4 February 2025
VARIOUS EATERIES
PLC
("Various Eateries" or "the Company"
and
with its subsidiaries "the Group")
Final
Results
52-week
period ending 29 September 2024
Resilient trading with
growing momentum as the year progressed
Various Eateries PLC, the owner,
developer and operator of all day clubhouse, restaurant and hotel
sites in the United Kingdom, announces its results for the 52 weeks
ended 29 September 2024.
Financial Highlights
·
|
Revenue growth of 9% to £49.5m
(2023: £45.5m), largely driven by new site openings
|
·
|
Adjusted EBITDA* profit of £0.3m
(2023 loss of £2.2m), due to solid trading performance and
significant operational improvement.
|
·
|
Cash at bank of £5.8m (2023:
£1.9m)
|
·
|
Total loss before tax of £3.4m
(2023: loss of £6.7m)
|
·
|
Net cash of £2.7m (2023: net debt
of £11.6m)
|
Operational Highlights
·
|
£10.1m fundraise in H1 to support
rollout plans and working capital
|
·
|
Successful opening of two new
sites, Coppa Club Cardiff and Noci Richmond
|
·
|
Key areas of leadership were
strengthened to support the Group's long-term
objectives.
|
·
|
Adaptations to site portfolio to
enhance year-round usability regardless of weather
conditions
|
·
|
Completed key operational
initiatives such as streamlining supply chain, renegotiating
supplier agreements and enhancing resource management
|
Post-period Highlights & Outlook
·
|
Strengthened leadership
structure
|
|
o
|
Appointment of Mark Loughborough
as CEO
|
|
o
|
Andy Bassadone transitioned from
Executive Chairman to Executive Director
|
|
o
|
Glyn Barker transitioned from
Non-Executive Director to Non-Executive Chairman
|
·
|
Solid start to FY25 including a
strong festive period reinforces confidence in the Group's
trajectory
|
* Adjusted EBITDA is EBITDA before
pre-opening costs, share-based payments, gains and losses on
property and restructuring costs, and is reported by the Group
before the impact of IFRS 16
Glyn Barker, Non-Executive Chairman of Various Eateries,
said:
"This year was one of steady progress and strengthening our
foundations for future growth. A great deal of hard work has taken
place behind the scenes to fine tune our operations and enhance our
estate, all while taking steps to navigate industry challenges. In
that context, returning to an adjusted EBITDA profit is a great
achievement and stands the Group in good stead moving through
FY25.
"The sector has experienced a tough few years, but we are
encouraged by early signs of stabilisation. The measures outlined
in the Autumn Budget create new challenges for businesses, but our
disciplined approach to cost management and the operational
efficiencies we've achieved ensure we are well-placed to manage
them.
"Looking ahead, supported by a robust cash position and a
strengthened leadership team, we will maintain our commitment to
quality and innovation and are confident in our ability to deliver
sustainable growth in the new financial year and
beyond."
Annual General Meeting and Posting of
Results
The Company confirms that it
intends to distribute its Annual Report and Accounts and notice of
Annual General Meeting to shareholders shortly. A further
announcement will be made at that time. A copy of the annual report
and accounts will also be available from the Company's website at
the same time (www.variouseateries.co.uk).
Contacts
Various Eateries plc
|
Via Alma
|
Mark Loughborough (Chief Executive
Officer)
|
|
Sharon Badelek (Chief Financial
Officer)
|
|
Zeus (Sole Broker & NOMAD)
|
+44 (0)20 3829 5000
|
Harry Ansell (Broking)
|
|
Antonio Bossi (NOMAD)
|
|
Darshan Patel
|
|
|
|
Alma Strategic Communications
|
+44 (0)20 3405 0205
|
David Ison
|
variouseateries@almastrategic.com
|
Rebecca Sanders-Hewett
|
|
Will Merison
|
|
About Various Eateries
Various Eateries owns, develops
and operates restaurant, clubhouse and hotel sites in the United
Kingdom. The Group's stated mission is "great people delivering
unique experiences through continuous innovation".
The Group operates two core brands
across 20 locations:
Coppa Club, a multi-use, all day
concept that combines restaurant, terrace, café, lounge, bar and
work spaces.
Noci, a modern pasta-led concept
which serves very high-quality dishes at reasonable
prices.
For more information
visit www.variouseateries.co.uk.
Chairman's Statement
Overview
FY24 was a year of steady progress
for Various Eateries, marked by a solid trading performance and
significant operational improvement. Despite ongoing challenges in
the hospitality sector, this ongoing focus on operational
improvement and service excellence enabled us to deliver a return
to adjusted EBITDA profit.
The successful placing at the
start of the period raised £10.1m which significantly improved our
cash position. This ensures we have the liquidity to support the
future roll out of new sites.
A
dynamic hospitality group with compelling growth
opportunities
Various Eateries' strategy is
focussed on the expansion of our two core brands, Noci and Coppa
Club. The distinct identity of each brand fills specific gaps in
the market, which have significant potential for
expansion.
Noci is our specialist
neighbourhood fresh pasta restaurant. Currently our sites are in
London and Greater London. Created to address the void left by the
closures of many high street Italian restaurants, Noci focuses on
delivering high-quality fresh food at affordable prices.
Coppa Club was founded to provide
a members' club-like space without membership fees. Capitalising on
remote work trends and the growing demand for all-in-one all-day
venues, Coppa provides spaces to eat, drink, meet, work and stay
the night. With 13 venues, from city centre to countryside
locations, Coppa suits all occasions from morning through to
evening.
The hospitality sector has been
under pressure for several years, leading to a rise in the
availability of prime sites, which in many cases includes existing
high-end fit outs. Increased uncertainty in recent years provides
Various Eateries with an opportunity akin to the casual dining
revolution of the 1990s.
Resilient trading performance with notable improvement as the
year progressed
Group revenues grew to £49.5m
(2023: £45.5) and other operating income of £1.2m (2023: £nil)
includes a business interruption insurance claim in relation to
Covid-19. We generated a positive adjusted EBITDA of £0.3m (2023:
negative adjusted EBITDA of £2.2m).
Group like-for-like sales grew by
1% in the second half compared to the previous year. The final
quarter saw a 4% increase, despite above-average rainfall,
improving overall performance from -3% at the half-year mark to -1%
by year-end.
Both brands performed steadily
overall, with some sites achieving particularly strong results
offsetting those yet to reach maturity or impacted by external
factors such as adverse weather. Our new Head of Operations drove
meaningful progress in conversion rates, particularly across the
Noci estate, with notable improvements in site profitability.
Investments in the outdoor spaces across the Coppa Club estate,
designed to increase all-weather use, significantly boosted
footfall and are expected to continue to underpin the brand's
year-round appeal.
Tavolino continued to perform
strongly, delivering increased EBITDA growth of 33% year on
year.
The Group's financial position
remains healthy, with cash at bank at 29 September 2024 of £5.8m
(2023: £1.9m).
Navigating cost pressures and driving efficiency while
maintaining quality
The industry-wide pressures of
increased employer National Insurance contributions and National
Living Wage are being carefully navigated by management to minimise
their impact, alongside an intensification of the drive towards
greater efficiencies that has been underway within the Group for
some time.
During the period, our recently
appointed Head of Procurement successfully refined the supply chain
and has started to optimise supplier agreements.
While food and utility prices
continued to ease in the year, the consumer spending landscape
remained uncertain, and the workforce cost increases in the 2024
Autumn Budget will increase challenges for the whole sector.
Encouragingly, despite pressures on consumer spending,
higher-priced menu items continued to perform well.
We will remain focussed on
continuing to seek ways to streamline our operations and be more
productive without compromising the quality of our
offering.
Strategic expansion, innovation and greater resilience across
our estate
Two new sites were opened in the
period, delivering on our strategy to expand both brands when
attractive long-term opportunities present themselves.
Coppa Club Townhouse Cardiff
opened in May 2024 and traded well, with high footfall and revenue
resulting in multiple standout weeks. The city centre position has
also meant that the downstairs bar has also been able to fully
capitalise on crowds attending events at the Principality
Stadium.
The opening months at Noci
Richmond, which also opened its doors in May, have been encouraging
and we remain confident its popularity will continue to increase as
its reputation grows among locals.
It was a challenging year from a
weather perspective across the estate, characterised by an
unusually wet spring and the coldest summer since 2015.
To counteract this and to help
mitigate weather related disruption in future years, a lot of work
has taken place to transform the outdoor spaces at many of our
sites. This is typified by the successful addition of The Lobster
Bar, a covered BBQ area by the riverside, at Coppa Club Streatley.
We also introduced a new covered drinking terrace at Coppa Club
Cobham and invested in more outdoor igloos across the
estate.
The introduction of a
winter-themed feature, including a snow machine, at Coppa Club
Tower Bridge exemplifies our commitment to creative initiatives to
enhance the customer experience. Already benefiting from the
resurgence of tourism in central London, the site achieved its
highest-ever sales week post-period.
While the Group's large outdoor
spaces mean the weather will continue to be an important variable,
the steps we have taken to reduce dependency on favourable
conditions and balance performance across seasons stands us in good
stead for the future.
We are exploring further site
openings in FY25. We will continue our disciplined policy of
proceeding only where our analysis provides strong support for the
potential likely financial return.
Strengthening leadership for the next phase of
growth
As already mentioned, we made
significant progress last year on improving operational efficiency
and the quality and consistency of customer experience. However,
there is still much to be done in both areas and the Board decided
to seek new, experienced leadership to drive forward the next phase
of our development. We were delighted to announce in January 2025
the appointment of Mark Loughborough as Chief Executive Officer and
a Board Director. Mark brings over three decades of hospitality
experience, including an influential tenure at Young & Co
Brewery PLC, where, as Retail Director, he was responsible for
significant financial and operational success. His strategic
vision, focus on efficiency, and proven ability to drive profitable
growth align perfectly with our priorities.
Andy Bassadone has transitioned
from Executive Chairman to Executive Director releasing more time
for him to focus on one of our key priorities - the development and
expansion of Noci. I have assumed the role of Non-Executive
Chairman having previously been Non-Executive Director.
Key areas of leadership were also
strengthened elsewhere in FY24 to support the Group's long-term
objectives.
Current trading and outlook
We approach the year ahead with
confidence in the business and faith in our ability to navigate the
continued challenges of an ever-evolving sector under our new
leadership. Thanks to the substantial efforts invested in
strengthening our organisational structure and enhancing our site
portfolio, the Group is steadily regaining momentum.
The rises in Employer National
Insurance contributions and Minimum Wage have had a negative impact
on everyone in the industry and will ultimately result in reduced
disposable income for consumers as costs are passed on. However,
with enhanced cost discipline and a robust cash balance, we are in
a strong position.
While we will remain vigilant in
monitoring the trading environment and ready to adapt to any
shifts, the solid start to the new financial year including a
strong festive period reinforces our confidence looking forwards.
We are currently trading in line with market expectations for FY25
and remain optimistic that it will be another year of
progress.
Financial Review
Overview
The KPI's of the Group's
performance are summarised in the table below:
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
Change
|
|
£ 000
|
|
£ 000
|
|
%
|
|
|
|
|
|
|
Revenue
|
49,486
|
|
45,495
|
|
9%
|
Adjusted EBITDA (before impact of
IFRS 16)*
|
300
|
|
(2,189)
|
|
144%
|
Adjusted EBITDA*
|
4,355
|
|
1,556
|
|
279%
|
Operating Loss
|
(928)
|
|
(4,207)
|
|
(78%)
|
Total loss for the year after
tax
|
(3,357)
|
|
(6,677)
|
|
(50%)
|
Basic and diluted earnings per share
(pence)
|
(2.0)
|
|
(8.1)
|
|
(75%)
|
Cashflow from operating
activities
|
2,311
|
|
2,082
|
|
11%
|
Net cash/(debt) excluding lease
liabilities
|
2,690
|
|
(11,609)
|
|
123%
|
Number of sites
|
20
|
|
18
|
|
11%
|
* not audited
|
|
|
|
|
|
Summary of financial performance for the 52 weeks ended 29
September 2024
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
£ 000
|
|
£ 000
|
Reconciliation of loss before tax to Adjusted
EBITDA*
|
|
|
|
Revenue
|
49,486
|
|
45,495
|
Loss before tax
|
(3,357)
|
|
(6,677)
|
Impairment on property, plant and
equipment
|
636
|
|
-
|
Reversal of impairment on property,
plant and equipment
|
(1,574)
|
|
-
|
Net financing costs
|
2,429
|
|
2,470
|
Depreciation and
amortisation
|
5,502
|
|
5,571
|
EBITDA before exceptional costs
|
3,636
|
|
1,364
|
Pre-opening costs
|
337
|
|
859
|
Share-based payments
|
391
|
|
69
|
(Profit)/loss on disposal of assets
and leases
|
(9)
|
|
37
|
Gain on early surrender of
lease
|
-
|
|
(899)
|
Restructuring costs
|
-
|
|
126
|
Adjusted EBITDA
|
4,355
|
|
1,556
|
Adjustment for rent
expense
|
(4,055)
|
|
(3,745)
|
Adjusted EBITDA (before impact of IFRS 16)
|
300
|
|
(2,189)
|
* not audited
|
|
|
|
FINANCIAL PERFORMANCE
Overall Group revenue increased by
9% (FY24: £49.5m, FY23: £45.5m). During the year the Group
recognised £1.2m of other operating income which was largely
derived from an business interruption insurance claim in relation
to Covid-19. The Group's adjusted EBITDA increased by £2.8m, from
£1.6m in FY23 to £4.4m in FY24. During the year, the Group focused
on driving profitability through contract renegotiations and
smarter rostering which has significantly contributed to its
EBITDA growth despite challenging market conditions.
The loss after tax has decreased
from £6.7m in FY23 to £3.4m in FY24. In FY24 the Group incurred
impairments to goodwill of £nil (2023: £nil),
right‑of‑use
assets of £0.3m (FY23: £nil) and property, plant and equipment of
£0.3m (2023: £nil). The Group recognized impairment reversals to
goodwill of £nil (2023: £nil), right-of-use assets of £1.2m (2023:
£nil) and property plant and equipment of £0.4m (2023: £nil). The
Group's depreciation and amortisation charge has decreased by £0.1m
(from £5.6m in FY23 to £5.5m in FY24) and pre-opening costs have
decreased by £0.6m (from £0.9m in FY23 to £0.3m in FY24). The
Group's share-based payment charge has increased by £0.3m (from
£0.1m in FY23 to £0.4m in FY24). See note 28 for more details on
share-based payments and note 31 for details on post-year end share
options issue.
Consolidated Statement of Comprehensive
Income
For the 52 weeks ended 29 September 2024
|
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
Note
|
£ 000
|
|
£ 000
|
|
|
|
|
|
Revenue
|
4
|
49,486
|
|
45,495
|
Cost of sales
|
|
(46,022)
|
|
(43,597)
|
Gross profit
|
|
3,464
|
|
1,898
|
Central staff costs
|
|
(3,397)
|
|
(3,426)
|
Share-based payments
|
28
|
(391)
|
|
(69)
|
Other operating income
|
10
|
1,153
|
|
-
|
Impairment of property, plant and
equipment
|
15
|
(636)
|
|
-
|
Release of impairment of property,
plant and equipment
|
15
|
1,574
|
|
-
|
Gain on early surrender of
lease
|
|
-
|
|
899
|
Profit (loss) of property, plant and
equipment
|
|
9
|
|
(37)
|
Other expenses
|
12
|
(2,704)
|
|
(3,472)
|
Operating loss
|
|
(928)
|
|
(4,207)
|
Finance income
|
6
|
5
|
|
-
|
Financing costs
|
6
|
(2,434)
|
|
(2,470)
|
Loss before tax
|
|
(3,357)
|
|
(6,677)
|
Tax
|
11
|
-
|
|
-
|
Loss for the period
|
|
(3,357)
|
|
(6,677)
|
|
|
|
|
|
|
|
|
|
|
Earnings per share
|
|
|
|
|
Basic loss per share
(pence)
|
13
|
(2.0)
|
|
(8.1)
|
Diluted loss per share
(pence)
|
13
|
(2.0)
|
|
(8.1)
|
The above results were derived
from continuing operations.
There are no items of
comprehensive income other than the loss for the period and
therefore, no statement of other comprehensive income is
presented.
Consolidated Statement of Financial
Position
As at 29 September 2024
|
|
|
|
|
|
|
|
29 September
2024
|
|
1 October
2023
|
|
|
Note
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Intangible assets
|
14
|
11,090
|
|
11,152
|
|
Right-of-use assets
|
15
|
25,279
|
|
24,873
|
|
Other property, plant and
equipment
|
15
|
26,831
|
|
25,397
|
|
|
|
63,200
|
|
61,422
|
|
Current assets
|
|
|
|
|
|
Inventories
|
17
|
1,146
|
|
1,078
|
|
Trade receivables
|
18
|
244
|
|
154
|
|
Other receivables
|
18
|
3,336
|
|
2,082
|
|
Cash and bank balances
|
19
|
5,829
|
|
1,902
|
|
|
|
10,555
|
|
5,216
|
|
Total assets
|
|
73,755
|
|
66,638
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade and other payables
|
20
|
(13,514)
|
|
(13,380)
|
|
Borrowings
|
21
|
(3,139)
|
|
(13,511)
|
|
Net
current liabilities
|
|
(6,098)
|
|
(21,675)
|
|
Total assets less current liabilities
|
|
57,102
|
|
39,747
|
|
|
|
|
|
|
|
Non-current liabilities
|
|
|
|
|
|
Borrowings
|
22
|
(27,424)
|
|
(28,049)
|
Provisions
|
23
|
(188)
|
|
(358)
|
Total non-current liabilities
|
|
(27,612)
|
|
(28,407)
|
Total liabilities
|
|
(44,265)
|
|
(55,298)
|
Net
assets
|
|
29,490
|
|
11,340
|
|
|
|
|
|
|
Equity
|
|
|
|
|
|
Share capital
|
24
|
1,750
|
|
890
|
|
Share premium
|
|
72,540
|
|
52,284
|
|
Merger reserve
|
|
64,736
|
|
64,736
|
|
Employee benefit trust shares
reserve
|
|
(5,012)
|
|
(5,012)
|
|
Retained earnings
|
|
(104,524)
|
|
(101,558)
|
|
Total funds attributable to the equity shareholders of the
Company
|
|
29,490
|
|
11,340
|
|
|
|
|
|
|
|
|
| |
The financial statements of
Various Eateries PLC (registration number: 12698869) were approved
by the Board and authorised for issue on
They were signed on its behalf
by:
S Badelek
Director
Consolidated Statement of Changes in Equity
for the 52 weeks ended 29 September 2024
|
Called-up share
capital
|
|
Share premium
account
|
|
Merger
reserve
|
|
Employee benefit trust
shares reserve
|
|
Retained
Earnings
|
|
Total
|
Attributable to equity shareholders of the
Company
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
At
2 October 2022
|
890
|
|
52,284
|
|
64,736
|
|
(5,012)
|
|
(94,950)
|
|
17,948
|
Share based payments
|
-
|
|
-
|
|
-
|
|
-
|
|
69
|
|
69
|
Total transactions with owners
|
-
|
|
-
|
|
-
|
|
-
|
|
69
|
|
69
|
Loss for the period
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,677)
|
|
(6,677)
|
Total comprehensive loss
|
-
|
|
-
|
|
-
|
|
-
|
|
(6,677)
|
|
(6,677)
|
At
1 October 2023
|
890
|
|
52,284
|
|
64,736
|
|
(5,012)
|
|
(101,558)
|
|
11,340
|
Share issue
|
860
|
|
20,256
|
|
-
|
|
-
|
|
-
|
|
21,116
|
Share based payments
|
-
|
|
-
|
|
-
|
|
-
|
|
391
|
|
391
|
Total transactions with owners
|
860
|
|
20,256
|
|
-
|
|
-
|
|
391
|
|
21,507
|
Loss for the period
|
-
|
|
-
|
|
-
|
|
-
|
|
(3,357)
|
|
(3,357)
|
Total comprehensive loss
|
-
|
|
-
|
|
-
|
|
-
|
|
(3,357)
|
|
(3,357)
|
At
29 September 2024
|
1,750
|
|
72,540
|
|
64,736
|
|
(5,012)
|
|
(104,524)
|
|
29,490
|
Consolidated Statement of Cash Flows
for the 52 weeks ended 29 September 2024
|
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
Cash flows from operating activities
|
|
|
|
|
Loss for the year
|
|
(3,357)
|
|
(6,677)
|
Adjustments to cash flows from
non-cash items:
|
|
|
|
|
Impairment of property, plant and
equipment
|
|
636
|
|
-
|
Reversal of impairment of property,
plant and equipment
|
|
(1,574)
|
|
-
|
Depreciation and
amortisation
|
|
5,502
|
|
5,571
|
Gain on early surrender of
lease
|
|
-
|
|
(899)
|
(Profit) / loss on disposal of
assets and leases
|
|
(9)
|
|
37
|
Share based payments
|
|
391
|
|
69
|
Financing costs
|
|
(5)
|
|
-
|
Financing costs
|
|
2,434
|
|
2,470
|
|
|
4,018
|
|
571
|
Working capital
adjustments:
|
|
|
|
|
Increase in inventories
|
|
(68)
|
|
(270)
|
(Increase) / decrease in trade and
other receivables
|
|
(1,344)
|
|
327
|
Increase / (decrease) in accruals,
trade and other payables
|
|
(125)
|
|
1,454
|
Decrease in provisions
|
|
(170)
|
|
-
|
Net
cash flow from operating activities
|
|
2,311
|
|
2,082
|
Cash flows used in investing activities
|
|
|
|
|
Interest received
|
|
5
|
|
-
|
Purchases of property plant and
equipment
|
|
(4,317)
|
|
(6,845)
|
Net
cash flows from investing activities
|
|
(4,312)
|
|
(6,845)
|
Cash flows from financing activities
|
|
|
|
|
Interest paid
|
|
(1,763)
|
|
(1,627)
|
Proceeds on issue of
shares
|
|
21,116
|
|
-
|
Repayment of borrowings
|
|
(11,409)
|
|
-
|
Principal elements of lease
payments
|
|
(2,016)
|
|
(1,098)
|
Net
cash flows used in financing activities
|
|
5,928
|
|
(2,725)
|
Decrease in cash
|
|
3,927
|
|
(7,488)
|
Opening cash at bank and in
hand
|
|
1,902
|
|
9,390
|
Closing cash at bank and in hand
|
|
5,829
|
|
1,902
|
Notes to the accounts
4
Revenue
An analysis of the Group's total
revenue which all originates in the UK is as follows:
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
|
|
|
Sale of goods
|
45,155
|
|
41,437
|
Accommodation and room
hire
|
4,295
|
|
4,025
|
Sub-let rental income
|
36
|
|
33
|
|
49,486
|
|
45,495
|
6
Finance income and costs
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
|
|
|
Interest income on bank
deposits
|
5
|
|
-
|
Total finance income
|
5
|
|
-
|
|
|
|
|
Financing costs on bank overdraft
and borrowings
|
575
|
|
897
|
Lease liability interest
|
1,859
|
|
1,573
|
Total financing costs
|
2,434
|
|
2,470
|
Net
finance costs
|
2,429
|
|
2,470
|
11 Tax
Tax charged in the statement of
comprehensive income
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
Tax expense
|
£ 000
|
|
£ 000
|
|
|
|
|
Corporation tax
|
-
|
|
-
|
Total current income tax
|
-
|
|
-
|
Tax expense in the statement of
comprehensive income
|
-
|
|
-
|
Corporation tax is calculated at 25%
(2023: 25%) of the estimated taxable loss for the
period.
|
The charge for the period can be
reconciled to the loss in the statement of profit or loss. The tax
assessed in the year is lower than the standard rate of corporation
tax in the UK of 25%. The differences are explained
below::
|
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
|
|
|
Loss before tax
|
(3,357)
|
|
(6,677)
|
|
|
|
|
Corporation tax at standard rate
25.0% (2023: 25.0%)
|
(839)
|
|
(1,469)
|
Fixed asset differences
|
-
|
|
-
|
Expenses not deductible
|
271
|
|
247
|
Income not taxable
|
-
|
|
-
|
Tax losses carried
forward
|
619
|
|
1,160
|
Movement in deferred tax not
recognised
|
(51)
|
|
62
|
Other movements
|
-
|
|
-
|
Total tax charge
|
-
|
|
-
|
|
|
|
|
No account has been taken of the
potential deferred tax asset of £14,640,000 (2023: £14,628,000)
calculated at 25% (2023: 25%) and representing losses carried
forward and short term timing differences, owing to the uncertainty
over the utilisation of the losses available.
12 Other
expenses
|
52 weeks
ended
29 September
2024
|
|
52 weeks
ended
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
|
|
|
Depreciation and
amortisation
|
301
|
|
324
|
AGA release of provision (note
22)
|
(170)
|
|
1
|
Other central costs
|
2,573
|
|
3,147
|
|
2,704
|
|
3,472
|
13
Earnings per share
Basic loss per share is calculated
by dividing the profit attributable to equity shareholders by the
weighted average number of shares outstanding during the year.
There were no potentially dilutive ordinary shares outstanding as
at the periods ended 29 September 2024 and 1 October
2023.
|
|
|
|
|
29 September
2024
|
|
1 October
2023
|
|
|
|
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
Loss for the year after
tax
|
|
|
|
|
(3,357)
|
|
(6,677)
|
Basic and diluted weighted average
number of shares
|
|
168,180,186
|
|
82,143,398
|
Basic loss per share
(pence)
|
|
|
|
|
(2.0)
|
|
(8.1)
|
Diluted loss per share
(pence)
|
|
(2.0)
|
|
(8.1)
|
|
|
|
|
|
|
|
|
14 Intangible assets
Group
|
Brand
|
|
Goodwill
|
|
Trademarks, patents &
licenses
|
|
Total
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
|
|
|
At 1 October 2023
|
2,912
|
|
26,019
|
|
25
|
|
28,956
|
Additions
|
-
|
|
-
|
|
-
|
|
-
|
At 29 September 2024
|
2,912
|
|
26,019
|
|
25
|
|
28,956
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
At 1 October 2023
|
2,850
|
|
14,954
|
|
-
|
|
17,804
|
Charge for the period
|
62
|
|
-
|
|
-
|
|
62
|
At 29 September 2024
|
2,912
|
|
14,954
|
|
-
|
|
17,866
|
|
|
|
|
|
|
|
|
Carrying amount 29 September 2024
|
-
|
|
11,065
|
|
25
|
|
11,090
|
|
|
|
|
|
|
|
|
14 Intangible assets (continued)
|
Brand
|
|
Goodwill
|
|
Trademarks, patents &
licenses
|
|
Total
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
|
|
|
At 2 October 2022
|
2,912
|
|
26,019
|
|
25
|
|
28,956
|
Additions
|
-
|
|
-
|
|
-
|
|
-
|
At 1 October 2023
|
2,912
|
|
26,019
|
|
25
|
|
28,956
|
|
|
|
|
|
|
|
|
Amortisation
|
|
|
|
|
|
|
|
At 2 October 2022
|
2,788
|
|
14,954
|
|
-
|
|
17,742
|
Charge for the period
|
62
|
|
-
|
|
-
|
|
62
|
At 1 October 2023
|
2,850
|
|
14,954
|
|
-
|
|
17,804
|
Carrying amount 1 October 2023
|
62
|
|
11,065
|
|
25
|
|
11,152
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brand relates to registered brand
names and is amortised over an estimated useful economic life of 4
years.
Goodwill is not amortised, but an
impairment test is performed annually by comparing the carrying
amount of the goodwill to its recoverable amount. The recoverable
amount is represented by the greater of the individual Cash
Generating Units ("CGU's") fair value less costs of disposal and
its value-in-use.
The goodwill balance relates to
Tavolino Riverside (£1,046,000), Strada Southbank (£992,000), Rare
Bird Hotels at Sonning Limited (£2,418,000), and Rare Bird Hotels
at Streatley Limited (£6,609,000). Tavolino Riverside and Strada
Southbank are included within the restaurant operating segment.
Rare Bird Hotels at Sonning Limited and Rare Bird Hotels at
Streatley Limited are included within the hotels operating
segment.
The group has no contractual
commitments acquisition of intangible assets (2023:
£nil).
Restaurant
segment
The key assumptions for the
value-in-use calculations are those regarding the discount rate,
trading forecasts and growth rates. A pre-tax discount rate of 8.4%
was used (2023: 12.1%), based on the Group's WACC and Beta. Cash
flows in line with forecasts for the next 2 years were used. Cash
flows beyond the forecast period are extended out to the end of the
lease terms at a 3% growth rate.
Impairment testing at 29 September
2024 resulted in no requirement to reduce the carrying value of
goodwill at 29 September 2024, as the recoverable amounts of the
CGUs, based on value-in-use estimates, were greater than the
carrying values.
Given the ongoing global economic
uncertainty and its impact on the UK hospitality sector there is
particular sensitivity to the forecasts prepared in connection with
the impairment review as at 29 September 2024. The estimate of
recoverable amount for the restaurant segment is particularly
sensitive to the discount rate and trading forecast assumptions. If
the discount rate used is increased by 2%, the forecast future
EBITDA is reduced by 10% and the terminal growth rate reduced by
1%, a further impairment loss of £nil for the period ended 29
September 2024 would have to be recognised against goodwill (2023:
£nil). Management is not currently aware of any other reasonably
possible changes to key assumptions that would cause a unit's
carrying amount to exceed its recoverable amount.
Hotel
segment
The key assumptions for the
value-in-use calculations are those regarding the discount rate,
trading forecasts and growth rates. A pre-tax discount rate of 8.4%
was used (2023: 12.1%), based on the Group's WACC and Beta. Cash
flows in line with forecasts for the next 2 years were used. Cash
flows beyond the forecast period are extended at a terminal growth
rate of 3% (2023: 3%).
Impairment testing at 29 September
2024 resulted in no requirement to reduce the carrying value of
goodwill at 29 September 2024, as the recoverable amounts of the
CGUs, based on value-in-use estimates, were greater than the
carrying values.
The estimate of recoverable amount
for the hotel segment is sensitive to the discount rate, trading
forecast assumptions and terminal growth rate. If the discount rate
used is increased by 1%, the forecast future EBITDA is reduced by
10% and the terminal growth rate reduced by 1%, no impairment would
be required (2023: £nil). Management is not currently aware of any
other reasonably possible changes to key assumptions that would
cause a unit's carrying amount to exceed its recoverable
amount.
15 Property, plant and equipment
Group
|
Right of
use
assets
|
|
Freehold land and
property
|
|
Leasehold
Improvements
|
|
Furniture, fittings and
equipment
|
|
Assets Under
Construction
|
|
IT
equipment
|
|
Total
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
37,622
|
|
2,294
|
|
21,251
|
|
10,134
|
|
597
|
|
2,342
|
|
74,240
|
Additions
|
1,751
|
|
-
|
|
527
|
|
790
|
|
2,982
|
|
18
|
|
6,068
|
Lease modifications
|
275
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
275
|
Disposals
|
(579)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(579)
|
Transfers
|
-
|
|
-
|
|
2,365
|
|
958
|
|
(3,413)
|
|
90
|
|
-
|
At 29 September 2024
|
39,069
|
|
2,294
|
|
24,143
|
|
11,882
|
|
166
|
|
2,450
|
|
80,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023
|
12,749
|
|
138
|
|
3,543
|
|
5,942
|
|
-
|
|
1,598
|
|
23,970
|
Charge for the period
|
2,522
|
|
40
|
|
1,250
|
|
1,359
|
|
-
|
|
269
|
|
5,440
|
Eliminated on disposal
|
(578)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(578)
|
Impairment charge
|
294
|
|
-
|
|
342
|
|
-
|
|
-
|
|
-
|
|
636
|
Release of historic impairment
charge
|
(1,197)
|
|
-
|
|
(377)
|
|
-
|
|
-
|
|
-
|
|
(1,574)
|
At 29 September 2024
|
13,790
|
|
178
|
|
4,758
|
|
7,301
|
|
-
|
|
1,867
|
|
27,894
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount
At
29 September 2024
|
25,279
|
|
2,116
|
|
19,385
|
|
4,581
|
|
166
|
|
583
|
|
52,110
|
15
Property, plant and equipment (continued)
|
Right of
use
assets
|
|
Freehold land and
property
|
|
Leasehold
Improvements
|
|
Furniture, fittings and
equipment
|
|
Assets Under
Construction
|
|
IT
equipment
|
|
Total
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost or valuation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 2 October 2022
|
37,588
|
|
2,294
|
|
16,293
|
|
8,535
|
|
573
|
|
2,108
|
|
67,391
|
Additions
|
1,206
|
|
-
|
|
654
|
|
935
|
|
5,191
|
|
65
|
|
8,051
|
Lease modifications
|
56
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
56
|
Disposals
|
(1,228)
|
|
-
|
|
-
|
|
-
|
|
(30)
|
|
-
|
|
(1,258)
|
Transfers
|
-
|
|
-
|
|
4,304
|
|
664
|
|
(5,137)
|
|
169
|
|
-
|
At 1 October 2023
|
37,622
|
|
2,294
|
|
21,251
|
|
10,134
|
|
597
|
|
2,342
|
|
74,240
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 2 October 2022
|
11,479
|
|
-
|
|
2,489
|
|
4,440
|
|
-
|
|
1,282
|
|
19,690
|
Charge for the period
|
2,499
|
|
138
|
|
1,054
|
|
1,502
|
|
-
|
|
316
|
|
5,509
|
Eliminated on disposal
|
(1,229)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
(1,229)
|
At 1 October 2023
|
12,749
|
|
138
|
|
3,543
|
|
5,942
|
|
-
|
|
1,598
|
|
23,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount 1 October
2023
|
24,873
|
|
2,156
|
|
17,708
|
|
4,192
|
|
597
|
|
744
|
|
50,270
|
The Group's leasehold premises and
improvements are stated at cost, being the fair value at the date
of acquisition, plus any additions at cost less any subsequent
accumulated depreciation. Work in progress relates to capital
expenditure on sites that have not started trading.
Depreciation is charged to cost of
sales in the Statement of Comprehensive Income for property, plant
and equipment in use at the trading leasehold premises.
Depreciation on property, plant and equipment used by central
functions is charged to other expenses in the Statement of
Comprehensive Income.
Rental income from subletting
right-of-use assets is recognised on a straight-line basis over the
term of the relevant lease. It is netted off against rental costs
and is recognised within cost of sales (2024: £41,000, 2023:
£41,000).
15
Property, plant and equipment (continued)
The Group has determined that each
site in the restaurant operating segment, and each of the companies
in the hotel operating segment are separate CGUs for impairment
testing purposes. Each CGU is tested for impairment at the balance
sheet date if there exists at that date any indicators of
impairment. All CGUs have been tested for impairment by comparing
the carrying amount of the assets to recoverable amount. The
recoverable amount is represented by the greater of the individual
CGU's fair value less costs of disposal and its
value-in-use.
Restaurant
segment
The key assumptions for the
value-in-use calculations are those regarding the discount rate,
trading forecasts and growth rates. A discount rate of 8.4% was
used (2023: 12.1%), based on the Group's WACC and Beta. Cash flows
in line with forecasts over the next 2 years were used. Cash flows
beyond the forecast period are extended out to the end of the lease
terms at a 3% growth rate.
Impairment testing resulted in the
reduction of carrying amount to recoverable amount, being
value-in-use, for four CGU's in 2024, with the full charge
recognised against the restaurant segment. The split of the charge
between the CGU's and the asset classes are Restaurant 1 £65,000
against right of use asset, Restaurant 2 £134,000 against right of
use asset, Restaurant 3 £97,000 against right of use asset and
Restaurant 4 £340,000 against right of use asset.
Impairment testing also resulted
in the reversal of impairments on three CGU's in 2024, with the
full reversal recognised against the restaurant segment. The split
of the reversal between the CGU's and the asset classes are
Restaurant 5 £898,000 against right of use asset and leasehold
improvements, Restaurant 6 £571,000 against right of use asset and
Restaurant 7 £105,000 against right of use asset.
The CGU's with the least headroom
is Restaurant 8 £105,000.
The estimate of recoverable amount
for the restaurant segment is particularly sensitive to the trading
forecast assumptions. If the discount rate used is increased by 1%,
the forecast EBITDA is reduced by 10%, and the terminal growth rate
reduced by 1%, an impairment loss of £2,660,000 for the period
ended 29 September 2024 would have to be recognized against right
of use assets (2023: £650,000). Management is not currently aware
of any other reasonably possible changes to key assumptions that
would cause a unit's carrying amount to exceed its recoverable
amount.
The Group has no capital
commitments (2023: £nil).
Hotel
segment
As a result of the headroom
identified during the goodwill impairment testing of the hotel
operating segment (see note 13), no impairment charge is required
in respect of the hotel segment.
18
Trade and other receivables
|
Group
|
|
Company
|
|
|
29 September
2024
|
|
1 October
2023
|
|
29 September
2024
|
1 October
2023
|
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
£ 000
|
|
|
|
|
|
|
|
|
|
Trade
receivables
|
244
|
|
154
|
|
-
|
-
|
|
Prepayments and accrued
income
|
2,183
|
|
946
|
|
-
|
-
|
|
Other receivables
|
1,153
|
|
1,136
|
|
-
|
-
|
|
|
3,580
|
|
2,236
|
|
-
|
-
|
|
|
|
|
|
|
|
|
| |
All of the trade receivables were
non-interest bearing, receivable under normal commercial terms, and
the directors do not consider there to be any material expected
credit loss. The directors consider that the carrying value of
trade and other receivables approximates to their fair
value.
19 Cash and bank balances
|
Group
|
|
Company
|
|
29 September
2024
|
|
1 October
2023
|
|
29 September
2024
|
|
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
Cash and bank balances
|
5,829
|
|
1,902
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
20 Trade and other payables
|
Group
|
|
Company
|
|
|
29 September
2024
|
|
1 October
2023
|
|
29 September
2024
|
|
1 October
2023
|
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
Trade payables
|
2,045
|
|
3,107
|
|
-
|
|
-
|
|
Payables to subsidiaries
|
-
|
|
-
|
|
3,741
|
|
2,795
|
|
Accrued expenses
|
4,042
|
|
4,205
|
|
-
|
|
-
|
|
Social security and other
taxes
|
1,675
|
|
1,400
|
|
-
|
|
-
|
|
Other payables
|
1,825
|
|
1,377
|
|
-
|
|
-
|
|
Lease liabilities due in less than
one year
|
3,927
|
|
3,291
|
|
-
|
|
-
|
|
|
13,514
|
|
13,380
|
|
3,741
|
|
2,795
|
|
The amounts payable to
subsidiaries are interest free and repayable on demand.
21
Current borrowings
|
Group
|
|
Company
|
|
29 September
2024
|
|
1 October
2023
|
|
29 September
2024
|
|
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
Borrowings from related
parties
|
3,139
|
|
13,511
|
|
-
|
|
-
|
Borrowings from related parties
classed as payable within 12 months includes two deep discounted
bond instruments issued by VEL Property Holdings Limited and by
Various Eateries Trading Limited.
The deep discounted bond
instrument issued by VEL Property Holdings Limited was rolled in
July 2024 with a new redemption date of 14 January 2025. The
nominal value at year end is £3,139,000 (2023: £2,902,000). The
discount is recognised between subscription and redemption date,
resulting in £54,000 of accrued financing costs as at the reporting
date. The deep discounted bond is secured by freehold property in
the Group.
The deep discounted bond
instrument issued by Various Eateries Trading Limited was settled
in full during the year in December 2023 using proceeds from the
debt for equity swap. The principal amount of the loan was
£10,609,000. Interest of £800,000 at 3.75% above SONIA was also
settled (2023: 3.75% above SONIA).
22 Non-current
borrowings
|
Group
|
|
Company
|
|
29 September
2024
|
|
1 October
2023
|
|
29 September
2024
|
|
1 October
2023
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
Lease liabilities due after more
than one year
|
27,424
|
|
28,049
|
|
-
|
|
-
|
|
|
|
|
|
|
|
|
The loans and borrowings
classified as financial instruments are disclosed in note
26.
The Group's exposure to market and
liquidity risk in respect of loans and borrowings is disclosed in
the financial instruments note.
23 Provisions for
liabilities
Group
|
|
|
52 weeks
ended
29 September
2024
|
52 weeks
ended
1 October
2023
|
Authorised Guarantee Agreements
('AGAs')
|
|
|
£ 000
|
£ 000
|
At start of financial
period
|
|
|
358
|
357
|
At start of financial
period
|
358
|
357
|
(Release)/charge in the
year
|
(170)
|
1
|
At end of financial
period
|
188
|
358
|
The provision relates to the annual
rental cost of two (2023: three) previously operated sites that
have been disposed of via assignment of lease and include
Authorised Guarantee Agreements ('AGAs') as part of the assignment
arrangement (see also note 30).
24 Share capital and share premium
Authorised, allotted, called-up and fully paid
shares
|
|
|
|
|
|
|
|
29 September
2024
|
|
1 October
2023
|
|
No.
000
|
|
£ 000
|
|
No.
000
|
|
£ 000
|
Ordinary shares of £0.01
each
|
175,045
|
|
1,750
|
|
89,008
|
|
890
|
In December 2023, the Company
issued 86,036,788 shares at £0.25 each raising a total of
£21,509,197.
Ordinary
shares
Ordinary shares entitle the holder
to participate in dividends and the proceeds 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.
Employee benefit trust
shares reserve
The Group presents these shares as
an adjustment to own equity at the period end date through the
employee benefit trust shares reserve, until the point that the
shares are awarded, and cease to be conditional awards of shares.
The award of shares is conditional upon certain vesting criteria,
as outlined in note 28.
25 Retirement benefit schemes
Group personal pension scheme
The Group operates group personal
pension schemes for all qualifying employees. The assets of the
schemes are
held separately from those of the
Group.
The total cost charged to income
of £316,000 (2023: £279,000) represents contributions payable to
these schemes by the Group at rates specified in the rules of the
schemes. As at 29 September 2024, contributions of £40,000 (2023:
£34,000) due in respect of the current reporting period had not
been paid over to the schemes.
26
Financial instruments
Group
|
|
|
|
|
|
Financial assets at amortised
cost
|
|
|
|
|
|
29 September
2024
|
|
1 October
2023
|
|
|
|
£ 000
|
|
£ 000
|
Cash at bank and in hand
|
|
|
5,829
|
|
1,902
|
Trade and other
receivables
|
|
|
1,397
|
|
1,290
|
|
|
|
7,226
|
|
3,192
|
Reconciliation of liabilities
arising from financing activities
|
Lease
Liabilities
|
|
Other
Borrowings
|
|
Total
|
|
£
000
|
|
£
000
|
|
£
000
|
At start of financial
period
|
31,340
|
|
13,511
|
|
44,851
|
New
Borrowings/(disposals)
|
(530)
|
|
-
|
|
(530)
|
DDB renewal
|
-
|
|
-
|
|
-
|
Interest charge
|
1,860
|
|
237
|
|
2,097
|
Repayments during the
period
|
(1,319)
|
|
(10,609)
|
|
(11,928)
|
At
end of financial period
|
31,351
|
|
3,139
|
|
34,490
|
Valuation methods and
assumptions
Trade receivables are all due for
settlement in less than one year. The Directors consider that the
carrying amount of trade and other receivables is approximately
equal to their fair value due to their short term
nature.
Financial liabilities at amortised cost
|
|
|
|
|
|
|
|
|
29 September
2024
|
|
1 October
2023
|
|
|
|
£ 000
|
|
£ 000
|
Trade and other payables
|
|
|
39,263
|
|
40,029
|
Borrowings from related
parties
|
|
|
3,139
|
|
13,511
|
|
|
|
42,402
|
|
53,540
|
Valuation methods and
assumptions
The Directors consider that the
carrying amount of trade and other payables is approximately equal
to their fair value due to their short-term nature. The fair value
of financial liabilities is estimated by discounting the remaining
contractual maturities at the current market interest rate that is
available for similar financial liabilities.
Fair value hierarchy
The tables above detail the Group's
assets and liabilities disclosed at fair value. Using a three-level
hierarchy, based on the lowest level of input that is significant
to the entire fair value measurement, all assets and liabilities
shown above are considered to be level 3: 'Unobservable inputs for
the asset or liability'. There were no transfers between levels
during the financial period.
Financial risk management and impairment of financial
assets
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 discussed
below. The primary objectives of the financial instrument risk
management function are to establish risk limits, and then ensure
that exposure to risks stay within these limits.
26 Financial instruments (continued)
Capital risk management
The Group's objectives when
managing capital is to safeguard its ability to continue as a going
concern, so that it can provide returns for shareholders and
benefits for other stakeholders and to maintain an optimum capital
structure to reduce the cost of capital.
Capital is regarded as total
equity, as recognised in the statement of financial position, plus
net debt. Net debt is calculated as total borrowings less cash and
cash equivalents.
In order to maintain or adjust the
capital structure, the Company may adjust the amount of dividends
paid to shareholders, return capital to shareholders, issue new
shares or sell assets to reduce debt.
The Company is subject to certain
financing arrangements covenants and meeting these is given
priority in all capital risk management decisions. There have been
no events of default on the financing arrangements during the
financial period.
Credit risk management
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 with banks with high quality credit
standings. Trade and other receivables relate to day-to-day
activities which are entered into with creditworthy
counterparties.
Market risk management
The Group's activities expose it
economic factors, the Directors closely monitor market conditions
and consider any impact on the Group's
existing strategy.
Liquidity risk management
Liquidity risk arises from the
Group's management of working capital and the finance charges and
principal repayments on its debt instruments. It is the risk
that the Group will encounter difficulty in meeting its financial
obligations as they fall due.
Management review cashflow
forecasts on a regular basis to determine whether the Group has
sufficient cash reserves to meet future
working capital requirements and to take advantage of business
opportunities.
26 Financial instruments (continued)
Remaining contractual
maturities
The following tables detail the
company's remaining contractual maturity for its financial
instrument liabilities. The tables have been drawn up based on the
undiscounted cash flows of financial liabilities based on the
earliest date on which the financial liabilities are required to be
paid. The tables include both interest and principal cash flows
disclosed as remaining contractual maturities and therefore these
totals may differ from their carrying amount in the statement of
financial position.
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest
rate
|
|
1 year or
less
|
|
Between 1 and 2
years
|
|
Between 2 and 5
years
|
|
Over 5
years
|
|
Remaining contractual
maturities
|
2024
|
%
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
-
|
|
2,045
|
|
-
|
|
-
|
|
-
|
|
2,045
|
Other payables
|
-
|
|
5,867
|
|
-
|
|
-
|
|
-
|
|
5,867
|
Borrowings - Deep Discount
Bond
|
-
|
|
3,139
|
|
-
|
|
-
|
|
-
|
|
3,139
|
Borrowings - Loan
|
3.75% +
SONIA
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
Lease liability
|
4.5%
|
|
3,927
|
|
3,718
|
|
3,733
|
|
19,973
|
|
31,351
|
|
|
|
14,978
|
|
3,718
|
|
3,733
|
|
19,973
|
|
42,402
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average interest
rate
|
|
1 year or
less
|
|
Between 1 and 2
years
|
|
Between 2 and 5
years
|
|
Over 5
years
|
|
Remaining contractual
maturities
|
2023
|
%
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
£ 000
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-derivatives
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Trade payables
|
-
|
|
3,107
|
|
-
|
|
-
|
|
-
|
|
3,107
|
Other payables
|
-
|
|
5,582
|
|
-
|
|
-
|
|
-
|
|
5,582
|
Borrowings - Deep Discount
Bond
|
-
|
|
12,903
|
|
-
|
|
-
|
|
-
|
|
12,903
|
Borrowings - loan
|
3.75% + SONIA
|
|
608
|
|
-
|
|
-
|
|
-
|
|
608
|
Lease liability
|
4.5%
|
|
3,291
|
|
3,718
|
|
3,733
|
|
20,598
|
|
31,340
|
|
|
|
25,491
|
|
3,718
|
|
3,733
|
|
20,598
|
|
53,540
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
The cash flows in the maturity
analysis above are not expected to occur significantly earlier than
contractually disclosed above.
28 Share based payments
As at 29 September 2024, the Group
maintained one separate share based payment scheme for employee
remuneration (2023: two):
· Various Eateries Company Share Option Plan
("CSOP")
JSOP Scheme 1
In accordance with IFRS 2
"Share-based Payment", the value of the awards is measured at fair
value at the date of the grant. The fair value is expensed on a
straight-line basis over the vesting period, based on management's
estimate of the number of shares that will eventually vest. A
charge of £nil (2023: £nil) has been recognised in the consolidated
income statement by the Group in the period ended 29 September
2024.
The JSOP is part of the
remuneration package of the Group's senior management. Participants
in this scheme have to be employed until the end of the agreed
vesting period. Upon vesting, the holder is entitled to purchase
ordinary shares at the market price determined at grant
date.
|
JSOP (Scheme
1)
|
|
Number of
shares
|
|
Granted
|
|
Exercisable
|
|
Total
|
|
|
|
|
|
|
At 1 October 2023
|
-
|
|
2,523,809
|
|
2,523,809
|
Surrendered 19 January
2024
|
-
|
|
(2,523,809)
|
|
(2,523,809)
|
At 29 September 2024
|
-
|
|
-
|
|
-
|
|
|
|
|
|
|
At 2 October 2022
|
-
|
|
5,809,523
|
|
5,809,523
|
Lapsed 11 November 2022
|
-
|
|
(1,095,238)
|
|
(1,095,238)
|
Lapsed 8 September 2023
|
-
|
|
(2,190,476)
|
|
(2,190,476)
|
At 1 October 2023
|
-
|
|
2,523,809
|
|
2,523,809
|
|
|
|
|
|
|
The fair value of these options
granted was determined using a Black-Scholes model. The following
principal assumptions were used in the valuation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
28 Share based payments (continued)
CSOP
A charge of £391,000 (2023:
£69,000) has been recognised in the consolidated income statement
by the Group in the period ended 29 September 2024.
|
CSOP
|
|
|
Number of shares
|
|
Exercise price per share
(£)
|
|
|
|
|
At 1 October 2023
|
1,944,428
|
|
various
|
Surrendered 19 January
2024
|
(654,167)
|
|
various
|
Granted 19 January
2024
|
13,483,180
|
|
various
|
Granted 6 August 2024
|
500,000
|
|
various
|
Lapsed 31 January 2024
|
(45,629)
|
|
0.69
|
Lapsed 8 March 2024
|
(208,333)
|
|
0.69
|
Lapsed 17 May 2024
|
(218,182)
|
|
various
|
Lapsed 5 July 2024
|
(250,000)
|
|
various
|
Lapsed 23 August 2024
|
(218,182)
|
|
various
|
At 29 September 2024
|
14,333,115
|
|
various
|
|
|
|
|
At 2 October 2022
|
1,240,441
|
|
various
|
Granted 15 November
2022
|
250,000
|
|
0.35
|
Granted 4 April 2023
|
642,857
|
|
0.28
|
Granted 17 July
2023
|
393,442
|
|
0.31
|
Lapsed 11th November
2022
|
(104,167)
|
|
1.09
|
Lapsed 3 October 2022
|
(136,887)
|
|
1.09
|
Lapsed 30th April
2023
|
(250,000)
|
|
1.09
|
Lapsed 31 July 2023
|
(91,258)
|
|
1.09
|
At 1 October 2023
|
1,944,428
|
|
various
|
|
|
|
|
| |
The fair value of the options is
estimated at the date of grant using a Black-Scholes valuation
method. The total estimated fair value of the options granted
during the year to be recognised over the vesting period is
£1,513,000.
28
Share based payments (continued)
|
|
|
|
CSOP
|
CSOP
|
CSOP
|
CSOP
|
|
Grant date
|
|
|
|
4 April
2023
|
17 July
2023
|
19 January
2024
|
6 August
2024
|
|
Vesting period ends
|
|
|
|
4 April
2026
|
17 July
2026
|
19
January 2027
|
6 August
2027
|
|
Share price at date of
grant
|
|
|
|
£0.28
|
£0.31
|
£0.25
|
£0.18
|
|
Volatility
|
|
|
|
65.66%
|
65.66%
|
65.66%
|
65.66%
|
|
Option life at grant
|
|
|
|
3
years
|
3
years
|
3
years
|
3
years
|
|
Dividend yield
|
|
|
|
0.00%
|
0.00%
|
0.00%
|
0.00%
|
|
Risk-free investment rate
|
|
|
|
0.87
%
|
0.87
%
|
0.87
%
|
0.87
%
|
|
Fair value per option at grant
date
|
|
|
|
£0.12
|
£0.13
|
£0.11
|
£0.06
|
|
Exercise price at date of
grant
|
|
|
|
£0.28
|
£0.31
|
various
|
various
|
|
Exercisable from / to
|
|
|
|
4 April
2026/4 April 2033
|
17 July
2026/17 July 2033
|
19
January 2027/19 January 2034
|
6 August
2027/6 August 2034
|
|
Remaining contractual
life
|
|
|
|
1.5
years
|
1.8
years
|
2.3
years
|
2.9
years
|
|
|
|
|
|
|
|
|
|
| |
29 Related party transactions
Transactions with related parties
include management charges for services provided by Osmond Capital
Limited, which has common shareholders with controlling influence
with the Company, of £189,000 (2023: £200,000). In addition, H E M
Osmond is the principal lender of the £3,139,000 borrowings (2023:
£12,903,000) and a shareholder with controlling influence of
Xercise2 Limited which is a significant shareholder of the Company.
A Bassadone is the lender of £392,000 (2023: £392,000).
As at 29 September 2024, there was
£nil (2023: £nil) of accrued cash interest payable on borrowings
from related parties.
Remuneration of key management personnel
The remuneration of the Directors
of the Company and its subsidiaries and other key management, who
are the key management personnel of the Group, is set out below in
aggregate for each of the categories specified in IAS 24 "Related
Party Disclosures".
|
52 weeks ended 29 September
2024
|
|
52 weeks ended 1 October
2023
|
|
£ 000
|
|
£ 000
|
|
|
|
|
Salaries and other short term
employee benefits
|
547
|
|
699
|
Employer's national insurance
contributions
|
64
|
|
87
|
Post-employment benefits
|
-
|
|
21
|
|
611
|
|
807
|
31 Post balance sheet
events
Share options
In November 2024, new share
options totalling 1,500,000 under the CSOP scheme were issued and
will vest over a three-year period to November 2027. One third were
issued at 20.0 pence, the second third were at 22.0 pence, and the
final third were at 24.2 pence.
Share purchase
On 9 October 2024 Hugh Osmond
purchased 2,000,000 of shares at a price of 15.0 pence each for a
total of £0.3m. As these shares were purchased in the market no new
shares have been issued.
32 Contingent liabilities
Authorised Guarantee Agreements
There are 9 (2023: 9) previously
operated sites that have been disposed of via assignment of lease
and include Authorised Guarantee Agreements ('AGAs') as part of the
assignment arrangement. There is a risk that the sites would be
returned if the assigned leaseholders were to default on their
contractual obligations with their respective landlords, the risk
of which was heightened as a result of the coronavirus (Covid-19)
outbreak. The total annual rental cost for these sites is £758,000,
of which £188,000 (2023: £358,000) has been provided for (see note
23). The average remaining lease length is 5 years.
CJRS claim
The Group made material claims
under the CJRS schemes in order to support the business through the
pandemic. Given multiple changes to the rules governing the
schemes, as well as the degree of complexity in the various rules,
the Group undertook an external review of past claims to confirm
their validity. The directors are of the opinion that claims made
to date are valid and materially correct and so do not consider the
likelihood of material outflow as a result of this review to be
probable.