Full Year Results
Summary by AI BETAClose X
2 February 2026
VARIOUS EATERIES PLC
("Various Eateries" or "the Company" and with its subsidiaries "the Group")
Full Year Results
Record earnings and momentum building into FY26
Various Eateries PLC, the owner, developer and operator of restaurant, clubhouse and hotel sites in the United Kingdom, announces its results for the 52 weeks ended 28 September 2025 ("FY25").
Financial Highlights
|
· |
Revenue grew by 6% to £52.4m (2024: £49.5m) |
|
· |
Group like-for-like ("LFL") sales growth of 2% (2024: -1.0%), led by Coppa Club (+3%), with H2 Group like-for-like growth of 4% |
|
· |
Record adjusted EBITDA* of £1.4m (2024: £0.3m) driven by strong trading performance and operational improvements |
|
· |
Gross profit increased 64% to £5.7m (2024: £3.5m) |
|
· |
Cash at bank of £8.0 million (2024: £5.8 million) |
|
· |
Net cash of £4.6m (2024: £2.7m) |
Operational Highlights
|
· |
Clear progress in operational execution across the estate, with improvements in service delivery, menu focus, labour deployment and cost discipline |
|
· |
Improved conversion at site level, supported by stronger venue leadership, clearer accountability and more consistent execution |
|
· |
Strengthened leadership with the January 2025 appointment of Mark Loughborough as CEO |
|
· |
Continued investment in the estate, including successful refurbishments and targeted enhancements to the customer proposition |
Post-Period Highlights
|
· |
Strong start to FY26, with Group LFL sales up 9% over the five-week festive period to 4 January, led by Coppa Club (LFL +12%) |
|
· |
Consolidation of brand portfolio around Coppa Club and Noci underway |
|
· |
Actively exploring new Coppa Club sites, where the opportunity is most compelling in the current market, alongside continued development of Noci |
|
· |
Proactively evaluating high-quality, complementary M&A opportunities |
|
· |
Further strengthening of the leadership team, with the appointment of a new Managing Director and Culinary Director |
* 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
Mark Loughborough, CEO of Various Eateries, said:
"FY25 was a clear step forward for Various Eateries, where we turned intent into delivery. We tightened execution across the estate, strengthened the team and embedded a more disciplined, consistent way of operating, giving us a stronger platform to build from. The return to like-for-like growth and record adjusted EBITDA is the result, and a huge credit to our teams given the challenging consumer backdrop and ongoing cost pressures across the sector.
"The focus now is on the next phase. We have a clearer playbook and real momentum, as evidenced in the solid start to FY26, including a particularly strong Christmas period. Our goal is to build a bigger, better hospitality group by scaling our brands with discipline, investing selectively in the estate and, alongside organic growth, actively assessing high-quality, complementary M&A opportunities where the strategic fit is clear and the quality and returns stack up."
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) |
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|
|
|
Zeus (Sole Broker & NOMAD) |
+44 (0)20 3829 5000 |
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Harry Ansell (Broking) |
|
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Antonio Bossi (NOMAD) |
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|
Darshan Patel |
|
|
George Duxberry |
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Alma Strategic Communications |
+44 (0)20 3405 0205 |
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David Ison |
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Rebecca Sanders-Hewett |
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Will Merison |
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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
FY25 was an inflection year for Various Eateries. We returned to like-for-like growth, delivered a step change in profitability and made clear progress in strengthening the operational and commercial foundations of the business. That momentum has carried into FY26, and we are well placed to build on it.
Leadership embedded and delivering
One of the most important developments during the year was the appointment of Mark Loughborough as Chief Executive in January 2025. Mark has brought fresh perspective and energy to the role, with a clear focus on ensuring strategy translates into action on the ground. He has worked closely with CFO, Sharon Badelek, whose hands-on involvement since joining in 2023 has been central to improving operational performance and strengthening financial discipline. Together, they have brought greater clarity and pace to decision-making, and the impact of that approach is increasingly visible across the business.
We have also continued to strengthen the wider management team, including the post-period appointments of a new Managing Director and Culinary Director, both of whom bring deep sector experience and formidable track records. These additions have increased depth across the organisation and supported more consistent execution at site and brand level.
With this leadership structure now in place, the emphasis is firmly on building momentum and making the most of the platform we have established, while maintaining a disciplined approach to growth.
Improving performance through stronger fundamentals
Over the year, management has concentrated on the basics that matter most: service quality, menus, cost control and labour deployment. This has gone hand in hand with a renewed focus on what makes our offer distinctive, so that operational improvements are felt by guests as well as reflected in the numbers. The impact of this work can be seen in the return to like-for-like sales growth and the delivery of record adjusted EBITDA, despite continued inflationary pressures across the sector.
A particular area of progress has been our ability to convert sales into profit at site level. Stronger leadership in venues, clearer accountability and more consistent execution have led to better staff cost conversion and more dependable performance across the estate. As a result, the business is more resilient, while continuing to deliver the standards and character that keep guests coming back.
A more consistent and scalable platform
Alongside these operational improvements, we are carrying out work to simplify the current brand portfolio by consolidating activity around the Coppa Club and Noci brands. Both are well-established concepts with strong recognition and loyal followings, and this approach allows us to build on what customers already know and trust while delivering a more consistent experience across the estate. By concentrating on fewer, clearly defined brands, we believe the business is better positioned to operate at scale, maintain quality and support a sustainable long-term approach to future growth.
Well positioned for the next phase of growth
Looking ahead, we believe the business is well positioned for its next stage of development. The operating platform has been strengthened, the management team has the experience and depth to support growth, and the business has the capacity to expand the estate without a meaningful increase in central costs. We continue to explore potential new sites and, alongside organic growth, are actively assessing high-quality, complementary M&A opportunities that could enhance the portfolio and meet our return criteria.
Confidence grounded in progress
While we remain alert to economic and sector-specific challenges, we are confident in the direction of travel. FY25 was about strengthening and refining the platform, improving consistency, execution and commercial focus across the business. With this progress now embedded, the emphasis is shifting towards accelerating growth, deploying capital selectively and continuing to create value over the long term.
I would like to thank our colleagues across the Group for their continued commitment, professionalism and delivery, and our shareholders for their ongoing support. Various Eateries has entered the new financial year ahead in a strong position, with greater clarity and a clear opportunity to build on the progress achieved to date.
Chief Executive Officer's Statement
I am pleased to present the Group's FY25 results, marking a return to like-for-like growth and a step-change in profitability. This performance was delivered amid uneven consumer conditions and cost pressures, reflecting disciplined execution, improving operational consistency, and a continued focus on delivering high quality guest experiences.
Strong financial and operational progress
Momentum built in the first half continued into the second, resulting in a full-year return to like-for-like growth and record Group profitability. This outcome reflects the cumulative impact of multiple operational improvements made over recent periods, as we focused on simplifying and optimising how our sites operate.
Group revenue increased by 6% year on year to £52.4m (2024: £49.5m), exceeding market expectations. Full-year LFL sales grew by 2%, a meaningful improvement on the prior year, with LFL growth strengthening to 4% in the second half, a favourable outcome relative to the market.
Coppa Club led Group LFL growth, up 3%, with particularly strong momentum at breakfast (LFL +10%) and lunch (LFL +5%). In the current environment, we see the clearest near-term growth opportunity in further expanding Coppa Club, underpinned by the strength and versatility of its all-day proposition. Noci remains a newer, smaller part of the Group and continues to make steady progress, with further development of the offer planned in FY26.
Group adjusted EBITDA increased to a record £1.4m (2024: £0.3m), delivered despite ongoing sector-wide cost pressures, particularly in labour, reflecting improved operational control and cost discipline.
The Group's balance sheet remains robust, with cash at bank of £8.0m at 28 September 2025 (2024: £5.8m). This provides a strong foundation from which to continue investing in the estate and pursue growth opportunities in a disciplined manner.
Driving performance through execution
During FY25, our focus has been firmly on execution. We made targeted improvements to our offer, improved consistency of delivery and ensured we have the right people in the right roles, supported by clearer systems and processes.
Another key focus area was addressing the tail of performance across the estate. Rather than relying on a small number of high-performing venues, we worked to ensure every site was contributing positively to the overall result, creating a stronger platform for sustainable growth.
The breadth and flexibility of our offer remain one of the Group's greatest strengths. Our venues are designed to perform across multiple dayparts and occasions, allowing sites to focus on where demand is strongest rather than being constrained by a fixed format.
Targeted investment in the estate
Alongside operational improvements, we continued to invest selectively in our venues. During the year, this included successful refurbishments at Coppa Club Guildford and Cobham, and further enhancements to our terraces to better serve guests during the summer months.
At Coppa Club, refinements to layouts and space utilisation have supported a more natural transition from daytime trading into evening occasions, unlocking additional revenue without increasing footprint. These investments are delivering tangible commercial benefits, supporting stronger conversion, a more consistent guest experience and increased resilience at site level.
Our people
The progress made during FY25 would not have been possible without the continued commitment and professionalism of our people and I would like to thank them for their hard work. Hospitality is a people business, and building strong, engaged teams and fostering a culture of continuous improvement remain central to our approach.
Strong start to FY26 and positive outlook
The business entered FY26 in a strong position and trading to date has been encouraging, particularly considering the backdrop that remains challenging.
The festive period was particularly strong, with trading materially ahead of the wider market. Over the five-week period to 4 January, Group LFL sales increased by 9%, led by Coppa Club (LFL +12%). Performance peaked on key trading days, including Christmas Eve (Group +15%, Coppa +18%), Boxing Day (Group +12%, Coppa +16%), New Year's Eve (Group +17%, Coppa +24%) and New Year's Day (Group +39%, Coppa +53%), reflecting a more targeted commercial approach.
With good momentum in trading and a stronger operational platform, we are actively progressing a pipeline of new sites, with near-term expansion focused on Coppa Club, as described above. Alongside organic growth, we continue to assess assets that align with our brands and capabilities with a clear focus on quality, returns and strategic fit.
While we remain mindful of the challenges facing the sector, on the basis of current trading we are confident of delivering a strong performance in FY26 and believe the Group is well positioned to continue building momentum.
Financial Review
OVERVIEW
The KPIs of the Group's performance are summarised in the table below:
|
|
52 weeks ended £ 000 |
52 weeks ended £ 000 |
Change |
|
Revenue |
52,376 |
49,486 |
6% |
|
Adjusted EBITDA (before impact of IFRS 16)* |
1,355 |
300 |
352% |
|
Adjusted EBITDA* (see page 16) |
5,538 |
4,355 |
27% |
|
Operating loss |
(785) |
(928) |
(15%) |
|
Total loss for the year after tax |
(2,733) |
(3,357) |
(19%) |
|
Basic and diluted earnings per share (pence) |
(1.6) |
(2.0) |
(19%) |
|
Net cash flow from operating activities |
7,761 |
2,311 |
236% |
|
Net cash / (debt) excluding IFRS 16 lease liability |
4,587 |
2,690 |
70% |
|
Number of sites |
20 |
20 |
0% |
* Not audited
Summary of financial performance for the 52 weeks ended 28 September 2025
|
Reconciliation of loss before tax to Adjusted EBITDA* |
52 weeks ended £ 000 |
52 weeks ended £ 000 |
|
Revenue |
52,376 |
49,486 |
|
Loss before tax |
(2,733) |
(3,357) |
|
Impairment on property, plant and equipment |
126 |
636 |
|
Reversal of impairment on property, plant and equipment |
(542) |
(1,574) |
|
Net financing costs |
1,948 |
2,429 |
|
Depreciation and amortisation |
5,953 |
5,502 |
|
EBITDA |
4,752 |
3,636 |
|
Pre-opening costs |
22 |
337 |
|
Share-based payments |
553 |
391 |
|
Loss/(profit) on disposal of assets and leases |
5 |
(9) |
|
Restructuring costs |
206 |
- |
|
Adjusted EBITDA (IFRS 16) |
5,538 |
4,355 |
|
Adjustment for rent expense |
(4,183) |
(4,055) |
|
Adjusted EBITDA (IAS 17) |
1,355 |
300 |
* Not audited
Financial performance
Overall Group revenue increased by 6% (FY25: £52.4m, FY24: £49.5m). The Group's adjusted EBITDA increased by £1.2m, from £4.3m in FY24 to £5.5m in FY25. During the year, the group focused on driving profitability through the premiumisation of the food and beverage offer, improving consistency of service and refining labour schedules more effectively around demand patterns.
The loss before tax has decreased from £3.4m in FY24 to £2.7m in FY25. In FY25 the Group incurred impairments to goodwill of £nil (2024: £nil), right‑of‑use assets of £0.1m (FY24: £0.3m) and property, plant and equipment of £0.1m (2024: £0.3m). The Group recognised impairment reversals to goodwill of £nil (2024: £nil), right-of-use assets of £0.4m (2024: £1.2m) and property plant and equipment of £0.1m (2024: £0.4m). The Group's depreciation and amortisation charge has increased by £0.4m (from £5.5m in FY24 to £5.9m in FY25) and pre-opening costs have decreased by £0.2m (from £0.3m in FY24 to £0.1m in FY25). The Group's share-based payment charge has increased by £0.1m (from £0.4m in FY24 to £0.5m in FY25). See note 29 for more details on share-based payments and note 32 for details on post-year end share options issue.
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 28 September 2025
|
|
|
52 weeks ended 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
|
Note |
£ 000 |
|
£ 000 |
|
|
|
|
|
|
|
|
|
Revenue |
4 |
52,376 |
|
49,486 |
|
|
Cost of sales |
|
(46,707) |
|
(46,022) |
|
|
Gross profit |
|
5,669 |
|
3,464 |
|
|
Central staff costs |
|
(4,077) |
|
(3,397) |
|
|
Share-based payments |
29 |
(553) |
|
(391) |
|
|
Other operating income |
10 |
211 |
|
1,153 |
|
|
Impairment of property, plant and equipment |
15 |
(126) |
|
(636) |
|
|
Release of impairment of property, plant and equipment |
15 |
542 |
|
1,574 |
|
|
(Loss) / profit of property, plant and equipment |
|
(5) |
|
9 |
|
|
Other expenses |
12 |
(2,446) |
|
(2,704) |
|
|
Operating loss |
|
(785) |
|
(928) |
|
|
Finance income |
6 |
204 |
|
5 |
|
|
Financing costs |
6 |
(2,152) |
|
(2,434) |
|
|
Loss before tax |
|
(2,733) |
|
(3,357) |
|
|
Tax |
11 |
- |
|
- |
|
|
Loss for the period |
|
(2,733) |
|
(3,357) |
|
|
|
|
|
|
|
|
|
Earnings per share |
|
|
|
|
|
|
Basic loss per share (pence) |
13 |
(1.6) |
|
(2.0) |
|
|
Diluted loss per share (pence) |
13 |
(1.6) |
|
(2.0) |
|
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 28 September 2025
|
|
|
|
|
|||
|
|
|
28 September 2025 |
|
29 September 2024 |
|||
|
|
Note |
£ 000 |
|
£ 000 |
|||
|
|
|
|
|
|
|||
|
Non-current assets |
|
|
|
|
|||
|
Intangible assets |
14 |
11,090 |
|
11,090 |
|||
|
Right-of-use assets |
15 |
22,870 |
|
25,279 |
|||
|
Other property, plant and equipment |
15 |
25,335 |
|
26,831 |
|||
|
|
|
59,295 |
|
63,200 |
|||
|
Current assets |
|
|
|
|
|||
|
Inventories |
17 |
1,194 |
|
1,146 |
|||
|
Trade receivables |
18 |
83 |
|
244 |
|||
|
Other receivables |
18 |
1,774 |
|
3,336 |
|||
|
Cash and bank balances |
19 |
7,977 |
|
5,829 |
|||
|
|
|
11,028 |
|
10,555 |
|||
|
Total assets |
|
70,323 |
|
73,755 |
|||
|
|
|
|
|
|
|||
|
Current liabilities |
|
|
|
|
|||
|
Trade and other payables |
20 |
(14,689) |
|
(13,514) |
|||
|
Borrowings |
21 |
(3,390) |
|
(3,139) |
|||
|
Net current liabilities |
|
(7,051) |
|
(6,098) |
|||
|
Total assets less current liabilities |
|
52,244 |
|
57,102 |
|||
|
|
|
|
|
|
|||
|
Non-current liabilities |
|
|
|
|
|||
|
Borrowings |
22 |
(24,934) |
|
(27,424) |
|||
|
Provisions |
23 |
- |
|
(188) |
|||
|
Total non-current liabilities |
|
(24,934) |
|
(27,612) |
|||
|
Total liabilities |
|
(43,013) |
|
(44,265) |
|||
|
Net assets |
|
27,310 |
|
29,490 |
|||
|
|
|
|
|
|
|||
|
Equity |
|
|
|
|
|||
|
Share capital |
24 |
1,750 |
|
1,750 |
|||
|
Share premium |
|
72,540 |
|
72,540 |
|||
|
Merger reserve |
|
64,736 |
|
64,736 |
|||
|
Employee benefit trust shares reserve |
|
(5,012) |
|
(5,012) |
|||
|
Retained earnings |
|
(106,704) |
|
(104,524) |
|||
|
Total funds attributable to the equity shareholders of the Company |
|
27,310 |
|
29,490 |
|||
The financial statements of Various Eateries PLC (registration number: 12698869) were approved by the Board and authorised for issue on 30 January 2026
They were signed on its behalf by:
S Badelek
Director
Consolidated Statement of Changes in Equity
for the 52 weeks ended 28 September 2025
|
|
Called-up share capital |
|
Share premium account |
|
Merger reserve |
|
Employee benefit trust shares reserve |
|
Retained Earnings |
|
Total |
|
Attributable to equity shareholders of the Group |
£ 000 |
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
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 |
|
Share based payments |
- |
|
- |
|
- |
|
- |
|
553 |
|
553 |
|
Total transactions with owners |
- |
|
- |
|
- |
|
- |
|
553 |
|
553 |
|
Loss for the period |
- |
|
- |
|
- |
|
- |
|
(2,733) |
|
(2,733) |
|
Total comprehensive loss |
- |
|
- |
|
- |
|
- |
|
(2,733) |
|
(2,733) |
|
At 28 September 2025 |
1,750 |
|
72,540 |
|
64,736 |
|
(5,012) |
|
(106,704) |
|
27,310 |
for the 52 weeks ended 28 September 2025
|
|
|
52 weeks ended 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
Loss for the year |
|
(2,733) |
|
(3,357) |
|
Adjustments to cash flows from non-cash items: |
|
|
|
|
|
Impairment of property, plant and equipment |
|
126 |
|
636 |
|
Reversal of impairment of property, plant and equipment |
|
(542) |
|
(1,574) |
|
Depreciation and amortisation |
|
5,953 |
|
5,502 |
|
Gain on early surrender of lease |
|
- |
|
- |
|
(Loss) / profit on disposal of assets and leases |
|
5 |
|
(9) |
|
Share based payments |
|
553 |
|
391 |
|
Finance income |
|
(204) |
|
(5) |
|
Financing costs |
|
2,152 |
|
2,434 |
|
|
|
5,310 |
|
4,018 |
|
Working capital adjustments: |
|
|
|
|
|
Increase in inventories |
|
(48) |
|
(68) |
|
(Increase) / decrease in trade and other receivables |
|
1,723 |
|
(1,344) |
|
Increase / (decrease) in accruals, trade and other payables |
|
963 |
|
(125) |
|
Decrease in provisions |
|
(187) |
|
(170) |
|
Net cash flow from operating activities |
|
7,761 |
|
2,311 |
|
Cash flows used in investing activities |
|
|
|
|
|
Interest received |
|
204 |
|
5 |
|
Purchases of property plant and equipment |
|
(1,632) |
|
(4,317) |
|
Net cash flows from investing activities |
|
(1,428) |
|
(4,312) |
|
Cash flows from financing activities |
|
|
|
|
|
Interest paid |
|
(1,898) |
|
(1,763) |
|
Proceeds on issue of shares |
|
- |
|
21,116 |
|
Repayment of borrowings |
|
- |
|
(11,409) |
|
Principal elements of lease payments |
|
(2,287) |
|
(2,016) |
|
Net cash flows used in financing activities |
|
(4,185) |
|
5,928 |
|
Decrease in cash |
|
2,148 |
|
3,927 |
|
Opening cash at bank and in hand |
|
5,829 |
|
1,902 |
|
Closing cash at bank and in hand |
|
7,977 |
|
5,829 |
4 Revenue
An analysis of the Group's total revenue which all originates in the UK is as follows:
|
|
52 weeks ended 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Sale of goods |
48,247 |
|
45,155 |
|
Accommodation and room hire |
4,088 |
|
4,295 |
|
Sub-let rental income |
41 |
|
36 |
|
|
52,376 |
|
49,486 |
6 Finance income and costs
|
|
52 weeks ended 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Interest income on bank deposits |
204 |
|
5 |
|
Total finance income |
204 |
|
5 |
|
|
|
|
|
|
Financing costs on bank overdraft and borrowings |
256 |
|
575 |
|
Lease liability interest |
1,896 |
|
1,859 |
|
Total financing costs |
2,152 |
|
2,434 |
|
Net finance costs |
1,948 |
|
2,429 |
Finance income for the 52 weeks ended 28 September 2025 comprises interest earned on high-interest bank deposit accounts. This income is not considered to be part of the Group's operating activities.
11 Tax
Tax charged in the statement of comprehensive income
|
|
52 weeks ended 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
Tax expense |
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Corporation tax |
- |
|
- |
|
Total current income tax |
- |
|
- |
|
Tax expense in the statement of comprehensive income |
- |
|
- |
|
Corporation tax is calculated at 25% (2024: 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 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Loss before tax |
(2,733) |
|
(3,357) |
|
|
|
|
|
|
Corporation tax at standard rate 25.0% (2024: 25.0%) |
(683) |
|
(839) |
|
Expenses not deductible |
266 |
|
271 |
|
Tax losses carried forward |
- |
|
619 |
|
Movement in deferred tax not recognised |
417 |
|
(51) |
|
Total tax charge |
- |
|
- |
|
|
|
|
|
No account has been taken of the potential deferred tax asset of £17,244,000 (2024: £14,640,000) calculated at 25% (2024: 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 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Depreciation and amortisation |
222 |
|
301 |
|
AGA release of provision (note 23) |
(187) |
|
(170) |
|
Other central costs |
2,411 |
|
2,573 |
|
|
2,446 |
|
2,704 |
Summary of other operating loss can be found in the financial review section on page 24.
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 28 September 2025 and 29 September 2024.
|
|
|
|
|
|
28 September 2025 |
|
29 September 2024 |
|
|
|
|
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
|
|
|
|
Loss for the year after tax |
|
|
|
|
(2,733) |
|
(3,357) |
|
Basic and diluted weighted average number of shares |
|
175,045,265 |
|
168,180,186 |
|||
|
Basic loss per share (pence) |
|
|
|
|
(1.6) |
|
(2.0) |
|
Diluted loss per share (pence) |
|
(1.6) |
|
(2.0) |
|||
|
|
|
|
|
|
|
|
|
14 Intangible assets
|
Group |
Brand |
|
Goodwill |
|
Trademarks, patents & licenses |
|
Total |
|
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
|
|
|
|
Cost or valuation |
|
|
|
|
|
|
|
|
At 29 September 2024 |
2,912 |
|
26,019 |
|
25 |
|
28,956 |
|
Additions |
- |
|
- |
|
- |
|
- |
|
At 28 September 2025 |
2,912 |
|
26,019 |
|
25 |
|
28,956 |
|
|
|
|
|
|
|
|
|
|
Amortisation and Impairment |
|
|
|
|
|
|
|
|
At 29 September 2024 |
2,912 |
|
14,954 |
|
- |
|
17,866 |
|
Charge for the period |
- |
|
- |
|
- |
|
- |
|
At 28 September 2025 |
2,912 |
|
14,954 |
|
- |
|
17,866 |
|
|
|
|
|
|
|
|
|
|
Carrying amount 28 September 2025 |
- |
|
11,065 |
|
25 |
|
11,090 |
|
|
|
|
|
|
|
|
|
|
|
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 |
Brand relates to registered brand names and is amortised over an estimated useful economic life of four 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 ('CGUs') 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 to the acquisition of intangible assets (2024: £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 8.8% was used (2024: 8.4%), based on the Group's WACC and Beta. Cash flows in line with forecasts for the next year 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 28 September 2025 resulted in no requirement to reduce the carrying value of goodwill at 28 September 2025, 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 28 September 2025. 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 28 September 2025 would have to be recognised against goodwill (2024: £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 8.8% was used (2024: 8.4%), based on the Group's WACC and Beta. Cash flows in line with forecasts for the next year were used. Cash flows beyond the forecast period are extended at a terminal growth rate of 3% (2024: 3%).
Impairment testing at 28 September 2025 resulted in no requirement to reduce the carrying value of goodwill at 28 September 2025, 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 (2024: £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 29 September 2024 |
39,069 |
|
2,294 |
|
24,143 |
|
11,882 |
|
166 |
|
2,450 |
|
80,004 |
|
Additions |
- |
|
- |
|
2 |
|
15 |
|
1,606 |
|
9 |
|
1,632 |
|
Lease modifications |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Disposals |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Transfers |
- |
|
- |
|
552 |
|
760 |
|
(1,469) |
|
157 |
|
- |
|
At 28 September 2025 |
39,069 |
|
2,294 |
|
24,697 |
|
12,657 |
|
303 |
|
2,616 |
|
81,636 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 29 September 2024 |
13,790 |
|
178 |
|
4,758 |
|
7,301 |
|
- |
|
1,867 |
|
27,894 |
|
Charge for the period |
2,776 |
|
39 |
|
1,454 |
|
1,450 |
|
- |
|
234 |
|
5,953 |
|
Eliminated on disposal |
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
- |
|
Impairment charge |
61 |
|
- |
|
65 |
|
- |
|
- |
|
- |
|
126 |
|
Release of historic Impairment charge |
(428) |
|
- |
|
(114) |
|
- |
|
- |
|
- |
|
(542) |
|
At 28 September 2025 |
16,199 |
|
217 |
|
6,163 |
|
8,751 |
|
- |
|
2,101 |
|
33,431 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Carrying amount At 28 September 2025 |
22,870 |
|
2,077 |
|
18,534 |
|
3,906 |
|
303 |
|
515 |
|
48,205 |
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 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 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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. Assets under construction 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 and is recognised within other income (2025: £41,000, 2024: £41,000)
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 8.8% was used (2024: 8.4%), based on the Group's WACC and Beta. Cash flows in line with forecasts over the next year 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 one CGUs in 2025, with the full charge recognised against the restaurant segment. The split of the charge between the CGUs and the asset classes are Restaurant 1 £126,000 against right of use asset and leasehold improvements.
Impairment testing also resulted in the reversal of impairments on four CGU's in 2025, with the full reversal recognised against the restaurant segment. The split of the reversal between the CGU's and the asset classes are Restaurant 2 £291,000 against right of use asset, Restaurant 3 £95,000 against right of use asset, restaurant 4 £94,000 against right of use asset and leasehold improvements and restaurant 5 £62,000 against leasehold improvements.
The CGUs with the least headroom is Restaurant 6 £56,000.
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 £2,250,000 for the period ended 29 September 2024 would have to be recognised against right of use assets (2024: £2,660,000). Management is not currently aware of any other reasonably possible changes to key assumptions that would cause a units carrying amount to exceed its recoverable amount.
The Group has no capital commitments (2024: £nil).
Hotel segment
As a result of the headroom identified during the goodwill impairment testing of the hotel operating segment (see note 14), no impairment charge is required in respect of the hotel segment.
18 Trade and other receivables
|
|
Group |
||
|
|
28 September 2025 |
|
29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Trade receivables |
83 |
|
244 |
|
Prepayments and accrued income |
580 |
|
2,183 |
|
Other receivables |
1,194 |
|
1,153 |
|
|
1,857 |
|
3,580 |
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 |
||
|
|
28 September 2025 |
|
29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
Cash and bank balances |
7,977 |
|
5,829 |
|
|
|
|
|
20 Trade and other payables
|
|
Group |
||
|
|
28 September 2025 |
|
29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
Trade payables |
2,762 |
|
2,045 |
|
Payables to subsidiaries |
- |
|
- |
|
Accrued expenses |
4,216 |
|
4,042 |
|
Social security and other taxes |
1,658 |
|
1,675 |
|
Other payables |
1,923 |
|
1,825 |
|
Lease liabilities due in less than one year |
4,130 |
|
3,927 |
|
|
14,689 |
|
13,514 |
The amounts payable to subsidiaries are interest free and repayable on demand.
21 Current borrowings
|
|
Group |
||
|
|
28 September 2025 |
|
29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
Borrowings from related parties |
3,390 |
|
3,139 |
Borrowings from related parties classed as payable within 12 months relate to one deep discounted bond instrument issued by VEL Property Holdings Limited.
The deep discounted bond instrument issued by VEL Property Holdings Limited was rolled in July 2025 with a new redemption date of 14 July 2026. The nominal value at year end is £3,390,000 (2024: £3,139,000). The discount is recognised between subscription and redemption date, resulting in £56,000 of accrued financing costs as at the reporting date. The deep discounted bond is secured by freehold property in the Group.
22 Non-current borrowings
|
|
Group |
||
|
|
28 September 2025 |
|
29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
Lease liabilities due after more than one year |
24,934 |
|
27,424 |
|
|
|
|
|
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 instrument's note.
23 Provisions for liabilities
|
Group |
|
|
52 weeks ended 28 September 2025 |
52 weeks ended 29 September 2024 |
|
Authorised Guarantee Agreements ('AGAs') |
|
|
£ 000 |
£ 000 |
|
At start of financial period |
|
|
187 |
357 |
|
At start of financial period |
187 |
357 |
|
(Release) in the year |
(187) |
(170) |
|
At end of financial period |
- |
187 |
The provision relates to the annual rental cost of nil (2024: two) 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 28).
24 Share capital and share premium
|
Authorised, allotted, called-up and fully paid shares
|
|
|
|
|
|
|
|
|
|
28 September 2025 |
|
29 September 2024 |
||||
|
|
No. 000 |
|
£ 000 |
|
No. 000 |
|
£ 000 |
|
Ordinary Shares of £0.01 each |
175,045 |
|
1,750 |
|
175,045 |
|
1,750 |
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 29.
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 £362,000 (2024: £316,000) represents contributions payable to these schemes by the Group at rates specified in the rules of the schemes. As at 28 September 2025, contributions of £40,000 (2024: £40,000) 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 |
|
|
|||
|
|
|
|
28 September 2025 |
|
29 September 2024 |
|
|
|
|
£ 000 |
|
£ 000 |
|
Cash at bank and in hand |
|
|
7,977 |
|
5,829 |
|
Trade and other receivables |
|
|
1,277 |
|
1,397 |
|
|
|
|
9,254 |
|
7,226 |
Reconciliation of liabilities arising from financing activities
|
|
Lease Liabilities |
|
Other Borrowings |
|
Total |
|
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
At start of financial period |
31,351 |
|
3,139 |
|
34,490 |
|
New Borrowings/(disposals) |
|
|
- |
|
|
|
DDB renewal |
- |
|
- |
|
- |
|
Interest charge |
1,896 |
|
251 |
|
2,147 |
|
Repayments during the period |
(4,183) |
|
- |
|
(4,183) |
|
At end of financial period |
29,064 |
|
3,390 |
|
32,454 |
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 |
|
|
|
|
|
|
|
|
|
28 September 2025 |
|
29 September 2024 |
|
|
|
|
£ 000 |
|
£ 000 |
|
Trade and other payables |
|
|
37,965 |
|
39,263 |
|
Borrowings from related parties |
|
|
3,390 |
|
3,139 |
|
|
|
|
41,355 |
|
42,402 |
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.
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 cash flow 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.
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 |
||||||||
|
2025 |
% |
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
£ 000 |
|
£ 000 |
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
Non-derivatives |
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
||||||||||||||||||
|
Trade payables |
- |
|
2,762 |
|
- |
|
- |
|
- |
|
2,762 |
||||||||
|
Other payables |
- |
|
6,139 |
|
- |
|
- |
|
- |
|
6,139 |
||||||||
|
Borrowings - Deep Discount Bond |
- |
|
3,390 |
|
- |
|
- |
|
- |
|
3,390 |
||||||||
|
Lease liability |
4.5% |
|
4,130 |
|
3,777 |
|
10,020 |
|
11,137 |
|
29,064 |
||||||||
|
|
|
|
16,421 |
|
3,777 |
|
10,020 |
|
11,137 |
|
41,355 |
||||||||
|
|
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 |
||||||||
|
Lease liability |
4.5% |
|
3,927 |
|
3,718 |
|
3,733 |
|
19,973 |
|
31,351 |
||||||||
|
|
|
|
14,978 |
|
3,718 |
|
3,733 |
|
19,973 |
|
42,402 |
||||||||
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
27 Analysis of Net Debt
|
|
|
Cash and bank balances |
Borrowings |
Lease liability |
Total |
|
|
|
|
|
|
|
|
At 29 September 2024 |
|
5,829 |
(3,139) |
(31,351) |
(28,661) |
|
|
|
|
|
|
|
|
Cash flows |
|
2,148 |
|
|
2,148 |
|
Interest expense |
|
|
(251) |
(1,896) |
(2,147) |
|
Lease payments |
|
|
|
4,183 |
4,183 |
|
At 28 September 2025 |
|
7,977 |
(3,390) |
(29,064) |
(24,477) |
29 Share-based payments
As at 28 September 2025, the Group maintained one separate share-based payment scheme for employee remuneration (2024: one):
· 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 (2024: £nil) has been recognised in the consolidated income statement by the Group in the period ended 28 September 2025.
|
|
JSOP (Scheme 1) |
||||
|
|
Number of shares |
||||
|
|
Granted |
|
Exercisable |
|
Total |
|
|
|
|
|
|
|
|
At 29 September 2024 |
- |
|
- |
|
- |
|
At 28 September 2025 |
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 1 October 2023 |
- |
|
2,523,809 |
|
2,523,809 |
|
Surrendered 19 January 2024 |
- |
|
(2,523,809) |
|
(2,523,809) |
|
At 29 September 2024 |
- |
|
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
As at 28 September 2025, there are no awards outstanding under the scheme and no further charges will be recognised in respect of this arrangement. |
|
||||||||
|
|
|
|
|
|
|||||
29 Share based payments (continued)
CSOP
A charge of £553,000 (2024: £391,000) has been recognised in the consolidated income statement by the Group in the period ended 28 September 2025.
|
|
CSOP |
|
|||
|
|
Number of shares |
|
Exercise price per share (£) |
||
|
|
|
|
|
||
|
At 29 September 2024 |
14,333,115 |
|
various |
||
|
Granted 29 November 2024 |
500,000 |
|
various |
||
|
Granted 29 November 2024 |
250,000 |
|
various |
||
|
Granted 29 November 2024 |
250,000 |
|
various |
||
|
Granted 29 November 2024 |
250,000 |
|
various |
||
|
Granted 29 November 2024 |
250,000 |
|
various |
||
|
Lapsed 30 November 2024 |
(500,000) |
|
various |
||
|
Lapsed 1 December 2024 |
(393,443) |
|
various |
||
|
Lapsed 1 December 2024 |
(606,557) |
|
various |
||
|
Granted 20 February 2025 |
4,000,000 |
|
various |
||
|
Granted 20 February 2025 |
500,000 |
|
various |
||
|
Lapsed 24 February 2025 |
(750,000) |
|
various |
||
|
Lapsed 5 March 2025 |
(500,000) |
|
various |
||
|
Granted 1 July 2025 |
500,000 |
|
various |
||
|
Granted 1 July 2025 |
500,000 |
|
various |
||
|
Granted 1 July 2025 |
500,000 |
|
various |
||
|
Lapsed 1 July 2025 |
(1,000,000) |
|
various |
||
|
Lapsed 3 July 2025 |
(2,500,000) |
|
various |
||
|
Granted 31 July 2025 |
250,000 |
|
various |
||
|
Granted 31 July 2025 |
250,000 |
|
various |
||
|
Lapsed 26 September 2025 |
(500,000) |
|
various |
||
|
At 28 September 2025 |
15,333,115 |
|
various |
||
|
|
|
|
|
||
|
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 |
||
|
|
|
|
|
||
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 £498,000.
There are no performance conditions attached to the share options granted. Vesting is conditional on continued employment over the vesting period. Awards are forfeited if an employee leaves the Group before vesting, except where the employee is classified as a "Good Leaver" under the rules of the scheme.
29 Share-based payments (continued)
|
|
|
CSOP |
CSOP |
CSOP |
CSOP |
CSOP |
CSOP |
CSOP |
CSOP |
|
Grant date |
|
4 April 2023 |
17 July 2023 |
19 January 2024 |
6 August 2024 |
29 November 2024 |
20 February 2025 |
1 July 2025 |
31 July 2025 |
|
Vesting period ends* |
|
4 April 2026 |
17 July 2026 |
19 January 2027 |
6 August 2027 |
29 November 2027 |
20 February 2028 |
1 July 2028 |
31 July 2028 |
|
Share price at date of grant |
|
£0.28 |
£0.31 |
£0.25 |
£0.18 |
£0.18 |
£0.16 |
£0.13 |
£0.12 |
|
Volatility |
|
65.66% |
65.66% |
65.66% |
65.66% |
65.66% |
65.66% |
65.66% |
65.66% |
|
Option life at grant |
|
3 years |
3 years |
3 years |
3 years |
3 years |
3 years |
3 years |
3 years |
|
Dividend yield |
|
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
0.00% |
|
Risk-free investment rate |
|
0.87 % |
0.87 % |
0.87 % |
0.87 % |
0.87 % |
0.87 % |
0.87 % |
0.87 % |
|
Fair value per option at grant date |
|
£0.12 |
£0.13 |
£0.11 |
£0.06 |
£0.07 |
£0.06 |
£0.06 |
£0.05 |
|
Exercise price at date of grant |
|
£0.28 |
£0.31 |
various |
various |
various |
various |
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 |
29 November 2027/29 November 2034 |
20 February 2028/20 February 2035 |
1 July 2028/1 July 2035 |
31 July 2028/31 July 2035 |
|
Remaining contractual life |
|
0.5 years |
0.8 years |
1.3 years |
1.9 years |
2.2 years |
2.4 years |
2.8 years |
2.8 years |
*Share options are issued in three tranches. A third have a vesting period of one year, a third have a vesting period of two years and a third have a vesting period of three years.
30 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 £221,000 (2024: £189,000). In addition, H E M Osmond is the principal lender of the £3,390,000 borrowings (2024: £3,139,000).
As at 28 September 2025, there was £nil (2024: £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 28 September 2025 |
|
52 weeks ended 29 September 2024 |
|
|
£ 000 |
|
£ 000 |
|
|
|
|
|
|
Salaries and other short term employee benefits |
958 |
|
547 |
|
Employer's national insurance contributions |
130 |
|
64 |
|
Post-employment benefits |
- |
|
- |
|
|
1,088 |
|
611 |
32 Post balance sheet events
Share options
In November 2025, new share options totalling 1,000,000 under the CSOP scheme were issued. One third were issued at 14.3 pence, the second third were at 15.7 pence and the final third were at 17.3 pence. A third will vest over the period to November 2026, a third will vest over the period to November 2027, and a third will vest over the period to November 2028.
33 Contingent liabilities
Authorised Guarantee Agreements
There are nine (2024: nine) 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 nil (2024: £187,000) has been provided for (see note 23). The average remaining lease length is four years.
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