in our
We are also committed to promoting diversity, equity and inclusion, ensuring that all employees feel valued and respected, regardless of their background. This is demonstrated by that over 50% of our workforce is non-British, 51% of our management roles are filled by women, and nearly half of our team is under 25.
We are also proud of the steps we have taken to reduce our environmental impact and work towards our ESG targets. During the year Tortilla installed a state-of-the art 60.68kWP solar PV system at our
Double down on franchise
Franchising is a key element of our business strategy and will play an even greater role in our growth as we expand into new markets. Our straightforward operating model is well-suited for franchising due to offering flexibility in site format, a simple kitchen setup and a central production food model that ensures consistent high-quality food and an efficient labour structure without reliance on chefs. In addition, our established brand, purchasing power and investment in marketing and food development provide valuable support to our franchisees.
In 2024, we were pleased to further strengthen our relationship with our existing
Alongside this, our
Following the acquisition of Fresh Burritos, we now have a franchisee network in
Develop Tortilla internationally
In the summer of 2024, we completed the strategic acquisition of Fresh Burritos, the second largest fast-casual Mexican restaurant group in
Since the acquisition, we have been focused on building a local team in
With the central kitchen now up and running, our focus for 2025 will be to roll out our new and refreshed store design in
While the
Current trading and outlook
We continue to see steady year-on-year profit improvements in the
Since year-end we have opened four stores with our franchise partners: two in the
In
I am incredibly proud of what we have accomplished over the past year, from the progress made in the
CHIEF EXECUTIVE OFFICER
KEY STRENGTHS
Through continuous innovation, we work hard to maintain high standards in all aspects of business. Over the past few years, the following elements have proven areas of particular strength.
Our products
Tortilla has developed a great reputation for its freshly prepared, customisable, value-for-money product range of burritos, tacos, salads and quesadillas. This has enabled us to appeal to a wide demographic, maintaining our loyal customer base and generating further customers as we grow. Our defining characteristics also align with forecasted consumer trends and preferences, providing a positive outlook for the future.
By offering great value-for-money, we have successfully expanded operations across the
Embracing sector trends
The Tortilla Group observes and embraces key consumer trends, flexing our products, services, and formats to capitalise on growing demand and maintain relevance in a rapidly changing market. Our offering thus adheres to the dominant demands driving our sector, which include:
• Healthy eating - packed with rice, beans, vegetables and plant-based options, our menu suits those seeking healthy fast-casual food
• Fresh and high provenance - our freshly prepared food is from high quality, responsible sources communicated with full transparency to the consumer
• Convenience - Tortilla food is available in-store, via takeaway or delivery, ensuring maximum options for optimum convenience, and reaching more customers than ever before via our multi-channel strategy
• Customisation - a wide range of options enable customers to tailor their Tortilla meal to their preferences and dietary requirements
• Ethnic food - Tortilla's authentic Mexican style food caters to consumers' growing interest in ethnic food
Flexible business model
Much of the Group's success can be attributed to our ability to adapt, flexing our business model quickly and effectively to suit circumstances and locations.
Our flexibility is driven by three key factors of our business model:
• Trading strength across eat-in, takeaway and delivery channels
• Ability to trade in small units and without extraction
• Value-for-money offering that appeals to diverse customers including students, local residents, and office workers
In contrast to similar fast-casual restaurant businesses, Tortilla has achieved significant geographical diversification throughout the
Moreover, our scalable central infrastructure, currently a 5,500 square foot Central Production Unit ("CPU") in Tottenham Hale, and 14,000 square foot in the newly opened Central Production Kitchen in
Marketing strategy
Through our clearly defined multi-channel marketing strategy, the Group has built and maintained a loyal and diverse customer base. The launch of our new loyalty app in 2024 has enabled us to not only continue to provide generous offers to our loyal customers but also use direct marketing to increase visit frequency and raise the average order value.
The Group focuses on driving customers through the doors through brand collaboration, monthly influence specials, and targeted events.
With a large proportion of customers in the younger age demographic (aged 16-34), we achieve significant engagement via social media and our vast influencer network drives widespread engagement across the most popular social media platforms, sharing bite-size videos reaching millions of views.
Strong leadership
Tortilla's senior Management team continues to excel in its ability to deliver strong and sustainable growth. Under the stewardship of an experienced Board of Directors, our team has continued to execute Tortilla's growth strategy effectively, taking full advantages of opportunities as they arose and conducting all activity with kindness, integrity and ownership.
We focus on hiring the best people at all levels and work hard to propagate our strong culture and values throughout the organisation.
Our Board and senior Management team regularly visit stores and speak with teams and guests to ensure a strong connection between corporate objectives and on-the-ground practice.
Cost effective hiring model
The simplicity of Tortilla's food means that recipes and methods are straightforward, and managers can train those with limited experience to high levels of competency within a short time period. We can therefore focus on hiring those with the values and behaviour we seek, enabling us to maintain our culture and avoid the negative impact of any potential market staff shortages.
This also helps us to hire from within our stores' local communities, reducing travel time and cost for employees.
Property portfolio and strategy
At the end of 2024, the Group had 117 sites worldwide: 68 UK sites we operate ourselves (65 Tortilla, three Chilango), seven
Within the
Tortilla's property portfolio
The Group's success is driven by our proven property strategy with flexibility across site locations and formats. We generally target locations ranging from 60 square metres to 200 square metres. The estimated capital expenditure per site (excluding delivery-only kitchens) ranges from £375,000 to £500,000 (excluding landlord contribution) depending on the size of the unit, site condition and store front requirements.
The Group aims for a 30% minimum target investment hurdle for its return on capital employed. Our sites are primarily located in high street areas, residential locations, shopping centres and transport hubs as these high footfall locations provide seven-day trade with lunch and dinner availability, helping the brand appeal to a wider range of consumers and trade throughout the day.
New sites
New sites have historically been a core driver of Tortilla's development. Tortilla opened eight sites in 2014, and five/six sites per year in 2015, 2016 and 2019, but slowed this rollout in 2017 and 2018 as rents did not provide the necessary value at that time. Understandably, site openings slowed in 2020, but we accelerated our pipeline by opening seven sites in 2021 (four bricks and mortar and three delivery kitchens) along with two new
New sites will continue to play a key role in our targeted growth trajectory, and the Board see the strategic merit in accelerating our growth through existing and new franchising partnerships and are evolving the mix of new openings to focus more heavily on franchising whilst we take a more targeted approach on the rollout of own stores, focusing on Grade A locations where the brand has high awareness. We are still in line with our IPO growth aspiration, having doubled our rollout commitment in 2022.
Entrance into
In July 2024, the Group acquired the French Burritos business, marking the beginning of Tortilla's journey into mainland
Earlier in 2025 we launched a new Central Production Kitchen in
CHIEF FINANCIAL OFFICER'S REVIEW
Group financial KPI summary
|
|
2024 |
2023 |
Change |
|
Revenue |
£68.0m |
£65.7m |
+ 3.5% |
|
Gross profit margin |
76.6% |
77.3% |
- 0.7% pts |
|
Administrative expenses |
£53.3m |
£50.1m |
+ 6.4% |
|
Net loss after tax |
(£3.3m) |
(£1.1m) |
+ 204% |
|
Cash generated from operations |
£10.5m |
£9.9m |
+ 5.8% |
|
|
|
|
|
|
Alternative performance measures ("APMs") |
|||
|
LFL revenue growth |
(0.1)%1 |
3.6%2 |
- 3.7 ppts |
|
Adjusted EBITDA (pre-IFRS 16)3 |
£4.5m |
£4.6m |
- 2.0% |
|
Net cash/(debt) (pre-IFRS-16)4 |
(£5.7m) |
(£1.3m) |
- 335% |
|
|
|
|
|
1 defined as the percentage change in like-for-like sales compared to 2023.
2 defined as the percentage change in like-for-like sales compared to 2022.
3 defined as statutory operating profit before interest, tax, depreciation, and amortisation (before application of IFRS 16 and excluding exceptional costs) and reflects the underlying trade of the Group.
The reconciliation to profit from operations is set out below in this section of the report.
4 defined as cash and cash equivalents less gross debt. Calculated on a pre-IFRS 16 basis and so does not include lease liabilities.
Revenue
Revenue increased 3.5% to £68.0m compared to £65.7m in 2023. This was attributable to the following:
· The addition of 13 company-owned sites in
· The addition of one new company-owned
· The inclusion this year of income generated from food sales made to franchise partners, rather than as a credit to our cost of sales. This adjustment contributed 1.1% to our revenue growth. The prior year impact of 0.9% has not been adjusted in the comparatives as this is not deemed to be material to the financial statements.
· An underlying 0.1% decline in in-store LFL across the estate driven in particular by a challenging Q1 which saw a -6% decline. This improved to growth of 6% in the last quarter following the renewed focus on an improved food offer, brand awareness and technology.
· A 11.2% decrease in LFL delivery sales, following the strategic decision to move improve delivery profitability by moving to dual-platform end of February 2024.
Gross profit margin
The Group achieved a gross profit margin in 2024 of 76.6% (2023: 77.3%). This 0.7% decrease was driven primarily by a -0.9% impact of the reclassification of the income generated by food sales made to franchise partners, as described above. There is also a -0.2% impact due to a lower margin achieved in
Administrative expenses
Under application of IFRS 16, administrative expenses exclude property rents (except for turnover rent) and incorporate the depreciation of right-of-use assets.
Administrative costs increased by 6.3% year-on-year to £53.3m. Of this increase £4.4m (8.8%) is due to the acquisition of Fresh Burrito. The balance relates to increased
Administrative expenses include exceptional items of £1.5m in 2024 (2023: £0.4m). In 2023 exceptional items primarily consisted of a new site planned which was subsequently aborted, and restructuring costs, while across 2024 £1.3m of costs are associated with the Fresh Burritos acquisition.
We also incurred an impairment charge of £1.4m in 2024 (2023: £0.3m), impacting 6 stores, which reflects tough market conditions. The discount rate used for the weighted average cost of capital (WACC) was 15.0% pre-tax (2023: 15.1%). See note 3 to the Financial Statements for more information.
Net Loss after tax
Net loss after tax position is (£3.3m) (2023: £1.1m), an increase of 204%, which is primarily driven by the exceptional item costs related to the Fresh Burritos acquisition flagged above and impairment of some stores to bring them in line with their respective profitability.
Adjusted EBITDA (pre-IFRS 16) (non-GAAP)
The Group utilises Adjusted EBITDA (pre-IFRS 16) as the primary assessment metric of profitability. A reconciliation of this measure compared to profit from operations is below.
|
|
|
52 weeks ended |
52 weeks ended |
|
|
|
29 December 2024 |
31 December 2023 |
|
|
|
£ |
£ |
|
|
|
|
|
|
(Loss)/profit from operations |
|
(1,186,504) |
684,110 |
|
|
|
|
|
|
Pre-opening costs |
|
397,243 |
344,570 |
|
Share option expense |
|
(45,393) |
387,443 |
|
Depreciation and amortisation |
|
8,762,397 |
8,155,815 |
|
Loss on disposal of fixed assets |
|
126,690 |
40,746 |
|
Impairment |
|
1,441,586 |
289,901 |
|
Exceptional items |
|
1,522,532 |
437,756 |
|
FX loss |
|
67,035 |
- |
|
Non-trading costs |
|
3,612 |
18,540 |
|
|
|
|
|
|
IFRS 16 adjustment* |
|
(6,614,043) |
(5,793,606) |
|
|
|
|
|
|
Adjusted EBITDA (pre-IFRS 16) |
|
4,475,155 |
4,565,275 |
*The IFRS 16 adjustment relates to the impact of IFRS 16 on rental expenses contained within administrative expenses.
The Group generated £4.5m of Adjusted EBITDA (pre-IFRS 16), a total decrease of £0.1m compared to 2023. The £4.5m of Adjusted EBITDA in 2024 is comprised of £5.2m generated by the
The increase in
Since the acquisition of Fresh Burritos, we have worked on stabilising the business operationally and are confident that following the launch of the central production kitchen and the conversion of the Fresh Burritos stores to Tortillas, the business will become profitable in 2026.
Cash flow and liquidity
The core business remains highly cash generative with a 5.8% increase in cash generated from operations.
Working capital requirements are by nature low and are indeed negative, with cash from in-store customers received and recognised at the point of sale. Hence, trade and other receivables in the main relate to delivery partner receipts and landlord deposits. Trade and other payables relate to supplier credit terms, wages and utility accruals. Additionally, fast delivery times and Central Production Unit (CPU) efficiencies allow for low stock level requirements, meaning inventories are kept at a minimum. This negative working capital position should continue to grow in line with expansion plans.
Cash expenditure on property, plant and equipment increased by £0.5m largely due to the construction of our new Central Production Kitchen in
The acquisition of the Fresh Burritos group resulted in a net cash outflow of £1.4m. Further details are given in note 25 to the Financial Statements.
The Group is confident it can pay its current liabilities as they fall due, as consumers pay at the point of sale and the inventory is used before supplier payment is due. The Group also have an overdraft facility of £2.5m with Santander which can be utilised for any unforeseen events. The overdraft is part of and not in addition to the revolving credit facility referred to below.
Financing and net debt
The Group had cash balances of £2.8m on 29 December 2024, which translated to a net debt position of £5.7m (2023: net debt of £1.3m), excluding IFRS 16 lease liabilities.
The Group's £10.0m revolving credit facility (RCF) is held with Santander UK plc and comprises of a drawn balance of £7.2m at 29 December 2024 with a further £2.8m of undrawn facility available to the Group. £4.2m of the facility was drawn during 2024 in order to finance the Fresh Burritos acquisition.
The financing facility attracts interest at a rate of 2.75% above SONIA, subject to an upward-only ratchet based on increased net leverage levels and is secured until 14 September 2026.
A number of further facilities were brought into the Group as part of the Fresh Burritos acquisition, which is contributing £1.3m to the Group's net debt position at 20 December 2024. These comprise of 13 separate loan facilities held with French banking groups. See note 20 of the Financial Statements for further information.
Share based payments
In 2024, the Group granted further Long-Term Incentive Plan (LTIP) shares to the senior leadership team. Share-based payment credits of £0.05m were recognised in 2024 (2023: £0.39m) relating to the Group's Long Term Incentive Plan ("LTIP") created as part of the Group's admission to the Alternative Investment Market ("AIM"). The small release in 2024 is driven by the reversal of the share-based payment charge relating to options forfeited in 2024.
Further details around vesting conditions are disclosed in note 8.
Dividend
The Board did not recommend a dividend for 2024. The Group's capital will be focused on growth over the coming years with the dividend policy subject to re-assessment going forward.
Going concern
In assessing the going concern position of the Group for the consolidated financial statements for the year ending 29 December 2024 the Directors have considered the Group's cash flow, liquidity and business activities for a period of not less than twelve months from the date of approval of these financial statements.
During 2024, as mentioned above, the Group drew down £4.2m from the available debt facilities in order to finance the Fresh Burritos acquisition, and at 29 December 2024 has access to a further £2.8m of financing.
Management of the Group has prepared forecasts for a period of not less than twelve months from the date of approval of these financial statements, which include a base case and a downside case (with the latter incorporating management's quantification of realistic worst case scenarios). As part of the going concern assessment, these projections incorporate the effect of mitigating actions that might be necessary to maintain cash, facility and covenant headroom in adverse scenarios.
Upon consideration of these analyses and the principal risks faced by the Group, the Directors are satisfied that the Group has adequate resources to continue in operation for the foreseeable future. Accordingly, the Directors have concluded that it is appropriate to prepare these financial statements on a going concern basis. The going concern policy is also reflected in note 2.6 of the financial statements.
CHIEF FINANCIAL OFFICER
20 May 2025
Consolidated statement of comprehensive income
For the 52 weeks ended 29 December 2024
|
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
Note |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Revenue |
4 |
|
67,999,489 |
|
65,674,965 |
|
Cost of sales |
|
|
(15,899,248) |
|
(14,883,204) |
|
Gross profit |
|
|
52,100,241 |
|
50,791,761 |
|
Administrative expenses |
|
|
(53,286,745) |
|
(50,107,651) |
|
Operating (loss)/profit |
5 |
|
(1,186,504) |
|
684,110 |
|
|
|
|
|
|
|
|
Finance income |
9 |
|
83,999 |
|
31,900 |
|
Finance expense |
10 |
|
(2,214,464) |
|
(1,801,176) |
|
|
|
|
|
|
|
|
Loss before tax |
|
|
(3,316,969) |
|
(1,085,166) |
|
Tax on loss |
11 |
|
(9,502) |
|
(7,377) |
|
Loss for the period and comprehensive income attributable to equity holders of the parent company |
|
|
(3,326,471) |
|
(1,092,543) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) / earnings per share for profit attributable to the owners of the parent during the year |
|
|
|
|
|
|
Basic and diluted (pence) |
12 |
|
(8.6) |
|
(2.8) |
There were no items of recognised income or expense other than as shown in the Consolidated statement of comprehensive income above. All activities relate to continuing operations.
The notes on pages 21 to 49 form part of these financial statements.
Consolidated statement of financial position
As at 29 December 2024
|
|
|
|
|
|
29 December 2024 |
|
|
|
31 December 2023 |
|
|
Note |
|
|
|
£ |
|
|
|
£ |
|
Non-current assets |
|
|
|
|
|
|
|
|
|
|
Intangible assets |
14 |
|
|
|
4,909,031 |
|
|
|
2,627,039 |
|
Tangible assets |
15 |
|
|
|
15,169,803 |
|
|
|
14,119,801 |
|
Right-of-use assets |
13 |
|
|
|
31,592,056 |
|
|
|
29,520,494 |
|
|
|
|
|
|
51,670,890 |
|
|
|
46,267,334 |
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
Inventories |
16 |
|
547,753 |
|
|
|
358,861 |
|
|
|
Trade and other receivables |
17 |
|
3,299,473 |
|
|
|
3,135,075 |
|
|
|
Cash and cash equivalents |
18 |
|
2,760,960 |
|
|
|
1,644,674 |
|
|
|
|
|
|
6,608,186 |
|
|
|
5,138,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
19 |
|
(12,180,782) |
|
|
|
(9,749,505) |
|
|
|
Lease liabilities |
13 |
|
(7,060,640) |
|
|
|
(5,670,902) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net current liabilities |
|
|
|
|
(12,633,236) |
|
|
|
(10,281,797) |
|
|
|
|
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
|
|
39,037,654 |
|
|
|
35,985,537 |
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
20 |
|
|
|
(8,433,523) |
|
|
|
(2,949,021) |
|
Lease liabilities |
13 |
|
|
|
(30,489,693) |
|
|
|
(29,532,937) |
|
Deferred taxation |
21 |
|
|
|
(600,419) |
|
|
|
(617,696) |
|
|
|
|
|
|
|
|
|
|
|
|
Net assets |
|
|
|
|
(485,981) |
|
|
|
2,885,883 |
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the company |
|
|
|
|
|
|
|
|
|
|
Called up share capital |
22 |
|
|
|
386,640 |
|
|
|
386,640 |
|
Share premium account |
23 |
|
|
|
4,433,250 |
|
|
|
4,433,250 |
|
Share based payment reserve |
23 |
|
|
|
794,585 |
|
|
|
839,978 |
|
Merger reserve |
23 |
|
|
|
4,793,170 |
|
|
|
4,793,170 |
|
Retained earnings |
23 |
|
|
|
(10,893,626) |
|
|
|
(7,567,155) |
|
Total equity |
|
|
|
|
(485,981) |
|
|
|
2,885,883 |
The accompanying notes on pages 21 to 49 form an integral part of these financial statements.
The Company statement of financial position can be found on page 50.
The financial statements of
CHIEF FINANCIAL OFFICER
20 May 2025
Consolidated statement of changes in equity
For the 52 weeks ended 29 December 2024
|
|
|
Called up share capital |
|
Share premium account |
|
Share-based payment reserve |
|
Merger reserve |
|
Profit and loss account |
|
Total |
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 02 January 2023 |
|
386,640 |
|
4,433,250 |
|
452,535 |
|
4,793,170 |
|
(6,474,612) |
|
3,590,983 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
(1,092,543) |
|
(1,092,543) |
|
Share based payments |
|
- |
|
- |
|
387,443 |
|
- |
|
- |
|
387,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 01 January 2024 |
|
386,640 |
|
4,433,250 |
|
839,978 |
|
4,793,170 |
|
(7,567,155) |
|
2,885,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
- |
|
(3,326,471) |
|
(3,326,471) |
|
Share-based payments |
|
- |
|
- |
|
(45,393) |
|
- |
|
- |
|
(45,393) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 29 December 2024 |
|
386,640 |
|
4,433,250 |
|
794,585 |
|
4,793,170 |
|
(10,893,626) |
|
(485,981) |
The notes on pages 21 to 49 form part of these financial statements.
Consolidated statement of cash flows
For the 52 weeks ended 29 December 2024
|
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
Note |
|
£ |
|
£ |
|
Cash flows from operating activities |
|
|
|
|
|
|
Loss for the financial period |
|
|
(3,326,471) |
|
(1,092,543) |
|
|
|
|
|
|
|
|
Adjustments for: |
|
|
|
|
|
|
Amortisation of intangible assets |
14 |
|
14,045 |
|
5,166 |
|
Depreciation of right-to-use assets |
13 |
|
4,685,847 |
|
4,344,878 |
|
Depreciation of property, plant and equipment |
15 |
|
4,054,126 |
|
3,805,769 |
|
Loss on disposal of tangible assets |
15 |
|
126,690 |
|
40,746 |
|
Net finance expense |
10 |
|
393,782 |
|
269,491 |
|
Taxation charge |
11 |
|
9,502 |
|
7,377 |
|
(Increase) / decrease in inventories |
16 |
|
(156,032) |
|
38,222 |
|
Decrease/ (Increase) in trade and other receivables |
17 |
|
162,555 |
|
(327,477) |
|
Increase in trade and other payables |
19 |
|
918,854 |
|
639,436 |
|
Impairment of property, plant and equipment |
15 |
|
598,291 |
|
289,901 |
|
Impairment of right-to-use asset |
13 |
|
158,538 |
|
- |
|
Impairment of intangible assets |
14 |
|
684,757 |
|
- |
|
Corporation tax received / (paid) |
|
|
571,145 |
|
(3,402) |
|
Share based payments |
|
|
(45,393) |
|
387,443 |
|
Finance cost on lease liabilities |
13 |
|
1,735,062 |
|
1,531,685 |
|
Foreign exchange loss |
|
|
(72,472) |
|
- |
|
|
|
|
|
|
|
|
Net cash generated from operations |
|
|
10,512,826 |
|
9,936,692 |
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
Purchase of tangible fixed assets |
15 |
|
(4,999,191) |
|
(4,535,117) |
|
Interest received |
9 |
|
83,999 |
|
31,900 |
|
Acquisitions, net of cash acquired |
|
|
(1,350,253) |
|
- |
|
|
|
|
|
|
|
|
Net cash from investing activities |
|
|
(6,265,445) |
|
(4,503,217) |
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
Interest paid |
10 |
|
(477,781) |
|
(282,849) |
|
Payments made in respect of lease liabilities |
13 |
|
(6,853,314) |
|
(5,881,752) |
|
Loan drawdown |
|
|
4,200,000 |
|
- |
|
|
|
|
|
|
|
|
Net cash used in financing activities |
|
|
(3,131,095) |
|
(6,164,601) |
|
|
|
|
|
|
|
|
Net increase/ (decrease) in cash and cash equivalents |
|
|
1,116,286 |
|
(731,126) |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of period |
18 |
|
1,644,674 |
|
2,375,800 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at the end of period |
|
|
2,760,960 |
|
1,644,674 |
Notes to the consolidated financial statements
1. General information
The registered address of
The Group's principal activity is the operation and management of restaurants trading under the Tortilla, Chilango, and Fresh Burritos brands within the
Judgements made by the directors in the application of these accounting policies have been discussed in note 3.
2. Accounting policies
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance with International Accounting Standards in conformity with the requirements of the Companies Act 2006 and in accordance with International Accounting Standards as adopted by the
2.2 Basis of preparation of financial statements
The consolidated financial information contained in this document includes the consolidated statement of comprehensive income, the consolidated statement of financial position, the consolidated statement of changes in equity and the consolidated statement of cash flows, and related notes for the companies which comprise the Group.
The financial statements have been prepared on an accruals basis and under the historical cost convention unless otherwise stated. The financial statements are presented in GBP.
2.3 New standards, amendments and interpretations adopted
The Directors do not consider that there are any new standards or amendments applicable for the 52 weeks ending 29 December 2024 that would have a material impact on the Group's accounting treatment.
2.4 Standards issued but not yet effective
The following standards are applicable for financial years beginning on/after 1 January 2025:
· IAS 21 - Lack of Exchangeability
The following standards are applicable for financial years beginning on/after 1 January 2026:
· IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
When applied, none of these amendments are expected to have a material impact on the Group.
2.5 Basis of consolidation
The consolidated financial information incorporates the financial statements of the Group and all of its subsidiary undertakings. The financial statements of all Group companies are adjusted, where necessary, to ensure the use of consistent accounting policies. Where the Group has power, either directly or indirectly, to govern the financial and operating policies of an entity to obtain benefits from its activities, it is classified as a subsidiary.
The statement of financial position as at 29 December 2024 incorporates the results of
2.6 Going concern
In assessing the going concern position of the Group for the consolidated financial statements for the 52 weeks ended 29 December 2024, the Directors have considered the Group's cash flow, liquidity and business activities.
During 2024 the Group drew down £4.2m from the debt facilities in order to finance the acquisition of Fresh Burritos group. At 29 December 2024, £2.8m of the facility remained undrawn. The Group had cash balances of £2.8m on 29 December 2024 which translated to a net debt position of £5.7m, excluding lease liabilities.
As part of their going concern assessment the Directors have prepared forecasts for a minimum period of twelve months from the date of approval of the financial statements. In addition, certain adverse scenarios have been considered for the purposes of stress and sensitivity testing. In these adverse scenarios, the Group would have sufficient liquidity to remain in compliance with its covenant obligations.
Upon consideration of this analysis and the principal risks faced by the Group, the Directors are satisfied that the Group has adequate resources to continue in operation for the foreseeable future, a period of at least twelve months from the date of this report. Accordingly, the Directors have concluded that it is appropriate to prepare these financial statements on a going concern basis.
2.7 Revenue
Revenue represents the amount receivable from customers for goods and services, exclusive of VAT and discounts.
The Group has recognised revenue in accordance with IFRS 15. The standard requires revenue to be recognised when goods or services are transferred to customers and the entity has satisfied its performance obligations under the contract, and at an amount that reflects the consideration to which an entity expects to be entitled in exchange for those goods or services.
The Group's revenue comprises of:
• Food and beverage sales at restaurants with one performance obligation that is satisfied when control is transferred to the customer at the point of sale, which is usually when payment is received, and no contract assets or contract liabilities are created. The Group also generates revenue with third-party delivery partners, which is payable the week after the revenue was recorded. Revenue comprises the fair value of the consideration received or receivable for the sale of goods and provision of services in the ordinary course of the Group's activities. Revenue is shown net of sales/value added tax, returns and discounts; and
• Franchise fees from the Group's role as franchisor in the
The Group operates a loyalty scheme for customers which entitles the customer to free products after a specified number of purchases. IFRS 15 requires entities to recognise a liability for the provision of these products as the customer, in effect, pays the Group in advance for future goods. The Group has not recognised this liability as the value is not considered material.
2.8 Employee benefits
Short-term benefits
Salaries, wages, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which the associated services are provided by employees of the Group.
Defined contribution plan
Contributions to defined contribution schemes are charged to the consolidated statement of comprehensive income in the year to which they relate.
2.9 Share-based payments
A transaction is accounted for as a share-based payment where the Group receives services from employees and Directors and pays for these in shares or similar equity instruments.
The Group makes equity-settled share-based payments to certain employees and Directors. Equity-settled share-based schemes are measured at fair value (excluding the effect of non-market-based vesting conditions) at the date of grant, measured by use of an appropriate valuation model.
The fair value determined at the grant date of the equity-settled share-based payment is recognised as an expense in the statement of comprehensive income on a straight line basis over the vesting period.
The vesting is dependent on achievement of specific performance conditions for the 2023, 2024 and 2025 financial years. The share-based payment expense will be modified if it is determined that these performance conditions will not be met.
Share options are forfeited when an employee ceases to be employed by the Group unless determined by the board to be a 'Good Leaver'. A participant who ceases employment by reason of death, injury, ill-health or disability is also deemed a good leaver.
2.10 Current and deferred tax
Tax is recognised in profit or loss except that a charge attributable to an item of income and expense recognised as other comprehensive income or to an item recognised directly in equity is also recognised in other comprehensive income directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws that have been enacted or substantively enacted by the balance sheet date in the countries where the Group operates and generates income.
Deferred tax balances are recognised where the carrying amount of an asset or liability in the consolidated statement of financial position differs from its tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit; and
• investments in subsidiaries and jointly controlled entities where the Group is able to control the timing of the reversal of the difference and it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.
The amount of the asset or liability is determined using tax rates that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally enforceable right to offset current tax assets and liabilities and the deferred tax assets and liabilities relate to taxes levied by the same tax authority on either:
• the same taxable group company; or
• different company entities which intend either to settle current tax assets and liabilities on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax assets and liabilities are expected to be settled or recovered.
2.11 Alternative performance measures ("APMs")
The Group has identified certain measures that it believes will assist the understanding of the performance of the business. These APMs are not defined or specified under the requirements of IFRS. The Group believes that these APMs, which are not considered to be a substitute for, or superior to, IFRS measures, provide stakeholders with additional useful information on the underlying trends, performance and position of the Group and are consistent with how business performance is measured internally.
The Group's APMs are: like for like ("LFL") revenue growth/(decline), Adjusted EBITDA (Pre-IFRS), Operating cash flow and net cash/(debt).
The Directors use Adjusted EBITDA as a primary KPI in managing the business. This measure excludes exceptional items, share option expenses and site pre-opening costs and applies pre-IFRS 16 treatment of leases. The Directors believe this measure gives a more relevant indication of the underlying trading performance of the Group and is also the measure used by the banks for the purposes of assessing covenant compliance.
2.12 Intangible assets
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under the cost model, intangible assets are measured at cost less any accumulated amortisation and any accumulated impairment losses. Amortisation is charged so as to allocate their cost over their estimated useful life on a straight line basis. Computer software assets have a finite useful life, which is determined to be 3 years.
2.13 Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As well as the purchase price, cost includes directly attributable costs.
Depreciation is charged so as to allocate the cost of assets less their residual value over their estimated useful lives, using the straight-line method.
Depreciation is provided on the following basis, which is reviewed at each balance sheet date:
Short-term leasehold property - over the lease term
Plant and machinery - over 5 years
Fixtures and fittings - over 3 years
2.14 Leases
Right-of-use assets
The Group recognises a right-of-use asset at the lease commencement date. Right-of-use assets are initially measured at the same amount as the lease liability, reduced for any lease incentive received. Subsequently, right-of-use assets are amortised on a straight line basis over the remaining term of the lease and are assessed for impairment at each balance sheet date. The majority of leases are covered by the Landlord and Tenant Act 1985 which gives the right to extend the lease beyond the termination date. The Group expects to extend the majority of leases covered by the Landlord and Tenant Act 1985. This extension period is not included within the lease term as the termination date cannot be determined.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities measured at the present value of lease payments to be made over the lease term. The lease payments include fixed lease payments less any lease incentives receivable. In calculating the present value of lease payments, the Group uses its incremental borrowing rate at the lease commencement date because the interest rate implicit in the lease is not readily determinable. Where the Group expects to extend the leases covered by the Landlord and Tenant Act 1985, the extension period is not included within the lease term as the termination date cannot be determined and these are not reasonably certain.
Subsequently, lease liabilities are increased to reflect the interest cost on the liability and reduced for the lease payments made, which are recognised on a straight-line basis over the term of the lease. In addition, the carrying amount of lease liabilities is remeasured if there is a modification, for example a rent review or a change in the lease term.
When a lease liability is remeasured, the Group adjusts the carrying amount of the liability to reflect the payments to be made over the revised term, which are discounted at a revised discount rate. An equivalent adjustment is made to the carrying value of the right-of-use asset, with the revised carrying amount being depreciated over the remaining (revised) lease term. Lease payments which are variable in nature and are not linked to any index or rate are expensed in the period to which they relate.
2.15 Impairment
Assets that are subject to depreciation or amortisation are assessed at each balance sheet date to determine whether there is any indication that the assets are impaired.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash inflows which are largely independent of the cash inflows from other assets or groups of assets (cash- generating units). Each site is considered to be a CGU in its own right.
Other assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's (or CGU's) fair value less costs to sell and value in use. Non-financial assets that have been previously impaired are reviewed at each balance sheet date to assess whether there is any indication that the impairment losses recognised in prior periods may no longer exist or may have decreased.
2.16 Inventories
Inventories are initially recognised at cost, and subsequently at the lower of the cost and net realisable value. Cost comprises all costs of purchase, costs of conversion and other costs incurred in bringing the inventories to their present location and condition.
Inventories are measured on a first-in-first-out basis.
2.17 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions repayable without penalty on notice of not more than 24 hours. Cash equivalents are highly liquid investments that mature in no more than three months from the date of acquisition and that are readily convertible to known amounts of cash with insignificant risk of change in value. Payments taken from customers on debit and credit cards are recognised as cash.
2.18 Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment. Income is recognised from these investments only in relation to distributions receivable from post-acquisition profits. Distributions received in excess of post-acquisition profits are deducted from the cost of the investment.
2.19 Operating segments
Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision-Maker ("CODM"). The CODM has been identified as the management team including the Chief Executive Officer and Chief Financial Officer.
The Directors have taken a judgement that individual sites meet the aggregation criteria in IFRS 8, constituting one operating and one reporting segment and hence have concluded that the Group only has a single reporting segment, as discussed in note 4.
2.20 Equity instruments
Financial instruments issued by the Group are treated as equity only to the extent that they do not meet the definition of a financial liability. The Group's ordinary shares are classified as equity instruments.
2.21 Financial instruments
The Group does not trade in financial instruments and all such instruments arise directly from operations.
Financial assets
Financial assets held at amortised cost are trade and other receivables and cash. All trade and other receivables are initially recognised at transaction value, as none contain in substance a financing transaction.
Trade receivables are all due for settlement within one year. Due to their short-term nature, the Directors consider the carrying amount of trade and other receivables to equal their fair value.
Fees paid on the establishment of loan facilities are recognised as transactional costs of the loan and the fee is capitalised as a prepayment for liquidity services and amortised straight line over the period of the facility to which it relates.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting year for objective evidence of impairment. The Group applies the IFRS 9 simplified approach to measure expected credit losses using a lifetime expected credit loss (ECL) provision for financial assets. To measure expected credit losses on a collective basis, financial assets are grouped based on similar credit risk and ageing. There are no expected credit losses as consideration for goods is received at the point of sale.
Interest income is recognised in the Statement of comprehensive income and is included in the "finance income" line item.
Financial liabilities
Financial liabilities held at amortised cost include trade and other payables, lease liabilities and borrowings. Trade and other payables are initially recognised at transaction value as none represent a financing transaction. They are only derecognised when they are extinguished.
There are no material differences between the carrying values of financial assets and liabilities held at amortised cost and their fair values.
Financial assets and liabilities are offset and the net amount reported in the consolidated statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
Interest payable is recognised in the Statement of comprehensive income and is included in the 'finance expenses' line item.
2.22 Financial risk
The Group's activities expose it to a variety of financial instrument risks. The risk management policies employed by the Group to manage these risks are detailed below. The primary objectives of the financial instrument risk management function are to establish risk limits and then ensure exposure to risks remains within these limits.
Interest rate risk
The Group is exposed to interest rate risk as the Group's borrowings have an interest rate of SONIA plus a margin.
Commodity price risk
The Group is exposed to movements in wholesale prices of food and drinks. The Group sources the majority of its products in
Capital risk
The Group manages the capital structure to ensure it will be able to operate as a going concern, whilst maximising the return to shareholders. The Directors look to optimise the debt-to-equity balance and may adjust the capital structure by paying dividends to shareholders, returning capital to shareholders, issue new shares or sell assets to reduce debt. The Directors intend to maintain low net leverage levels as the Group's operating cash flows are sufficient to fund the addition of new restaurants to the portfolio.
Credit risk
The Group's credit risk is attributable to trade and other receivables and cash with the carrying amount best representing the maximum exposure to credit risk. The Group places its cash only with banks with high-quality credit standings. Trade and other receivables relate to day-to-day activities which are entered into with creditworthy counterparties.
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulties in meeting its financial obligations as they fall due. They may arise from the Group's management of working capital, finance charges and principal repayments on its debt. Following the acquisition of the Fresh Burritos group, the Group's liquidity risk profile includes the working capital and funding requirements of the French operation.
The Group has access to a £10m revolving credit facility held with Santander UK plc, of which £2.8m is undrawn at the year end. Of this undrawn amount, £2.5m has been allocated to an ancillary facility, an overdraft, which was not utilised at 29 December 2024. As part of the Group's acquisition of Fresh Burritos group on 5 July 2024, fifteen bank loans totalling £1,335,928 were acquired.
The Directors regularly review cash flow forecasts to determine whether the Group has sufficient reserves to meet obligations and take advantage of opportunities.
Maturity analysis
|
|
|
Within 1 year |
|
1 to 2 years
|
|
2 to 5 years
|
|
Over 5 years |
|
Total
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
29 December 2024 |
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
12,180,782 |
|
- |
|
- |
|
- |
|
12,180,782 |
|
Lease liabilities |
|
8,514,332 |
|
6,998,525 |
|
16,087,227 |
|
16,610,119 |
|
48,210,203 |
|
Borrowings |
|
- |
|
7,770,634 |
|
585,777 |
|
77,112 |
|
8,433,523 |
|
|
|
20,695,114 |
|
14,769,159 |
|
16,673,004 |
|
16,687,231 |
|
68,824,508 |
|
|
|
|
|
|
|
|
|
|
|
|
|
31 December 2023 |
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
|
9,749,505 |
|
- |
|
- |
|
- |
|
9,749,505 |
|
Lease liabilities |
|
5,804,285 |
|
5,548,013 |
|
13,630,276 |
|
18,373,748 |
|
43,356,322 |
|
Borrowings |
|
- |
|
- |
|
2,949,021 |
|
- |
|
2,949,021 |
|
|
|
15,553,790 |
|
5,548,013 |
|
16,579,297 |
|
18,373,748 |
|
56,054,848 |
Lease liabilities in table are undiscounted for purposes of report
2.23 Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a legal or constructive obligation that probably requires settlement by a transfer of economic benefit, and a reliable estimate can be made of the amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the Group becomes aware of the obligation, and are measured at the best estimate at the balance sheet date of the expenditure required to settle the obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried in the Statement of financial position.
3. Critical accounting estimates and judgements
The Group makes certain judgements, estimates and assumptions regarding the future. Estimates and judgements are continually evaluated based on historical experience and other factors, including the expectations of future events that are believed to be reasonable under the circumstances. Judgements that have been made by the directors in the application of these accounting policies that fall within the scope of IAS 1 paragraph 125 have been discussed below.
Determining the discount rate for IFRS 16
At the commencement date of property leases the lease liability is calculated by discounting the lease payments. The discount rate used should be the interest rate implicit in the lease. However, if that rate cannot be readily determined, which is generally the case for property leases, the lessee's incremental borrowing rate is used. This being the rate that the individual lessee would have to pay to borrow the funds necessary to obtain an asset of similar value to the right-of-use asset in a similar economic environment with similar terms, security and conditions.
The Directors carried out a review of the historic borrowing rates of the Group and historic bond rates together with analysis of the lease terms. They concluded that the use of a single discount rate applied to all leases signed prior to 2 January 2022 is a reasonable approach. Based on this analysis a discount rate of 3.4 percent has been applied. Subsequently, discount rates have been applied on a lease-by-lease basis, in order to reflect the increasing risk-free rate during this period. These discount rates range from 4.9 percent to 7.3 percent.
For the lease liabilities at 29 December 2024 a 0.1 percent increase in the discount rate would reduce the total liabilities by £140,000 (31 December 2023: £11,000), which is not considered to be material. Therefore this is not considered to be a key source of estimation uncertainty.
Impairment of goodwill, right of use assets and property, plant and equipment
The key assumptions in the value-in-use calculations include the growth rates of revenue and expenses, together with the Group's weighted average cost of capital (WACC), which is used as a discount rate. Projected cash flows are based on financial budgets approved by the Board covering a four year period. Beyond this four year period, projected cash flows have been based on a 3.0% growth rate until the end of the lease terms. The value-in-use calculations also factor in the cost of maintaining the assets, set at £21,000 per annum for each site based on historic averages, and the impact of direct overhead costs.
For the leases held in Chilango Ltd, a further key assumption in the value-in-use calculations was that the leases with terms ending in less than five years would be able to be renewed with terms of 10 years, in line with the term lengths of leases held by
An independent external consultancy was engaged to calculate the Group's post-tax WACC. As at 29 December 2024, the pretax WACC was determined to be 15.0% (31 December 2023: 15.1%). An increase in the discount rate of 1.0 percent would increase the impairment charge for the 52 weeks ended 29 December 2024 by £33,000 (31 December 2023: £nil), which is not considered to be material.
In the 52 weeks ended 29 December 2024, goodwill of £5,510,175, property, plant and equipment assets of £15,768,094 and right-of-use assets of £31,750,594 have been tested for impairment. Detailed impairment testing resulted in the recognition of an impairment charge of £598,291 (52 weeks ended 31 December 2023: £289,901) against property, plant and equipment assets (note 15), an impairment charge of £684,757 (52 weeks ended 31 December 2023: £nil) against goodwill (note 14), and an impairment charge of £158,538 (52 weeks ended 31 December 2023: £nil) against right-of-use assets (note 13).
As these assumptions have a significant risk of resulting in a material adjustment to the carrying amounts of assets and liabilities within the next financial year, these are considered to be key sources of estimation uncertainty.
Business combinations
The acquisition of the Fresh Burritos group has been accounted for using the acquisition method under IFRS 3. The identifiable assets and liabilities are recognised at their fair value at the date of acquisition. Determining the fair value of these assets and liabilities involved a degree of estimation. In particular, the goodwill held within the Fresh Burritos group was not determined to be separately identifiable and so the fair value of this goodwill was adjusted to £nil. Additionally, a fair value adjustment was recognised in respect of the right-of-use assets to reflect the expected cash flows to be generated by the leases over their remaining terms, which is a source of significant estimation uncertainty.
Useful economic lives of property, plant and equipment
The depreciation charge is dependent upon the assumptions used regarding the useful economic lives of assets. A 10 percent increase in average useful economic lives would result in a £369,000 decrease in depreciation in the 52 weeks ended 29 December 2024 (31 December 2023: £346,000). This is not considered to be material and therefore this judgement is not deemed to be a key source of estimation uncertainty.
Share-based payments
The charge for share-based payments is calculated according to the methodology described in note 8. The Black-Scholes model requires subjective assumptions to be made including the volatility of the Company's share price, fair value of the shares and the risk free interest rates.
The vesting of certain share-based payments is dependent on the achievement of specific performance and expansion targets over the three financial years 2023, 2024 and 2025. Assumptions have been made regarding the likelihood of these criteria being met. A 25% increase in likelihood would result in a £33,000 increase in share-based payment charge in the 52 weeks ended 29 December 2024 (31 December 2023: £21,175). This is not considered to be material and therefore this judgement is not deemed to be a key source of estimation uncertainty.
4. Revenue
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Sale of goods |
|
66,898,225 |
|
64,848,049 |
|
Franchise royalty income |
|
1,101,264 |
|
826,916 |
|
|
|
67,999,489 |
|
65,674,965 |
|
Geographical analysis - revenue |
|
|
|
|
|
|
|
64,593,706 |
|
65,348,619 |
|
Rest of |
|
3,003,338 |
|
- |
|
Rest of World |
|
402,445 |
|
326,346 |
|
|
|
67,999,489 |
|
65,674,965 |
|
|
|
|
|
|
|
Geographical analysis - non-current assets |
|
|
|
|
|
|
|
45,456,164 |
|
46,267,334 |
|
Rest of |
|
6,214,726 |
|
- |
|
|
|
51,670,890 |
|
46,267,334 |
IFRS 8 Operating Segments requires operating segments to be based on the Group's internal reporting to its Chief Operating Decision Maker ("CODM"). The CODM is regarded as the management team of the Chief Executive Officer and the Chief Financial Officer.
The Group has five income streams:
•
•
•
•
•
The franchise aspects of the business have a minimal cost and asset base which cannot be reliably determined and therefore they are not considered to be material and separable segments, and are not separately monitored. There are similar economic characteristics between the franchise aspects and the Group-operated restaurant business, with each following a similar sales and EBITDA trajectory. These have been reviewed by the Directors along with the non-financial criteria of IFRS 8. It is the Directors' judgement that despite some short-term variability, all income streams have similar economic characteristics in the medium and long-term and meet the criteria for aggregation into a single reporting segment. Therefore, no segmental analysis is provided. While the nature of the Group's business is not considered to encompass separate operating segments for the reasons outlined above, there geographical monitoring and therefore analysis is presented in line with IFRS 8 paragraph 33.
5. Operating profit
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Depreciation and amortisation |
|
8,762,397 |
|
8,155,814 |
|
Impairment of right-of-use assets |
|
158,538 |
|
- |
|
Loss on disposal of fixed assets |
|
126,690 |
|
40,747 |
|
Impairment of fixed assets |
|
598,291 |
|
289,901 |
|
Impairment of goodwill |
|
684,757 |
|
- |
|
Variable lease payments |
|
418,846 |
|
692,886 |
|
Inventories - amounts charged as an expense |
|
15,889,248 |
|
14,883,204 |
|
Share option (credit)/expense |
|
(45,393) |
|
387,443 |
|
Pre-opening costs (non-GAAP)** |
|
397,243 |
|
344,570 |
|
Exceptional items (non-GAAP)* |
|
1,522,532 |
|
437,756 |
|
Bank arrangement fee amortisation |
|
18,540 |
|
18,540 |
|
|
|
|
|
|
|
Auditors remuneration: |
|
|
|
|
|
Audit fees |
|
165,610 |
|
133,000 |
|
Other assurance services |
|
17,500 |
|
9,700 |
* Exceptional items in 2024 includes £1.3m of costs incurred in relation to the acquisition of Fresh Burritos (see note 25).
|
|
|
|
|
|
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Pre-opening costs |
|
397,243 |
|
344,570 |
|
Number of new launches in period |
|
3 |
|
6 |
** Pre-opening costs include costs of £84,562 for the opening of one
6. Employees
The average monthly number of employees, including the directors, during the period was as follows:
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
No. |
|
No. |
|
|
|
|
|
|
|
Operations staff |
|
1,127 |
|
1,094 |
|
Head office staff |
|
61 |
|
52 |
|
|
|
1,188 |
|
1,146 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Wages and salaries |
|
21,026,142 |
|
19,634,665 |
|
Social security costs |
|
1,462,167 |
|
1,164,438 |
|
Pension costs |
|
279,981 |
|
220,650 |
|
Share based (credit)/expense (note 8) |
|
(45,393) |
|
387,443 |
|
|
|
22,722,897 |
|
21,407,196 |
Directors' remuneration, included in staff costs, was as follows:
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Short-term employee benefits |
|
762,000 |
|
585,205 |
|
Post-employment benefits |
|
2,000 |
|
2,643 |
|
|
|
764,000 |
|
587,848 |
7. Directors' remuneration and key management information
The highest paid Director received remuneration of £223,000 (2023: £231,000).
The number of Directors receiving pension contributions was 2 (2023: 2).
The share-based payment credit arising from the Directors' participation in the Company's LTIP scheme was £160,000 (2023: expense £219,000).
There are no Key Management Personnel other than the Directors. Further information about the remuneration of individual Directors is provided in the Annual Remuneration report on pages 48 to 51 of the annual report.
8. Share based payments
A transaction is accounted for as a share-based payment when services are paid for in shares or similar equity instruments.
The Group issues equity-settled share-based payments to Directors and certain members of staff. Equity-settled share-based schemes are measured at fair value at the date of grant, using the Black Scholes valuation model. The expected life used in the model is adjusted, based on Management's best estimate, for the effects of non-transferability, exercise restrictions and behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based payment is expensed on a straight-line basis over the vesting period, based on the Group's estimate of shares that will eventually vest.
The
Under the LTIP, options were awarded to Directors and members of the senior management team. 50 percent vests after three years and the remaining 50 percent vests after the fourth year. The vesting is dependent on achievement of specific Adjusted EBITDA targets for the 2023 and 2024 financial years. The Adjusted EBITDA target for 2023 has been met, however the target for 2024 has not been met. Therefore the options that were due to vest after three years have been forfeited.
In the 52 weeks ended 1 January 2023, 205,714 nil cost options were awarded under the LTIP to Directors which will vest on 1 December 2024. The vesting is dependent on the Directors' continuous employment.
In the 52 weeks ended 31 December 2023, 600,387 nil cost options were awarded under the LTIP to Directors and members of the senior management team which will vest on 10 May 2026. The vesting of the awards made to Directors is dependent on achievement of specific performance and expansion targets over the three financial years 2023, 2024 and 2025, as well as the Directors' continuous employment. The vesting of the awards made to members of the senior management team is dependent on continuous employment only.
In the 52 weeks ended 29 December 2024, 1,166,778 nil cost options and 119,081 market value options were awarded under the LTIP to Directors and members of the senior management team which have a vesting period of 36 months. The vesting of the awards made to Directors is dependent on achievement of specific expansion targets over the three financial years 2024, 2025 and 2026, as well as the Directors' continuous employment. The vesting of the awards made to members of the senior management team is dependent on continuous employment only.
Awards are forfeited if the employee leaves the Group before the awards vest, except under the circumstances where the employee is considered a 'Good Leaver'.
Details of the share awards outstanding are as follows:
|
|
|
29 December 2024 |
|
29 December 2024 |
|
31 December 2023 |
|
31 December 2023 |
|
|
|
Number of share options |
|
Weighted average exercise price |
|
Number of share options |
|
Weighted average exercise price |
|
|
|
# |
|
£ |
|
# |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
Outstanding at beginning of the period |
|
2,245,991 |
|
1.2 |
|
1,946,046 |
|
1.6 |
|
Granted during the period |
|
1,285,859 |
|
- |
|
600,387 |
|
- |
|
Exercised during the period |
|
- |
|
- |
|
- |
|
- |
|
Forfeited during the period |
|
(1,076,618) |
|
1.5 |
|
(300,442) |
|
1.8 |
|
Outstanding at the end of the period |
|
2,455,232 |
|
0.5 |
|
2,245,991 |
|
1.2 |
The awards outstanding at the end of 29 December 2024 have a remaining weighted average contractual life of nineteen months (31 December 2023: nineteen months) and an exercise price of £0.46 (31 December 2023: £1.16). At the end of 29 December 2024 543,392 awards were exercisable (31 December 2023: none).
The Group recognised total credits related to the above equity-settled share-based payment transactions in the form of options during the 52 weeks ended 29 December 2024 of £60,136 (31 December 2023: charge of £369,021) and related employer National Insurance charge of £14,743 (£31 December 2023: £18,422).
The fair values were calculated using a Black Scholes model. The inputs used for fair valuing awards granted during the period were as follows:
|
|
|
29 December 2024 |
|
|
||||
|
|
|
May-24 |
|
Jul-24 |
|
Dec-24 |
|
31 December 2023 |
|
|
|
|
|
|
|
|
|
|
|
Share price at grant date (pence) |
|
47p |
|
53p |
|
51p |
|
107p |
|
Exercise price (pence) |
|
- |
|
- |
|
52p |
|
- |
|
Expected volatility (%) |
|
58% |
|
57% |
|
53% |
|
56% |
|
Option life (years) |
|
3.0 |
|
3.0 |
|
3.0 |
|
3.0 |
|
Risk free interest rate (%) |
|
4.11% |
|
3.96% |
|
4.12% |
|
3.88% |
9. Interest receivable
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Bank interest income |
|
83,999 |
|
31,900 |
10. Interest payable and similar expenses
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
Bank interest payable |
|
477,781 |
|
269,491 |
|
Finance cost on lease liabilities |
|
1,736,683 |
|
1,531,685 |
|
|
|
2,214,464 |
|
1,801,176 |
11. Taxation
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
|
|
|
|
Current tax |
|
|
|
|
|
|
|
- |
|
- |
|
|
|
26,779 |
|
- |
|
Adjustments in respect of previous periods |
|
- |
|
(610,319) |
|
Total current tax |
|
26,779 |
|
(610,319) |
|
|
|
|
|
|
|
Deferred tax |
|
|
|
|
|
Origination and reversal of timing differences |
|
(17,277) |
|
617,696 |
|
Total deferred tax |
|
(17,277) |
|
617,696 |
|
|
|
|
|
|
|
Total tax charge for the period |
|
9,502 |
|
7,377 |
Factors affecting tax charge for the period
The tax assessed for the period differs from the standard rate of corporation tax in the
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
|
|
|
|
Loss on ordinary activities before tax |
|
(3,316,969) |
|
(1,085,166) |
|
|
|
|
|
|
|
Loss on ordinary activities multiplied by standard rate of corporation tax in the |
|
(829,242) |
|
(271,292) |
|
|
|
|
|
|
|
Effects of: |
|
|
|
|
|
Expenses not deductible for tax purposes |
|
415,580 |
|
91,098 |
|
Capital allowances in excess of depreciation |
|
140,616 |
|
608,059 |
|
Other timing differences, primarily arising from operating lease accounting |
|
(157,893) |
|
129,693 |
|
Movement in unprovided deferred tax |
|
440,441 |
|
60,138 |
|
Adjustments to tax charge in respect of prior periods |
|
- |
|
(610,319) |
|
Total tax charge / (credit) for the period |
|
9,502 |
|
7,377 |
At 29 December 2024, the Group had unused carried forward tax losses of £5,265,402 (31 December 2023: £3,037,488). £1,768,479 of carried forward tax losses relate to
12. Earnings / (Loss) per share
Basic earnings/(losses) per share is calculated by dividing the loss attributable to equity shareholders by the weighted average number of shares outstanding during the period.
|
|
|
52 weeks ended |
|
52 weeks ended |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
|
|
|
|
Loss used in calculating basic and diluted loss |
|
(3,326,471) |
|
(1,092,543) |
|
Weighted average number of shares for the purpose of basic and diluted earnings per share |
|
38,664,031 |
|
38,664,031 |
|
Basic and diluted loss per share (pence) |
|
(8.6) |
|
(2.8) |
In accordance with IAS 33, diluted EPS must be presented when a company could be required to issue shares that would decrease earnings per share or increase the loss per share. However, IAS 33 stipulates that diluted EPS cannot show an improvement compared to basic EPS. In this case, as the inclusion of potential ordinary shares would result in an improvement, they have been disregarded in the calculation of diluted EPS.
13. Leases
|
Right-of-use assets |
£ |
|
|
|
|
|
|
|
At 01 January 2023 |
31,035,358 |
|
Additions |
3,682,001 |
|
Arising from acquisition |
- |
|
Disposals |
(851,987) |
|
Depreciation |
(4,344,878) |
|
|
|
|
At 31 December 2023 |
29,520,494 |
|
|
|
|
Additions |
4,486,940 |
|
Arising from acquisition |
4,094,256 |
|
Disposals |
(1,665,249) |
|
Depreciation |
(4,685,847) |
|
Impairment |
(158,538) |
|
|
|
|
At 29 December 2024 |
31,592,056 |
|
|
|
|
Lease liabilities |
£ |
|
|
|
|
At 01 January 2023 |
(36,723,889) |
|
Additions |
(3,682,004) |
|
Arising from acquisition |
- |
|
Interest expense |
(1,531,685) |
|
Lease payments |
5,881,752 |
|
Disposals |
851,987 |
|
|
|
|
At 31 December 2023 |
(35,203,839) |
|
|
|
|
Additions |
(4,487,023) |
|
Arising from acquisition |
(4,642,972) |
|
Interest expense |
(1,735,062) |
|
Lease payments |
6,853,314 |
|
Disposals |
1,665,249 |
|
|
|
|
At 29 December 2024 |
(37,550,333) |
Carrying amount by maturity of the Group lease liabilities
|
|
Within 1 year |
|
1 to 2 years |
|
2 to 5 years |
|
Over 5 years |
|
More than 1 year |
|
Total |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29 December 2024 |
7,060,640 |
|
6,242,115 |
|
13,205,294 |
|
11,042,284 |
|
30,489,693 |
|
37,550,333 |
|
31 December 2023 |
5,670,902 |
|
5,195,183 |
|
11,769,439 |
|
12,568,315 |
|
29,532,937 |
|
35,203,839 |
|
|
|
|
|
|
|
|
|
|
|
|
|
The maturity analysis for the undiscounted lease liabilities is detailed in note 2.22.
The Group has 40 (2023: 33) lease contracts that include variable lease payments in the form of revenue-based rent top-ups. The Group also has certain leases with lease terms of 12 months or less. The Group applies the 'short-term lease' and 'lease of low-value assets' recognition exemptions for these leases. In the 52 weeks ended 29 December 2024, the total expense arising from variable lease payments amounted to £418,846 (52 weeks ended 31 December 2023: £692,886).
The majority of
14. Intangible assets
|
|
Computer software |
|
Leasehold rights |
|
|
|
Total
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 01 January 2023 |
15,500 |
|
|
|
2,624,886 |
|
2,640,386 |
|
At 31 December 2023 |
15,500 |
|
|
|
2,624,886 |
|
2,640,386 |
|
Arising on acquisition |
12,577 |
|
82,928 |
|
2,885,289 |
|
2,980,794 |
|
At 29 December 2024 |
28,077 |
|
82,928 |
|
5,510,175 |
|
5,621,180 |
|
|
|
|
|
|
|
|
|
|
Amortisation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 01 January 2023 |
8,181 |
|
|
|
- |
|
8,181 |
|
Amortisation charge |
5,166 |
|
|
|
- |
|
5,166 |
|
At 31 December 2023 |
13,347 |
|
- |
|
- |
|
13,347 |
|
Amortisation charge |
4,563 |
|
9,482 |
|
- |
|
14,045 |
|
Impairment |
- |
|
- |
|
684,757 |
|
684,757 |
|
At 29 December 2024 |
17,910 |
|
9,482 |
|
684,757 |
|
712,149 |
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 29 December 2024 |
10,167 |
|
73,446 |
|
4,825,418 |
|
4,909,031 |
|
At 31 December 2023 |
2,153 |
|
- |
|
2,624,886 |
|
2,627,039 |
The components of goodwill comprise the amounts arising on acquisition of the following businesses:
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
110,374 |
|
334,647 |
|
Brushfield Street |
171,507 |
|
171,507 |
|
Chancery Lane |
117,126 |
|
117,126 |
|
Croydon |
104,577 |
|
104,577 |
|
Islington |
5,930 |
|
466,414 |
|
London Bridge |
543,801 |
|
543,801 |
|
|
363,928 |
|
363,928 |
|
|
522,886 |
|
522,886 |
|
|
1,940,129 |
|
2,624,886 |
|
|
|
|
|
|
|
2,885,289 |
|
- |
|
|
4,825,418 |
|
2,624,886 |
At the acquisition date, goodwill is allocated to each group of CGUs expected to benefit from the combination. Each site is considered to be a separate CGU for impairment purposes and therefore the goodwill was allocated to individual sites. The goodwill allocation was based on the forecasted EBITDA that was expected to be generated.
15. Tangible assets
|
|
Long-term leasehold property |
|
Plant and machinery
|
|
Fixtures and |
|
Total
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 01 January 2023 |
16,049,266 |
|
5,128,645 |
|
6,692,407 |
|
27,870,318 |
|
Additions |
1,995,101 |
|
960,842 |
|
1,579,174 |
|
4,535,117 |
|
Disposals |
(51,995) |
|
(860,302) |
|
(765,619) |
|
(1,677,916) |
|
At 31 December 2023 |
17,992,372 |
|
5,229,185 |
|
7,505,962 |
|
30,727,519 |
|
Additions |
803,688 |
|
2,780,168 |
|
1,415,335 |
|
4,999,191 |
|
Arising on acquisition |
- |
|
1,395,405 |
|
220,110 |
|
1,615,515 |
|
Disposal |
(432,889) |
|
(120,192) |
|
(63,798) |
|
(616,879) |
|
At 29 December 2024 |
18,363,171 |
|
9,284,566 |
|
9,077,609 |
|
36,725,346 |
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 01 January 2023 |
8,068,909 |
|
3,269,990 |
|
2,810,318 |
|
14,149,217 |
|
Charge for the period |
1,238,432 |
|
640,731 |
|
1,926,606 |
|
3,805,769 |
|
Disposals |
(34,288) |
|
(849,855) |
|
(753,026) |
|
(1,637,169) |
|
Impairment charge |
289,901 |
|
- |
|
- |
|
289,901 |
|
At 31 December 2023 |
9,562,954 |
|
3,060,866 |
|
3,983,898 |
|
16,607,718 |
|
Charge for the period |
1,180,809 |
|
917,411 |
|
1,955,906 |
|
4,054,126 |
|
Arising from acquisition |
- |
|
624,503 |
|
161,094 |
|
785,597 |
|
Disposals |
(510,015) |
|
(81,909) |
|
101,735 |
|
(490,189) |
|
Impairment charge |
527,152 |
|
54,119 |
|
17,020 |
|
598,291 |
|
At 29 December 2024 |
10,760,900 |
|
4,574,990 |
|
6,219,653 |
|
21,555,543 |
|
|
|
|
|
|
|
|
|
|
Net book value |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 29 December 2024 |
7,602,271 |
|
4,709,576 |
|
2,857,956 |
|
15,169,803 |
|
At 31 December 2023 |
8,429,418 |
|
2,168,319 |
|
3,522,064 |
|
14,119,801 |
16. Inventories
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Food and beverage for resale |
547,753 |
|
358,861 |
There is no material difference between the replacement cost of inventories and the amounts stated above.
Total inventory recognised as an expense in the consolidated statement of comprehensive income during the period was £15,899,248 (52 weeks ended 31 December 2023: £14,883,204).
17. Trade and other receivables
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Trade receivables |
743,556 |
|
404,241 |
|
Other receivables |
1,284,958 |
|
1,713,007 |
|
Prepayments and accrued income |
1,270,959 |
|
1,017,827 |
|
|
3,299,473 |
|
3,135,075 |
Trade receivables primarily relate to sales due from third party delivery providers and these are settled the week immediately following the week in which the sale was recorded. There are also amounts owed by the Group's franchise partners, which are due within 30 days of the end of the period.
Other receivables consists of deposits held by third parties, generally landlords, and franchise income accrued but not yet invoiced to third parties.
The Group held no collateral against these receivables at the balance sheet dates. The Directors consider that the carrying amount of receivables are recoverable in full and that any expected credit losses are immaterial.
18. Cash and cash equivalents
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Cash at bank and in hand |
2,760,960 |
|
1,644,674 |
Cash and cash equivalents comprise cash at bank, in hand and cash in transit. Cash in transit comprises card payment receipts, which are received on the next working day. The fair value of cash and cash equivalents is the same as their carrying value.
19. Trade and other payables
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Trade payables |
(4,664,955) |
|
(2,768,567) |
|
Other taxation and social security |
(2,192,159) |
|
(2,119,292) |
|
Other payables |
(1,535,772) |
|
(940,674) |
|
Accruals and deferred income |
(3,787,896) |
|
(3,920,972) |
|
|
(12,180,782) |
|
(9,749,505) |
20. Loans and borrowings
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Bank loans - falling due after one year |
(8,465,962) |
|
(3,000,000) |
|
Amortised issue costs |
32,439 |
|
50,979 |
|
|
|
|
|
|
|
(8,433,523) |
|
(2,949,021) |
As part of the Group's IPO on 8 October 2021, the existing facilities were repaid and a new financing arrangement was signed with Santander UK plc. This is a £10m senior facility, repayable in full on 14 September 2026, with a drawn balance at 29 December 2024 of £7.2m (31 December 2023: £3.0m). The Group has allocated £2.5m of the remaining undrawn amount to an ancillary facility, an overdraft, which was not utilised at 29 December 2024 or 31 December 2023. Arrangement fees of £93,000 were incurred as part of the refinancing and this is being amortised to the Group consolidated statement of comprehensive income over the term of the facility. The loan balance is being recognised net of these arrangement fees.
The facility accrues interest at rates of 2.75% - 3.25% plus SONIA and the overdraft attracts interest at a rate of 2.75% plus SONIA when utilised. These loans are secured by a debenture over the assets of the Group and are presented net of capitalised amortised issue costs.
As part of the Group's acquisition of Fresh Burritos group on 5 July 2024, thirteen bank loans totalling £1,335,928 were acquired. These loans are held across Société Générale S.A,
21. Deferred taxation
|
|
|
|
Deferred taxation liability |
|
|
|
|
£ |
|
|
|
|
|
|
At 1 January 2023 |
|
|
- |
|
Charged to profit or loss |
|
|
617,696 |
|
At 31 December 2023 |
|
|
617,696 |
|
Charged to profit or loss |
|
|
(17,277) |
|
At 29 December 2024 |
|
|
600,419 |
|
|
|
|
|
|
|
|
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Accelerated capital allowances |
(1,474,650) |
|
(1,444,558) |
|
Tax losses carried forward |
874,231 |
|
826,862 |
|
|
(600,419) |
|
(617,696) |
22. Share capital
|
|
29 December 2024 |
|
31 December 2023 |
|
|
£ |
|
£ |
|
|
|
|
|
|
Allotted, called up and fully paid |
|
|
|
|
38,664,031 Ordinary shares of £0.01 each |
386,640 |
|
386,640 |
Ordinary shares entitle the holder to participate in dividends and the process on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have a par value of £0.01 and the Company does not have a limited amount of authorised capital.
23. Reserves
Share premium account
The share premium account records the amount above the nominal value received for shares sold.
Share based payment reserve
The Group presents employee share options as an adjustment to own equity through this reserve until the point that the shares are awarded and cease to be conditional awards.
Merger Reserve
The merger reserve represents the excess over nominal value of the fair value consideration for the business combination of
Profit and loss account
The accumulated net profits and losses of the Group.
24. Analysis of net debt
|
|
At 31 December 2023 |
|
Cash flows |
|
Amounts arising on acquisition of subsidiaries |
|
Loan drawdown |
|
Additions and disposals of leases |
|
Finance expense |
At 29 December 2024 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
1,644,674 |
|
(3,263,616) |
|
179,902 |
|
4,200,000 |
|
|
|
|
2,760,960 |
|
Bank loans |
(2,949,021) |
|
|
|
(1,335,928) |
|
(4,200,000) |
|
|
|
51,426 |
(8,433,523) |
|
Lease liabilities |
(35,203,839) |
|
6,853,314 |
|
(4,642,972) |
|
|
|
(2,821,774) |
|
(1,735,062) |
(37,550,333) |
|
Net debt |
(36,508,186) |
|
3,589,698 |
|
(5,798,998) |
|
- |
|
(2,821,774) |
|
(1,683,636) |
(43,222,896) |
|
|
At 2 January 2023 |
|
Cash flows |
|
Additions and disposals of leases |
|
Finance expense |
|
At 31 December 2023 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
Cash at bank and in hand |
2,375,800 |
|
(731,126) |
|
- |
|
- |
|
1,644,674 |
|
Bank loans |
(2,930,481) |
|
- |
|
- |
|
(18,540) |
|
(2,949,021) |
|
Lease liabilities |
(36,723,889) |
|
5,881,748 |
|
(2,830,013) |
|
(1,531,685) |
|
(35,203,839) |
|
Net debt |
(37,278,570) |
|
5,150,622 |
|
(2,830,013) |
|
(1,550,225) |
|
(36,508,186) |
25. Business combinations
On 5 July 2024, the Company entered into a transaction to acquire the Fresh Burritos Group. This included 100% of the issued share capital and voting rights of six entities FB GDN, LADJ & CO, FB VDE, FB NICE, FB CARRE SENART, and FB STRAS51, and the trade and assets of seven further restaurants: FB ATLANTIS SARL, FB BERCY SARL, FB BETHUNE SARL, FB CERGY SARL, FB GRENOLBLE SARL, FB NANTES SARL, and FB SAINT-
The purpose of the acquisition was to grow the Group's business by entering into a new market in
|
Recognised amounts of identifiable assets acquired and liabilities assumed |
|||||
|
|
|
|
|
|
|
|
|
Book value |
|
Fair value adjustments |
|
Fair value |
|
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Non-current assets |
|
|
|
|
|
|
Intangible assets |
1,104,368 |
|
(1,019,784) |
|
84,584 |
|
Tangible assets |
846,489 |
|
- |
|
846,489 |
|
Right-of-use assets |
4,642,973 |
|
(548,717) |
|
4,094,256 |
|
Total non-current assets |
6,593,830 |
|
(1,568,501) |
|
5,025,329 |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Inventories |
32,860 |
|
|
|
32,860 |
|
Trade and other receivables |
326,953 |
|
|
|
326,953 |
|
Cash and cash equivalents |
179,902 |
|
|
|
179,902 |
|
Total current assets |
539,715 |
|
- |
|
539,715 |
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
Trade and other payables due within one year |
(942,687) |
|
177,247 |
|
(765,440) |
|
Loans and borrowings due after more than one year |
(1,553,542) |
|
217,614 |
|
(1,335,928) |
|
Lease liabilities |
(4,642,972) |
|
|
|
(4,642,972) |
|
Total liabilities |
(7,139,201) |
|
394,861 |
|
(6,744,340) |
|
|
|
|
|
|
|
|
Total identifiable net liabilities |
(5,656) |
|
(1,173,640) |
|
(1,179,296) |
|
|
|
|
|
|
|
|
|
|
|
|
|
2,885,289 |
|
|
|
|
|
|
|
|
Total purchase consideration |
|
|
|
|
1,705,993 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of consideration paid: |
|
|
|
|
|
|
Cash |
|
|
|
|
1,530,155 |
|
Contingent consideration |
|
|
|
|
175,838 |
|
Total purchase consideration |
|
|
|
|
1,705,993 |
At acquisition date, the acquired entities reported goodwill and licence fees of £1,019,784 within intangible assets. These were not considered to be separately identifiable and therefore a fair value adjustment was made in respect of these.
The lease liabilities of £4,642,972 were calculated on acquisition in line with IFRS 3. These were calculated as if the lease inception date was the acquisition date.
The goodwill arising on the Fresh Burritos acquisition is not deductible for tax purposes.
The contingent consideration was dependent on the finalisation of the net non-banking debt of the acquired entities as at the date of acquisition. The contingent consideration was outstanding as at 29 December 2024, however subsequent to the period year this has been finalised and settled in full.
The revenue included in the consolidated statement of comprehensive income since 5 July 2024 contributed by the Fresh Burritos group was £3,003,338. The Fresh Burritos group also contributed losses of £1,639,477 over the same period. Had the Fresh Burritos group been consolidated from 1 January 2024, the consolidated statement of comprehensive income would have included revenue of £4,777,665 and losses of £2,651,939.
An amount of £1,285,503 has been charged to the Statement of comprehensive income in the 52 weeks ended 29 December 2024 in respect of acquisition costs and is recognised within administrative expenses.
26. Subsidiary undertakings
|
The subsidiaries of |
|||||||
|
|
|
|
|
|
|
|
|
|
|
Registered Office |
|
Principal activity |
|
|
|
Holding |
|
|
|
|
Operation of restaurants |
|
|
100% |
|
|
Mexican Grill International Franchise Ltd |
|
|
International franchising |
|
|
100% |
|
|
California Grill Ltd |
|
|
Holding leases |
|
|
|
100% |
|
Chilango Ltd |
|
|
Operation of restaurants |
|
|
100% |
|
|
Chilango City Ltd |
|
|
Holding leases |
|
|
|
100% |
|
Chilango London Ltd |
|
|
Holding leases |
|
|
|
100% |
|
Chilango Mexican Ltd |
|
|
Holding leases |
|
|
|
100% |
|
Chilango |
|
|
Holding leases |
|
|
|
100% |
|
Tortilla Mexican Grill France SAS |
|
|
Financing subsidiaries |
|
|
|
100% |
|
Tortilla Restaurants SAS |
|
|
Operation of restaurants |
|
|
100% |
|
|
Tortilla Franchise SAS |
|
|
Franchising |
|
|
|
100% |
|
FB CARRE SENART |
|
|
Operation of restaurants |
|
|
100% |
|
|
FB GDN |
|
|
Operation of restaurants |
|
|
100% |
|
|
FB NICE |
|
|
Operation of restaurants |
|
|
100% |
|
|
FB STRAS51 |
|
|
Operation of restaurants |
|
|
100% |
|
|
FB VDE |
|
|
Operation of restaurants |
|
|
100% |
|
|
LAJD & CO |
|
|
Operation of restaurants |
|
|
100% |
|
|
|
|
|
|
|
|
|
100% |
The registered address for all above named subsidiaries based in the
The registered address for all above named subsidiaries based in
The shares held in all above named subsidiaries are ordinary shares.
The below subsidiaries will apply the parent guarantee audit exemption under section 479A of the Companies Act 2006 for the purposes of their reporting for the period ended 29 December 2024: California Grill Ltd, Chilango London Ltd, and Chilango Mexican Ltd.
27. Related party transactions
28. Controlling party
The Directors believe that there is no ultimate controlling party of the Group.
29. Capital commitments
The Group had capital commitments of £215,000 at 29 December 2024 (31 December 2023: £nil).
30. Post-balance sheet events
The Directors consider that there are no material post balance sheet effects affecting the Group or the Company that have occurred between the end of the period and the date of publication of this report.
31. IFRS comparison to
This is a non-GAAP note and does not form part of the financial statements.
|
|
Pre-IFRS 16 |
|
IFRS 16 |
|
IFRS |
|
Pre-IFRS 16 |
|
IFRS 16 |
|
IFRS |
|
|
52 weeks ended |
|
adjustments
|
|
52 weeks ended |
|
52 weeks ended |
|
adjustments
|
|
52 weeks ended |
|
|
29 December 2024 |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
31 December 2023 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenue |
67,247,502 |
|
- |
|
67,247,502 |
|
65,674,965 |
|
- |
|
65,674,965 |
|
Cost of sales |
(15,294,786) |
|
147,525 |
|
(15,147,261) |
|
(14,883,204) |
|
- |
|
(14,883,204) |
|
Gross profit |
51,952,716 |
|
147,525 |
|
52,100,241 |
|
50,791,761 |
|
- |
|
50,791,761 |
|
Administrative expenses |
(54,997,403) |
|
1,710,658 |
|
(53,286,745) |
|
(51,657,149) |
|
1,549,498 |
|
(50,107,651) |
|
Profit/(loss) from operations |
(3,044,687) |
|
1,858,183 |
|
(1,186,504) |
|
(865,388) |
|
1,549,498 |
|
684,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
4,475,155 |
|
6,614,043 |
|
11,089,198 |
|
4,565,275 |
|
5,793,606 |
|
10,358,881 |
|
Pre-opening costs |
(411,114) |
|
13,871 |
|
(397,243) |
|
(478,911) |
|
134,341 |
|
(344,570) |
|
Share based payments |
45,393 |
|
- |
|
45,393 |
|
(387,443) |
|
- |
|
(387,443) |
|
Depreciation and amortisation |
(4,163,840) |
|
(4,725,247) |
|
(8,889,087) |
|
(3,818,112) |
|
(4,378,449) |
|
(8,196,561) |
|
Impairment charge |
(1,283,048) |
|
(158,538) |
|
(1,441,586) |
|
(289,901) |
|
- |
|
(289,901) |
|
Non-trading costs |
(3,612) |
|
- |
|
(3,612) |
|
(18,540) |
|
- |
|
(18,540) |
|
FX loss |
(67,035) |
|
- |
|
(67,035) |
|
- |
|
- |
|
- |
|
Exceptional items |
(1,636,586) |
|
114,054 |
|
(1,522,532) |
|
(437,756) |
|
- |
|
(437,756) |
|
Profit/(loss) from operations |
(3,044,687) |
|
1,858,183 |
|
(1,186,504) |
|
(865,388) |
|
1,549,498 |
|
684,110 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Finance income |
83,999 |
|
- |
|
83,999 |
|
31,900 |
|
- |
|
31,900 |
|
Finance expense |
(478,063) |
|
(1,736,401) |
|
(2,214,464) |
|
(269,491) |
|
(1,531,685) |
|
(1,801,176) |
|
Profit/(loss) before tax |
(3,438,751) |
|
121,782 |
|
(3,316,969) |
|
(1,102,979) |
|
17,813 |
|
(1,085,166) |
|
Tax (charge)/credit |
(9,502) |
|
- |
|
(9,502) |
|
(7,377) |
|
- |
|
(7,377) |
|
Loss for the period |
(3,448,253) |
|
121,782 |
|
(3,326,471) |
|
(1,110,356) |
|
17,813 |
|
(1,092,543) |
31. IFRS comparison to
|
|
Pre-IFRS 16 |
|
IFRS 16 |
|
IFRS |
|
Pre-IFRS 16 |
|
IFRS 16 |
|
IFRS |
|
|
52 weeks ended |
|
adjustments
|
|
52 weeks ended |
|
52 weeks ended |
|
adjustments
|
|
52 weeks ended |
|
|
29 December 2024 |
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
31 December 2023 |
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets |
4,909,031 |
|
- |
|
4,909,031 |
|
2,627,039 |
|
- |
|
2,627,039 |
|
Tangible assets |
14,675,387 |
|
494,416 |
|
15,169,803 |
|
13,573,308 |
|
546,493 |
|
14,119,801 |
|
Right-of-use assets |
(548,716) |
|
32,140,772 |
|
31,592,056 |
|
- |
|
29,520,494 |
|
29,520,494 |
|
Total fixed assets |
19,035,702 |
|
32,635,188 |
|
51,670,890 |
|
16,200,347 |
|
30,066,987 |
|
46,267,334 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
|
|
|
|
|
|
Inventories |
547,753 |
|
- |
|
547,753 |
|
358,861 |
|
- |
|
358,861 |
|
Trade and other receivables |
4,417,207 |
|
(1,117,734) |
|
3,299,473 |
|
4,213,507 |
|
(1,078,432) |
|
3,135,075 |
|
Cash at bank and in hand |
2,760,960 |
|
- |
|
2,760,960 |
|
1,644,674 |
|
- |
|
1,644,674 |
|
Total current assets |
7,725,920 |
|
(1,117,734) |
|
6,608,186 |
|
6,217,042 |
|
(1,078,432) |
|
5,138,610 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Trade and other payables |
(13,672,810) |
|
1,492,028 |
|
(12,180,782) |
|
(11,416,127) |
|
1,666,622 |
|
(9,749,505) |
|
Lease liabilities |
(2,441,919) |
|
(7,060,640) |
|
(9,502,559) |
|
- |
|
(5,670,902) |
|
(5,670,902) |
|
Total current liabilities |
(16,114,729) |
|
(5,568,612) |
|
(21,683,341) |
|
(11,416,127) |
|
(4,004,280) |
|
(15,420,407) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-current liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
Loans and borrowings |
(8,547,577) |
|
114,054 |
|
(8,433,523) |
|
(2,949,021) |
|
- |
|
(2,949,021) |
|
Lease liabilities |
2,442,002 |
|
(30,489,776) |
|
(28,047,774) |
|
- |
|
(29,532,937) |
|
(29,532,937) |
|
Deferred taxation |
(600,419) |
|
- |
|
(600,419) |
|
(617,696) |
|
- |
|
(617,696) |
|
Total non-current liabilities |
(6,705,994) |
|
(30,375,722) |
|
(37,081,716) |
|
(3,566,717) |
|
(29,532,937) |
|
(33,099,654) |
|
|
|
|
- |
|
|
|
|
|
|
|
|
|
Net assets |
3,940,899 |
|
(4,426,880) |
|
(485,981) |
|
7,434,545 |
|
(4,548,662) |
|
2,885,883 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity attributable to equity holders of the company |
|
|
|
|
|
|
|
|
|
|
|
|
Called up share capital |
386,640 |
|
- |
|
386,640 |
|
386,640 |
|
- |
|
386,640 |
|
Share premium account |
4,433,250 |
|
- |
|
4,433,250 |
|
4,433,250 |
|
- |
|
4,433,250 |
|
Share based payment reserve |
794,585 |
|
- |
|
794,585 |
|
839,978 |
|
- |
|
839,978 |
|
Merger reserve |
4,793,170 |
|
- |
|
4,793,170 |
|
4,793,170 |
|
- |
|
4,793,170 |
|
Profit and loss account |
(6,466,746) |
|
(4,426,880) |
|
(10,893,626) |
|
(3,018,493) |
|
(4,548,662) |
|
(7,567,155) |
|
Total equity |
3,940,899 |
|
(4,426,880) |
|
(485,981) |
|
7,434,545 |
|
(4,548,662) |
|
2,885,883 |
Company statement of financial position
As at 29 December 2024
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
Note |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
Fixed assets |
|
|
|
|
|
|
Investments |
3 |
|
1,504,133 |
|
1,549,526 |
|
|
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Debtors: amounts falling due within one year |
4 |
2,608,115 |
|
2,608,115 |
|
|
Creditors: amounts falling due within one year |
5 |
(1,205,054) |
|
(343,386) |
|
|
|
|
|
|
|
|
|
Net current assets |
|
|
1,403,061 |
|
2,264,729 |
|
|
|
|
|
|
|
|
Total assets less current liabilities |
|
|
2,907,194 |
|
3,814,255 |
|
|
|
|
|
|
|
|
Net assets |
|
|
2,907,194 |
|
3,814,255 |
|
|
|
|
|
|
|
|
Capital and reserves |
|
|
|
|
|
|
Called up share capital |
6 |
|
386,640 |
|
386,640 |
|
Share premium account |
7 |
|
4,433,250 |
|
4,433,250 |
|
Share based payment reserve |
7 |
|
794,585 |
|
839,978 |
|
Profit and loss account |
7 |
|
(2,707,281) |
|
(1,845,613) |
|
|
|
|
2,907,194 |
|
3,814,255 |
The accompanying notes on pages 52 to 54 form an integral part of these financial statements.
As permitted by section 408(3) of the Companies Act 2006, the Company's statement of comprehensive income has not been included in these financial statements. The loss for the period was £861,668 (2023: £5,479).
The financial statements of
CHIEF FINANCIAL OFFICER
20 May 2025
Company statement of changes in equity
For the 52 weeks ended 29 December 2024
|
|
|
Called up share capital |
|
Share premium account |
|
Other reserves
|
|
Profit and loss account |
|
Total equity
|
|
|
|
£ |
|
£ |
|
£ |
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 02 January 2023 |
|
386,640 |
|
4,433,250 |
|
452,535 |
|
(1,840,134) |
|
3,432,291 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
(5,479) |
|
(5,479) |
|
Share based payments |
|
- |
|
- |
|
387,443 |
|
- |
|
387,443 |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 01 January 2024 |
|
386,640 |
|
4,433,250 |
|
839,978 |
|
(1,845,613) |
|
3,814,255 |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the period |
|
- |
|
- |
|
- |
|
(861,668) |
|
(861,668) |
|
Share based payments |
|
- |
|
- |
|
(45,393) |
|
- |
|
(45,393) |
|
|
|
|
|
|
|
|
|
|
|
|
|
At 29 December 2024 |
|
386,640 |
|
4,433,250 |
|
794,585 |
|
(2,707,281) |
|
2,907,194 |
The notes on pages 52 to 54 form part of these financial statements.
Notes to the financial statements
For the 52 weeks ended 29 December 2024
1. General information
The Company was incorporated on 15 July 2021 and was admitted to trading on AIM on 8 October 2021. The Company is a public limited company limited by shares whose shares are publicly traded on the Alternative Investment Market of the London Stock Exchange.
The principal activity of the Company and the nature of the Company's operations are as a holding entity.
2. Accounting policies
2.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention unless otherwise specified within these
accounting policies and in accordance with Financial Reporting Standard 102, the Financial Reporting Standard applicable
in the
As permitted by FRS 102, the Company has taken advantage of the disclosure exemptions available under that standard in relation to presentation of a Company statement of comprehensive income and Company statement of cash flows, standards not yet effective, impairment of assets, related party transactions and remuneration of key management personnel.
The financial statements are presented in GBP. The financial statements present information about the Company as an
individual entity and not about the Group.
The following principal accounting policies have been applied:
2.2 Investments
Investments held as non-current assets are stated at cost less provision for any impairment. The carrying value of investments are reviewed for impairment when events or changes in circumstances indicate that the carrying amount may not be recoverable. Shares issued in a paper for paper exchange to which local merger relief applies are booked at their nominal value.
2.3 Financial instruments
The Company enters into basic financial instrument transactions that result in the recognition of financial assets and liabilities like trade and other debtors and creditors, and loans from banks and other parties.
Debt instruments (other than those wholly repayable or receivable within one year), including loans and other accounts receivable and payable, are initially measured at the present value of the future cash flows and subsequently at amortised cost using the effective interest rate method. Debt instruments that are payable within one year, typically trade debtors and credit, are measured, initially and subsequently, at the undiscounted amount of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at the end of each reporting period for objective evidence of impairment. If objective evidence is found, an impairment loss is recognised in the statement of comprehensive income.
Financial assets and liabilities are offset and the net amount reported in the statement of financial position when there is an enforceable right to set off the recognised amounts and there is an intention to settle on a net basis or to realise the asset and settle the liability simultaneously.
3. Fixed asset investments
|
|
|
|
|
Investment in subsidiary companies |
|
|
|
|
|
£ |
|
|
|
|
|
|
|
Cost |
|
|
|
|
|
|
|
|
|
|
|
At 02 January 2023 |
|
|
|
1,162,083 |
|
Additions - |
|
|
|
387,443 |
|
|
|
|
|
|
|
At 01 January 2024 |
|
|
|
1,549,526 |
|
|
|
|
|
|
|
Additions - |
|
|
|
(45,393) |
|
|
|
|
|
|
|
At 29 December 2024 |
|
|
|
1,504,133 |
The investment additions in
The Company's subsidiary undertakings are shown in note 26 to the consolidated financial statements.
4. Debtors
|
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Amounts owed by group undertakings |
|
|
|
2,584,414 |
|
2,584,414 |
|
Other debtors |
|
|
|
23,701 |
|
23,701 |
|
|
|
|
|
2,608,115 |
|
2,608,115 |
Amounts owed by group undertakings are repayable on demand and are non-interest bearing.
5. Creditors: amounts falling due within one year
|
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Amounts owed to group undertakings |
|
|
|
(907,863) |
|
- |
|
Other creditors |
|
|
|
(250,000) |
|
(250,000) |
|
Accruals and deferred income |
|
|
|
(47,191) |
|
(93,386) |
|
|
|
|
|
(1,205,054) |
|
(343,386) |
Amounts owed to group undertakings are repayable on demand and are non-interest bearing.
6. Share capital
|
|
|
|
|
29 December 2024 |
|
31 December 2023 |
|
|
|
|
|
£ |
|
£ |
|
|
|
|
|
|
|
|
|
Allotted, called up and fully paid |
|
|
|
|
|
|
|
38,664,031 Ordinary shares of £0.01 each |
|
|
|
386,640 |
|
386,640 |
In addition to the table above, please refer to note 22 of the consolidated financial statements, which provides information on the Company's called up share capital.
7. Reserves
Share premium account
The share premium account records the amount above the nominal value received for shares sold.
Share based payment reserve
The Group presents employee share options as an adjustment to own equity through this reserve until the point that the shares are awarded and cease to be conditional awards.
Profit and loss account
The accumulated net profits and losses of the Group.
8. Controlling party
The Directors believe that there is no ultimate controlling party of the Company.
[1] YouGov PLC April 2025
[2] defined as the percentage change in like-for-like sales compared to the previous year.
RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy.