Financial review

For the year ended 28 December 2025, following the change in management in September 2025, the Group's performance has updated its income statement reporting and key performance indicators.

 

Bow Street Group's performance in the year ended 28 December 2025 is summarised in the table below:

 

	Year ended	Year ended
	28 December	29 December  Restated
	2025	2024	Change
	£m	£m	%
Revenue	31.3	36.6	(14.5%)
Gross Profit	9.3	12.0	(22.2%)
Adjusted EBITDA	2.1	3.6	(41.7%)
Adjusted Headline EBITDA	(1.4)	(0.3)
Adjusted Operating (loss)/profit	(0.5)	0.4
(Loss)/profit for the year	(9.3)	16.0
Adjusted (Loss)/profit for the year	(1.7)	(0.9)
Basic (loss)/earnings per share	(1.11)p	9.57p
Diluted (loss)/earnings per share	(1.11)p	9.57p
Adjusted basic (loss)/earnings per share	(0.20)p	(0.50)p
Adjusted diluted (loss)/earnings per share	(0.20)p	(0.50)p
Number of restaurants operated in the UK
- Wildwood	28	32
- dim t	4	4
	32	36

 

The year ended 28 December 2025 comprised 52 weeks of trading (2024: 52 weeks).

 

As expected, revenue for the year decreased 14.5% to £31.3m (2024: £36.6m) primarily due to the impact of the site closures during FY2024 and a challenging trading environment during various months of the financial year. The number of restaurants operated by the Group at the year end reduced by 4 to 32. Following the year end the Group closed and disposed of a further 3 restaurants taking the total operated today to 29 (being 26 Wildwood and 3 dim t restaurants).

The Group continues to review menu offerings, including the various set menus that enhance value for money for specific dayparts. Additionally, marketing resources have been invested in utilising the Group's CRM systems to better target offers and experiences.

The Group has changed the allocations to Cost of Sales, Gross Profit and Operating Expenses as part of the year end process in order to give more transparency and consistency to other measures in the income statement. Gross Profit now represents Revenue less Cost of Sales which consists of food and drink costs, packaging costs, restaurant labour costs and processing costs. Other restaurant-based costs including restaurant depreciation charges which were previously included in Cost of Sales are now in Operating Expenses. These changes have resulted in a reclassification of prior year comparative figures, shown in the income statement as restated.

Gross profits were down by 22.2% to £9.3m (2024: £12.0m). Other than the impact of the decline in revenues, the Group has experienced significant food inflation and, since April 2025, the widely reported National Minimum Wage increase, 1.2% increase in employer's National Insurance Contribution ("ErNIC") and the reduction in the ErNIC threshold from £9,100 to £5,000 which affected all our employees. The Group managed these direct cost pressures through various revised menu offerings and continued drive on labour efficiency.

The business remains focused on fostering the right environment to attract and retain top talent. Training and development for both our kitchen and front-of-house teams are central to our people strategy.

The increases in the National Minimum Wage and implementation of the Employment Rights Act in April 2026 will again lead to higher labour costs that cannot be fully absorbed. The business will look to mitigate the cash impact of these additional costs by menu price increases. The Group remains committed to improving labour efficiency by optimising sales during different trading dayparts and investing in technology to improve forecasting and scheduling and, wherever possible, simplifying the menu.

The Group has reduced its fixed costs base (operating expenses before highlighted items) by 18.7% to £10.0m (2024: £12.3m) through the reduction of restaurants operated by the Group and trimming central costs of the businesses.

Adjusted EBITDA before highlighted items was £2.1m (2024: £3.6m). The Adjusted Headline EBITDA loss before highlighted items and IFRS 16 adjustments was £1.4m (2024: £0.3m). Operating loss before highlighted items was £0.5m (2024: profit of £0.4m).

During the financial year, the Board has reviewed the impairment provision across the Right of Use assets and property, plant and equipment making a net impairment of £7.3m (2024: £1.9m).

After considering all of the non-trade adjustments, the Group reports a loss after tax for the period of £9.3m (2024: £16.0m profit after tax) which includes £0.05m loss on lease modification (2024: £18.6m gain on lease modification and disposal of lease liabilities due to the closure of restaurants), impairment of £7.3m (2024: £1.9m).  See Note 5 of the financial statements for the breakdown of highlighted Items.

Cashflows

Net cash inflow for the period before financing was £1.4m (2024: £1.9m) and is driven by a net cash inflow from operating activities of £1.5m (2024: £1.9m).

On 4 September 2025, the Group successfully completed a placing and retail offer raising £9.7m, net of expenses, providing funds to invest in the current estate, technology improvements and acquire restaurant businesses.

During the year, the Group invested £0.3m (2024: £0.3m) in property, plant and equipment. The Board expects to invest in various refurbishment projects across the estate during FY2026.

The investment in technology and operations has commenced, initially led by the EPOS upgrade project. This has been delayed as the original product chosen in early 2025 did not meet the operational scope required. The Group expects to upgrade its EPOS system during FY2026.

As at 28 December 2025, the Group had no outstanding bank loans (2024: £nil). Net cash (excluding property lease liabilities) or cash at bank at the end of the year was £11.1m (2024: £3.3m).

As at 13 April 2026 net cash (excluding property lease liabilities) was £9.0m.

Restructuring Plan

During the year, the Group continued to experience disruption as a direct consequence of the restructuring plan launched in April 2024 (the "Restructuring Plan"). Three restaurants closed in the first quarter of the financial year ended 28 December 2025 as part of the Restructuring Plan and a further restaurant closed and was sold in the financial year to an independent operator with all staff transferred. Payments due under the Restructuring Plan in March 2025 and June 2025 were made in accordance with the plan sanctioned by the High Court in 4 June 2024. The Restructuring Plan therefore completed on 27 July 2025.

 

Principal risks and uncertainties

The Directors consider the following to be the principal risk faced by the Group:

Risks and uncertainties	Mitigation
Inflation The impact of inflation on cost increases across food, drink and utilities can be significant.	The Group undertakes alternative supplier selection through tendering processes, securing longer term contracts to fix pricing or purchasing negotiations taking into account benefits of volume growth opportunities.   Utilities contracts have been fixed for the majority of the Group's restaurants until September 2026.
Competition The Group operates in a competitive and fragmented market which regularly see new concepts come to the market.	Under the new plan instigated in September 2025, the Group is investing in and renewing the Group's restaurants and strengthening the offering.   As part of the wider growth strategy, the Group is looking to acquire some of the successful new entrants.
Economic Environment Economic downturn, that can arise from various factors including geo-political impacts, can change consumer spending behaviours.	The Group is moving towards a more nimble menu management process in order to adapt more quickly to cost fluctuations, consumer spending and the ability to offer greater value for money.   The Group has processes in place to monitor customer feedback and are investing in additional software to allow improved analysis of customer behaviours to better identify trends within the business.
Landlords The Group operates 3 restaurants that are either on very short-term leases or tenancies at will. These restaurants may individually be at risk from closure if negotiations are not successful	The Group is negotiating with the landlords on the relevant sites.
People Loss of key staff and inability to hire the right people in a competitive labour market.	The Group has continued to focus on selection, induction, training and retention of our employees. The Group has made significant improvements in its selection process, onboarding training programmes and career development plans. As a consequence staff retention (outside of the necessary redundancies made as a result of the Restructuring Plan) is the highest since pre-Covid.   New share-based incentive plans were launched in December 2025 and issued to over 100 key staff to incentivise them and align objectives with shareholders.   The Group is investing in its people team's resources and systems in the coming year.
Supply Chain A major failure of a key supplier or distributor could cause significant business interruption.	The Group has a robust supplier selection process in place and, where possible, an appropriate back-up supplier.   The Group is working on simplifying its supply chain and reducing the number of deliveries that the restaurants rely on.
Regulatory compliance The UK Government has increased and continued to increase the number of areas requiring additional regulatory compliance including GDPR, ESOS and others. This may increase the Group's expenditure to ensure compliance and the Group may experience a failure to comply thus leading to significant fines.	The Group reviews regulatory changes on a regular basis. An action plan has been produced to address any areas that may require processes to be strengthened or updated over the coming months.   The Group is in the process of appointing a third-party Data Protection Officer.
Food standards and safety Failing to meet safety standards, including allergens disclosure.	The Group engages in regular internal and external compliance audits to ensure all sites are complying with regulations. Job-specific training that covers relevant regulations is provided to all staff on induction and whenever else necessary.   The Group regularly reviews the latest Government guidelines and best practice regarding allergens. Each restaurant is provided with digital access to detailed allergen information for all food and drink served and all staff undertake allergen training across all businesses.
Cyber security The Group has been operating an online "click and collect" service, gift card service and various customer relationship management tools that rely on online systems that may experience cyber security failure leading to loss of revenue or reputation loss.	The Group utilises robust supplier selection processes and third party reviews and testing on a regular basis to identify weaknesses and improve existing protection and processes.

 

Risks are formally reviewed by the Board regularly and appropriate processes are put in place to monitor and mitigate them.

Financial risk management

The Board regularly reviews the financial requirements of the Group and the associated risks. The Group does not use complex financial instruments, and where financial instruments had been used it was for reducing interest rate risk. The Group does not trade in financial instruments. Group operations are primarily financed from equity funds raised, bank borrowings and retained earnings. In addition to the financial instruments described above, the Group also has other financial instruments such as trade receivables, trade payables, accruals that arise directly from the Group's operations and property leases. Further information is provided in note 26 to the financial statements.

Key performance indicators

The Board receives a range of management information delivered in a timely fashion. The principal measures of process, both financial and non-financial, that are reviewed on a regular basis to monitor the development of the Company and the Group are shown in the table at the beginning of this section.

On behalf of the Board.

NCW Wong
Chief Financial Officer

14 April 2026

Consolidated statement of comprehensive income
for the year ended 28 December 2025

 

					Note		52 weeks  ended  28 December  2025			52 weeks  ended  29 December  2024
							£'000			Restated  £'000
			Revenue		3		31,338			36,615
			Cost of sales				(22,044)			(24,655)
			Gross profit				9,294			11,960
			Other income		3		165			3,209
			Operating expenses				(17,585)			2,161
			Operating (loss)/profit before highlighted items				(518)			401
			Highlighted items		5		(7,608)			16,929
			Operating (loss)/profit		4		(8,126)			17,330
			Finance income		6		121			122
			Finance expense		6		(1,330)			(1,405)
			(Loss)/profit before income tax				(9,335)			16,047
			Income tax		9		-			-
			(Loss)/profit and total comprehensive (loss)/profit for the period				(9,335)			16,047
				(Loss)/earnings per share for loss attributable to the ordinary equity holders of the Company ​​
				Basic earnings per share	10			(1.11)p		9.57p
				Diluted earnings per share	10			(1.11)p		8.75p

 

Consolidated statement of changes in equity
for the year ended 28 December 2025

 

		Share  capital	Share  premium	Merger  reserve	Retained  earnings	Total
		£'000	£'000	£'000	£'000	£'000
	Balance at 31 December 2023	6,061	24,254	992	(47,817)	(16,510)
	Issue of ordinary shares	51	699	-	-	750
	Total comprehensive loss for the period	-	-	-	16,047	16,047
	Transactions with owners in their capacity as owners:
	Share based payments	-	-	-	25	25
	Balance at 29 December 2024	6,112	24,953	992	(31,745)	312
	Issue of ordinary shares	2,069	8,248	-	-	10,317
	Cost of placing of ordinary shares	-	(574)	-	-	(574)
	Total comprehensive profit for the period	-	-	-	(9,335)	(9,335)
	Transactions with owners in their capacity as owners:
	Share based payments	-	-	-	(125)	(125)
	Balance at 28 December 2025	8,181	32,627	992	(41,205)	595

 

Company statement of changes in equity
for the year ended 28 December 2025

 

		Share  capital	Share  premium	Retained  profit	Total
		£'000	£'000	£'000	£'000
	Balance at 31 December 2023	6,061	24,254	(24,926)	5,389
	Issue of ordinary shares	51	699	-	750
	Total comprehensive loss for the period	-	-	466	466
	Transactions with owners in their capacity as owners:
	Share based payments	-	-	25	25
	Balance at 29 December 2024	6,112	24,953	(24,435)	6,630
	Issue of ordinary shares	2,069	8,248	-	10,317
	Cost of placing of ordinary shares	-	(574)	-	(574)
	Total comprehensive profit for the period	-	-	(7,532)	(7,532)
	Transactions with owners in their capacity as owners:
	Share based payments	-	-	(125)	(125)
	Balance at 28 December 2025	8,181	32,627	(32,092)	8,716

Consolidated and Company balance sheets
At 28 December 2025

			28 December 2025	Group 29 December 2024	28 December 2025	Company 29 December 2024
		Note	£'000	£'000	£'000	£'000
	Non-current assets
	Intangible assets	12	27	28	2	-
	Property, plant and equipment	13	7,173	10,643	-	-
	Right-of-use assets	13	14,196	20,715	-	-
	Investments	15	-	-	200	3,428
	Trade and other receivables	17	15	15	-	3,202
			21,411	31,401	202	6,630
	Current assets
	Inventories	16	1,206	1,293	-	-
	Trade and other receivables	17	1,143	3,503	32	-
	Cash and cash equivalents		11,055	3,301	8,555	-
			13,404	8,097	8,587	-
	Assets Held for sale	13	12	113	-	-
	Total assets		34,827	39,611	8,789	6,630
	Current liabilities
	Trade and other payables	18	(6,968)	(9,978)	(73)	-
	Lease liabilities	14	(1,626)	(1,407)	-	-
			(8,594)	(11,385)	(73)	-
	Non-current liabilities
	Provisions	19	(292)	(342)	-	-
	Lease liabilities	14	(25,331)	(27,500)	-	-
	Other Payables	18	(15)	(72)	-	-
			(25,638)	(27,914)	-	-
	Total liabilities		(34,232)	(39,299)	(73)	-
	Net assets		595	312	8,716	6,630
	Equity
	Share capital	22	8,181	6,112	8,181	6,112
	Share premium	23	32,627	24,953	32,627	24,953
	Merger reserve	23	992	992	-	-
	Retained deficit	23	(41,205)	(31,745)	(32,092)	(24,435)
	Total equity		595	312	8,716	6,630

 

As permitted by section 408(3) of the Companies Act 2006, the income statement of the Company is not presented. The Company's loss after tax was £7,532,000 (2024: profit after tax £466,000) for the period. The Company has not recognised leases under IFRS 16 in its balance sheet as management have concluded that the substance of the leases is held by and recognised in the subsidiary, Took Us A Long Time Ltd. The financial statements on pages 45 to 86 were approved by the Board of Directors of the Company and authorised for issue on 14 April 2026 and signed on their behalf by

DJ Plaut

Chief Executive Officer

14 April 2026

                                                                                Company registration number: 5826464

Consolidated and Company statement of cash flows
For the year ended 28 December 2025

 

				Group		Company
		Note	52 weeks ended 28 December 2025	52 weeks ended 29 December 2024	52 weeks ended 28 December 2025	52 weeks ended 29 December 2024
			£'000	£'000	£'000	£'000
	Operating activities
	Net cash inflow/(outflow) from operating activities	28	1,527	1,935	(160)	(750)
	Investing activities
	Proceeds from sale of property, plant and equipment		119	161	-	-
	Purchase of intangible assets	12	(2)	-	(2)	-
	Purchase of property, plant and equipment	13	(334)	(288)	-	-
	Purchase of investments		-	-	(200)	-
	Loans to subsidiary undertakings		-	-	(826)	-
	Interest received		121	122	-	-
	Net cash outflow from investing activities		(96)	(5)	(1,028)	-
	Net cash inflow/(outflow) before financing activities		1,431	1,930	(1,188)	(750)
	Financing activities
	Net proceeds from issues of ordinary shares		9,743	750	9,743	750
	Finance expense	6	-	(29)	-	-
	Finance expense on lease liabilities		(1,330)	(1,376)	-	-
	Principal paid on lease liabilities	29	(2,090)	(2,151)	-	-
	Net cash used in financing activities		6,323	(2,806)	9,743	750
	Net increase/ (decrease) in cash and cash equivalents		7,754	(876)	8,555	-
	Cash and cash equivalents brought forward		3,301	4,177	-	-
	Cash and cash equivalents as at the end of the period		11,055	3,301	8,555	-

 

Notes to the Financial Statements
for the year ended 28 December 2025

1 Accounting policies

Bow Street Group plc (formerly Tasty plc) is a publicly listed company incorporated and domiciled in England and Wales. The Company's ordinary shares are quoted on AIM. The Company's registered address is 32 Charlotte Street, London, WC1T 2NQ. The Group's principal activity is the operation of restaurants.

(a)  Statement of compliance

These financial statements of the Group and Company have been prepared in accordance with International Financial Reporting Standards, International Accounting Standards and Interpretations (collectively IFRS) issued by the International Accounting Standards Board (IASB) as adopted by the United Kingdom ("adopted IFRSs"). These financial statements have also been prepared in accordance with those parts of the Companies Act 2006 that are relevant to companies that prepare their financial statements in accordance with IFRS.

 

(b)  Basis of preparation

The financial statements cover the 52-week period ended 28 December 2025, with a comparative period of the 52-week period ended 29 December 2024. The financial statements are presented in sterling, rounded to the nearest thousand and are prepared on the historical cost basis. The accounting policies of the Company are consistent with the policies adopted by the Group.

 

The parent company has not presented its own income statement, statement of total comprehensive income and related notes as permitted by section 408 of the Companies Act 2006.

 

The Group has changed its allocation of expenses between Cost of Sales and Operating Expenses for the year ended 28 December 2025. This has necessitated a corresponding restatement of prior year comparatives in the Consolidated Statement of Comprehensive Income, with no net impact on reported profit for the prior year.

 

(c)   Going concern

The consolidated financial statements have been prepared on a going concern basis. Given the risk analysis set out in the Strategic Report on pages 5 to 12 and after reviewing the Group's balance sheet position as at 28 December 2025, the forecasts for the next financial year, other longer term plans, the September 2025 equity fund raise and Group's financial resources including the availability of further equity issues and putting in place a moderate level of long term bank facilities and operational cash flow where cash from revenues are received within 3 days, the Board has a reasonable expectation that the Group has adequate resources to continue in operational existence for the foreseeable future. Therefore, the Board is satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

 

(d)  Leases

The Group's accounting policies for leases are as follows:

 

Lessee accounting

IFRS 16 distinguishes between leases and service contracts on the basis of whether the use of an identified asset is controlled by the customer. Control is considered to exist if the customer has:

•     The right to obtain substantially all of the economic benefits from the use of an identified asset; and

•     The right to direct the use of that asset in exchange for consideration.

 

All leases are accounted for by recognising a right-of-use asset and a lease liability except for:

•     Leases of low value assets, and

•     Leases with a duration of 12 months or less.

 

Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. Right-of-use assets are amortised on a straight-line basis over the remaining term of the lease.

The Group's leases are held across Bow Street Group plc or Took Us Long Time Ltd ("TUALTL").  In determining where the assets and liabilities should be accounted for, we have reviewed which entity derives the benefit and rights to use the asset.  In assessing this we have reviewed where the trade occurs, where staff are employed and where day to day activity is managed from.  We have concluded that the substance of the lease is that it is held by TUALTL and accordingly recognised the lease liabilities within the TUALTL company financial statements.

 

The lease liabilities recognised in TUALTL but in the name of Bow Street Group plc totalled £22.5m at 28 December 2025 (29 December 2024: £24.0m).  Accordingly, this balance represents a contingent liability for the Company only.

Lessor accounting

Under IFRS 16, a lessor continues to classify leases as either finance leases or operating leases and account for those two types of leases differently.

Based on an analysis of the Group's operating leases as at 28 December 2025 on the basis of the facts and circumstances that exist at that date, the Directors of the Group have assessed that the impact of this change has not had any impact on the amounts recognised in the Group's consolidated financial statements.

Short-term leases and leases of low-value assets

The Group has elected not to recognise right-of-use assets and lease liabilities for short-term leases that have a lease term of 12 months or less and leases of low value assets. The Group recognises these payments as an expense on a straight-line basis over the lease term. Currently the Group has no low value assets or short-term leases.

 

Covid-19 related rent concessions

 

IFRS 16 defines a lease modification as a change in the scope of a lease, or the consideration for a lease, that was not part of the original terms and conditions of the lease. The Group has considered the Covid-19 related rent concessions and applied the lease modifications accounting.

 

(e)  Changes in accounting policies and disclosures

 

New standards, amendments to standards or interpretations adopted by the Group

Amendments to accounting standards applied in the 52 weeks ended 28 December 2025 were as follows:

•     IAS 21: Lack of Exchangeability

The application of these did not have a material impact on the Group's accounting treatment and has therefore not resulted in any material changes.

New standards, amendments to standards or interpretations not yet adopted by the Group

The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial years beginning on or after 1 January 2026. No standards have been early adopted by the Group.

·  IFRS 9 and IFRS 7 amendments - Classification and measurement of financial instruments.

·    Annual improvements to IFRS Accounting Standards - Volume 11

·    IFRS 9 and IFRS 7 amendments - Contracts referencing nature dependent electricity

The following new standards, amendments to standards or interpretations are mandatory for the first time for the financial years beginning on or after 1 January 2027. No standards have been early adopted by the Group.

·    IFRS 18 - Presentation and disclosure in financial statements

·    IFRS 19 - Subsidiaries without public accountability: disclosures

We are currently assessing the impact of these new accounting standards and amendments. The amendments are not expected to have any significant impact on the Group.

 

(f)   Basis of consolidation

The consolidated financial statements consolidate the results of the Company and its subsidiary undertakings, Took Us A Long Time Limited and The Ventnor Bay Company Limited. The accounting periods of the subsidiary undertakings are coterminous with that of the Company.

 

The accounting policies of the subsidiary are consistent with those of the Group. Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated.

(g)  Revenue

The Group's revenue is derived from goods and services provided to the customers from dine-in, delivery and takeaway. Revenue is recognised at the point in time when control of the goods has transferred or service provided to the customer. Control passes to the customers at the point at which food and drinks are provided and the Group has a present right for payment.

 

(h)  Other income

Included in Other income is rental income from operating leases.  Rental income is recognised in the period to which it relates and rent-free periods would be spread over the terms of the lease. The cost of these leases is included within the cost of sales. The Group has recognised the insurance settlement, Apprenticeship Government funding and lease compensation in Other income.

 

(i)   Retirement benefits: Defined contribution schemes

Contributions to defined contribution pension schemes are charged to the consolidated income statement in the period to which they relate.

 

(j)   Share based payments

Certain employees (including Directors and senior executives) of the Group receive remuneration in the form of share-based payment transactions, whereby employees render services as consideration for equity instruments (e.g. options, shares etc).

 

The cost of this is measured by reference to the fair value at the date on which they are granted. The fair value is determined by using an appropriate pricing model (e.g. Black-Scholes, binomial or Monte Carlo model).

 

The cost of equity-settled transactions is recognised, together with a corresponding increase in equity, over the period in which the performance and/or service conditions are fulfilled, ending on the date on which the relevant employees become fully entitled to the award (the vesting date). The cumulative expense recognised for equity-settled transactions at each reporting date until the vesting date reflects the extent to which the vesting period has expired and the Group's best estimate of the number of equity instruments that will ultimately vest. The profit or loss charge or credit for a period represents the movement in cumulative expense recognised as at the beginning and end of that period.

No expense is recognised for awards that do not ultimately vest, except for awards where vesting is conditional upon a market condition, which are treated as vesting irrespective of whether or not the market condition is satisfied, provided that all other performance and/or service conditions are satisfied. The dilutive effect of outstanding options is reflected as additional share dilution in the computation of earnings per share.

 

(k)  Borrowing costs

Borrowing costs, principally interest charges, are recognised in the income statement in the period in which they are incurred.  Borrowings are recognised initially at fair value, net of transaction costs incurred. Borrowings are subsequently carried at amortised cost; any difference between the proceeds (net of transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings using the effective interest method.

 

Fees paid on the establishment of loan facilities are recognised as transaction costs of the loan to the extent that it is probable that some or all of the facility will be drawn down. This is also applicable to fees for amendments to the loan facilities. In this case, the fee is deferred until the drawdown occurs. To the extent there is no evidence that it is probable that some or all of the facility will be drawn down, the fee is capitalised as a pre-payment for liquidity services and amortised over the period of the facility to which it relates.

 

(l)   Externally acquired intangible assets

Externally acquired intangible assets are initially recognised at cost and subsequently amortised on a straight-line basis over their useful economic lives. The amortisation expense is included within the cost of sales line in the consolidated income statement.

The significant intangibles recognised by the Group and their useful economic lives are as follows:

 

	Intangible asset	Useful economic life
	Trademarks	10 years

 

(m) Property, plant and equipment

Items of property, plant and equipment are stated at cost less accumulated depreciation (see below) and impairment losses.

Depreciation is provided to write off the cost or valuation, less estimated residual values, of all fixed assets, evenly over their expected useful lives and it is calculated at the following rates:

 

	Leasehold improvements	over the period of the lease
	Fixtures, fittings and equipment	10% per annum straight line
	Computers	20%-33% per annum straight line
	Electric Vehicle	20% per annum straight line
	Right-of-use assets	over the period of the lease

 

Property, plant and equipment are reviewed for impairment in accordance with IAS 36 Impairment of Assets, when there are indications that the carrying value may not be recoverable. Impairment charges are recognised in the statement of comprehensive income. See note 2(d) for further details.

 

(n)  Non-current assets held for sale

Non-current assets are classified as held for sale when the Board plans to sell the assets and no significant changes to this plan are expected. The assets must be available for immediate sale, an active programme to find a buyer must be underway and be expected to be concluded within 12 months with the asset being marketed at a reasonable price in relation to the fair value of the asset.

 

Non-current assets classified as held for sale are measured at the lower of their carrying amount immediately prior to being classified as held for sale and fair value less costs of disposal. Following their classification as held for sale, non-current assets are not depreciated.

 

(o)  Provisions

The Group has recognised provision for dilapidations for a number of sites, where the need to carry out the work has been identified but a full survey and commission has not been undertaken and therefore management has applied their judgment in determining the provision.

 

(p)  Loans and receivables

The Group's loans and receivables comprise trade and other receivables and cash and cash equivalents in the balance sheet. The Company's loans and receivables comprise only inter-Company receivables. Cash and cash equivalents include cash in hand and deposits held with banks.  They are initially recognised at fair value plus transaction costs that are directly attributable to their acquisition or issue and are subsequently carried at amortised cost using the effective interest rate method, less provision for impairment. 

Impairment provisions for trade receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the trade receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the trade receivables. For trade receivables, which are reported net, such provisions are recorded in a separate provision account with the loss being recognised in the consolidated statement of comprehensive income. On confirmation that the trade receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision.

 

Impairment provisions for receivables from the company's subsidiary recognised based on a forward-looking expected credit loss model which uses the forecast results of the subsidiary as a key input. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, twelve month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised.

 

(q)  Apprenticeship funding and levy

The payments made under the levy represent a prepayment for training services expected to be received and is recognised as an asset until the receipt of the service. When the training service is received, an appropriate expense is recognised. The apprenticeship grant income is deferred until apprentices receive training under the rule of the scheme and we are satisfied that we have fully complied with the scheme. In the period to 29 December 2024, the Group has recognised the apprenticeship funding as Other Income. This is due to the apprenticeship programme's conclusion in early 2024 and the expiration of the inspection window.

 

(r)   Financial liabilities

Financial liabilities include trade payables, and other short-term monetary liabilities, which are initially recognised at fair value and subsequently carried at amortised cost.

 

Bank borrowings were initially recognised at fair value and subsequently measured at amortised cost using the effective interest method. Interest expense includes initial transaction costs and any premium payable on redemption as well as any interest payable while the liability is outstanding.

 

(s)   Inventories

Raw materials and consumables

Inventories are stated at the lower of cost and net realisable value. Cost comprises costs of purchase and other costs incurred in bringing the inventories to their present location and condition. Net realisable value is based on estimated selling price less costs incurred up to the point of sale.

 

Crockery and utensils (Smallwares)

Smallware inventories are held at cost which is determined by reference to the quantity in issue to each restaurant. Smallware inventory relates to small value items which have short life spans relating to kitchen and bar equipment. These items are recorded under inventory as they are utilised in providing food and beverage to customers.

 

(t)   Taxation

Tax on the profit and loss for the year comprises current and deferred tax. Tax is recognised in the profit and loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years.

 

Deferred tax assets and liabilities are recognised where the carrying amount of an asset or liability in the balance sheet differs from its tax base, except for differences arising on:

 

·    The initial recognition of goodwill

·    The initial recognition of an asset or liability in a transaction which is not a business combination and at the time of the transaction affects neither accounting or taxable profit.

Recognition of deferred tax assets is restricted to those instances where it is probable that taxable profit will be available against which the difference can be utilised.

Deferred tax is provided using the balance sheet liability method, providing for all temporary differences between the carrying amounts of assets and liabilities recorded for reporting purposes and the amounts used for tax purposes.

The amount of the asset or liability is determined using tax rates that have been enacted or substantively enacted by the reporting date and are expected to apply when the deferred tax liabilities or assets are settled or recovered. Deferred tax balances are not discounted.

 

(u)  Investments

Investments in subsidiaries are included in the Company's Statement of Financial Position at cost less provision for impairment.

 

(v)  Share capital

The Company's ordinary shares are classified as equity instruments.

 

(w) Operating profit

Operating profit is stated after all expenses, but before financial income or expenses. Highlighted items are items of income or expense which because of their nature and the events giving rise to them, are not directly related to the delivery of the Group's restaurant service to its patrons and merit separate presentation to allow shareholders to understand better the elements of financial performance in the year, so as to facilitate comparison with prior periods and to assess better trends in financial performance.

 

(x)  Earnings per share

Basic earnings per share values are calculated by dividing net profit/(loss) for the year attributable to ordinary equity holders of the parent by the weighted average number of ordinary shares outstanding during the year.

 

2      Critical accounting estimates and judgements

The preparation of the Group's financial statements requires management to make certain estimates, judgements and assumptions that affect the reported amount of assets and liabilities, and the disclosure of contingent liabilities at the statement of financial position date and amounts reported for revenues and expenses during the year.

However, uncertainty about these assumptions and estimates could result in outcomes that could require a material adjustment to the carrying amount of the assets or liability affected in the future.  Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial period are discussed below.

(a) Share based payments (Note 25)

The Group operates equity share-based remuneration schemes for employees. Employee services received and the corresponding increase in equity are measured by reference to the fair value of the equity instruments at the date of grant, excluding the impact of any non-market vesting conditions. The fair value of share options is estimated by using valuation models, such as Black-Scholes, binomial or the Monte Carlo model on the date of grant based on certain assumptions. Those judgements, estimates and assumptions are described in Note 25 and include, among others, the dividend growth rate, expected volatility, expected life of the options (for options with market conditions) and number of options expected to vest.

 

(b)  Accruals (Note 18)

In order to provide for all valid liabilities which exist at the balance sheet date, the Group is required to accrue for certain costs or expenses which have not been invoiced and therefore the amount of which cannot be known with certainty. Such accruals are based on management's best estimate and past experience.     Delayed billing in some significant expense categories such as utility costs can lead to sizeable levels of accruals. The total value of accruals as at the balance sheet date is set out in note 18.

 

(c)   Impairment reviews (Note 13)

In performing an impairment review in accordance with IAS 36 it has been necessary to make estimates and judgements regarding the future performance and cash flows generated by individual trading units which cannot be known with certainty. The Group views each restaurant as a separate cash generating unit ("CGU"). Where the circumstances surrounding a particular trading unit have changed then forecasting future performance becomes extremely judgemental and for these reasons the actual impairment required in the future may differ from the charge made in the financial statements. When assessing a CGU recoverable amount, the value in use calculation uses a discounted cash flow model which is sensitive to the discount rate and the growth rate used after taking into account potential sale value. The fair values were calculated based on cash flows discounted using a current lending rate. They are classified as level 3 fair values in the fair value hierarchy due to the inclusion of unobservable inputs.  The cashflow projections are influenced by factors which are inherently uncertain to forecast such as footfall and inflation and non-controllable costs such as rates and license costs.

 

All assets (ROU and  fixed assets) are reviewed for impairment in accordance with IAS 36 Impairment of Assets, when there are indications that the carrying value may not be recoverable. Impairment charges are recognised in the statement of comprehensive income.

 

All assets are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the recoverable amount is higher than the carrying amount of the CGU, no further assessment is required.  Where the carrying value of an asset or a CGU exceeds its recoverable amount (i.e. the higher of value in use and fair value less costs to dispose of the asset), the asset is written down accordingly.  In the absence of any information about the fair value of a CGU, the recoverable amount is deemed to be its value in use. Value in use is calculated using cash flows over the remaining life of the lease for the CGU discounted at 8.75% (2024: 9.25%), being the rate considered to reflect the risks associated with the CGUs. The discount rate is based on the Group's weighted average cost of capital ("WACC") and an allowance for risk which is used across all CGUs due to their similar characteristics.  The discount rate in 2025 has decreased in line with the Bank of England base rate.  The lease length used in the value in use calculations is management's best estimate of the expected life at the impairment review date.

 

The cost-of-living crisis has resulted in increased uncertainty in the performance across CGUs over the short-term future and the cashflow over the next 12 months may not always be indicative of the future cashflows.  Historically a combination of past performance and future trading forecast is often used as a guide in estimating future cashflow, or comparison with similar sites.  In assessing the current impairment provision there has been a greater reliance on longer term future forecasts as short-term forecasts are impacted by the "cost of living crisis" and inflation. The cashflow of each CGU has been determined based on management's judgement of performance, impact of the utility costs and expected recovery in future years and therefore each CGU's cashflow has been selected based on an individual criterion. Management's judgement has been applied in selecting this criterion due to the uncertainty arising from amongst other conditions, cost of living increases and utility cost pressures and therefore a 0.5% growth rate (2024: 0.5%) has been applied. Included within the cashflow is management's estimate of the capital expenditure required to maintain performance of the sites in the future years. The carrying amount of Fixed Assets and ROU assets and the sensitivity of the carrying amounts to the assumptions and estimates are outlined in Note 13.

(d)  Intercompany provision (Note 17)

In carrying out a review of intercompany loan in accordance with IFRS 9 it has been necessary to make estimates and judgements regarding the repayment of the loan by its subsidiary to the Company.   A sensitivity analysis has been performed on the repayment of loan value.

 

(e)  Crockery and utensils (Smallwares) inventory

The cost of replenishing smallwares is expensed directly through the income statement. Smallwares is recognised at historic cost and tested for impairment on an annual basis.

 

(f)   Lease liabilities (Note 1(d))

The calculation of lease liabilities requires the Group to determine an incremental borrowing rate ("IBR") to discount future minimum lease payments. The IBR is the rate of interest that the Group would have to pay to borrow over a similar term, and with a similar security, the funds necessary to obtain an asset of a similar value to the right-of-use asset in a similar economic environment. The IBR rate of 4.5% therefore reflects what the Group 'would have to pay', which requires estimation when no observable rates are available or when they need to be adjusted to reflect the terms and conditions of the lease. As at 28 December 2025, a sensitivity analysis has been conducted on the lease liabilities which shows that increasing the IBR rate by 1% will decrease the lease liability by £1.3m and decrease the right-of-use asset pre-impairment by £1.7m.

 

(g)  Provision

A dilapidation provision is made for a number of sites, where the need to carry out the work has been identified but a full survey and commission has not been undertaken and therefore management has applied their judgment in determining the provision.  In arriving at the dilapidation provision for these sites management have reviewed the leases and have used their judgement and experience gained from years of working in hospitality and property industry.

(h)  Lease recognition

The Group's leases are held across the Company or TUALTL.  In determining where the assets and liabilities should be accounted for, we have reviewed which entity derives the benefit and rights to use the asset.  In assessing this we have reviewed where the trade occurs, where staff are employed and where day to day activity is managed from.  We have adjudged that the substance of the lease is that it is held by TUALTL and accordingly recognised the lease liabilities within the TUALTL entity accounts.

 

3      Revenue, other income and segmental analysis

The Group's activities, comprehensive income, assets and liabilities are wholly attributable to one operating segment (operating restaurants) and arises solely in the one geographical segment (United Kingdom) that the Group is located and operates in. All the Group's revenue is recognised at a point in time being when control of the goods has transferred to the customer.

An analysis of the Group's total revenue is as follows:

			52 weeks ended 28 December 2025	52 weeks ended 29 December  2024
			£'000	£'000
Sale of goods and services: dine-in			28,089	33,241
Sale of goods and services: delivery and takeaway			3,249	3,374
			31,338	36,615

 

An analysis of the Group's other income is as follows:

			52 weeks ended  28 December  2025	52 weeks ended  29 December  2024
			£'000	£'000
Sub-let site rental income			54	106
Insurance settlement			-	2,500
Apprenticeship Government funding			-	198
Lease compensation			-	311
Other			111	94
			165	3,209

 

4      Operating (loss)/profit

			52 weeks  ended  28 December   2025	52 weeks   ended  29 December   2024
			£'000	£'000
	Operating (loss)/profit is stated at after charging:
	Staff costs		14,684	16,640
	Share based payments		(125)	25
	Post closure costs		39	222
	Amortisation of intangible assets		3	3
	Depreciation of right-of-use assets		1,634	1,890
	Depreciation property, plant and equipment		948	1,316
	Dilapidations provision charge		(50)	-
	Restructure and consultancy		(133)	1,770
	Impairment of property, plant and equipment		2,395	466
	Impairment of right-of-use assets		4,969	1,450
	Loss on disposal of property, plant and equipment		424	225
	Auditor remuneration:
	Audit fee             - Parent Company		16	15
	- Group financial statements		16	15
	- Subsidiary undertaking		65	65

There were no non-audit services provided by the Group's auditor

5      Highlighted items and alternative measures

Highlighted items charged/(credited) to operating expenses/other income

				52 weeks   ended  28 December  2025		52 weeks   ended / 29 December  2024
				£'000		£'000
	Loss on disposal of property, plant and equipment			(424)		(225)
	Insurance settlement			-		2,500
	Restructure and consultancy			133		(1,770)
	Impairment of property, plant and equipment			(2,395)		(466)
	Impairment of right-of-use assets			(4,969)		(1,450)
	Share based payments			125		(25)
	Post closure costs			(39)		(222)
	(Loss)/gain on lease modifications/disposals			(39)		18,587
				(7,608)		16,929

The above items have been highlighted to give more detail on items that are included in the consolidated statement of comprehensive income and which when adjusted shows a profit or loss that reflects the ongoing trade of the business.

Adjusted EBITDA and adjusted loss after tax

Adjusted EBITDA and Adjusted Headline EBITDA are key measures for the Group as well as industry analysts as they are indicative of ongoing EBITDA generation of the businesses. Adjusted EBITDA is defined as EBITDA before share based payments and pre-opening costs, where EBITDA is defined as operating profit before depreciation and amortisation, amortisation of brand, impairment of property, plant and equipment, impairment of goodwill and intangible assets, impairment and changes in fair value of investments, COVID19 related costs, restructuring costs, costs of reverse acquisition, cost of acquisition and loss on disposal of property, plant and equipment. Adjusted Headline EBITDA is defined as Adjusted EBITDA less rent expense calculated on an accrual basis which excludes the effect of IFRS16.

	52 weeks  ended		52 weeks  ended
	28 December		29 December
	2025		2024
	£'000		£'000
(Loss)/profit for the year	(9,335)		16,047
Highlighted items	7,608		(16,929)
Adjusted Loss after tax	(1,727)		(882)
Income tax	-		-
Finance expense	1,330		1,405
Finance income	(121)		(122)
Operating (loss)/profit before highlighted items	(518)		401
Depreciation of PP&E and amortisation	951		1,319
Depreciation of right-of-use assets	1,634		1,890
Adjusted EBITDA	2,067		3,610
Adjustment for rent expenses	(3,455)		(3,903)
Adjusted Headline EBITDA (pre IFRS16)	(1,388)		(293)

 

Operating expenses

Reconciliation of Operating Expenses to Adjusted Operating Expenses (operating expenses before highlighted items):

	52 weeks  ended		52 weeks  ended
	28 December		29 December
			Restated
	2025		2024
	£'000		£'000
Operating Expenses	(17,585)		2,161
Highlighted items (excluding items in relation to other income)	7,608		(14,429)
Adjusted Operating Expenses	(9,977)		(12,268)

6      Finance income and expense

				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				£'000		£'000
	Interest receivable			121		122
	Finance income			121		122
	Interest payable			-		29
	Finance expense on lease liabilities			1,330		1,376
	Finance expense			1,330		1,405

 

7      Employees

The average monthly number of persons (including Directors) employed by the Group and the Company during the year was:

			Group		Company
		52 weeks ended 28 December 2025	52 weeks ended 29 December 2024	52 weeks ended 28 December 2025	52 weeks ended 29 December 2024
		No.	No.	No.	No.
	Administration and Management	23	24	4	3
	Restaurants	640	783	-	-
		663	807	4	3

 

The staff costs of persons employed by the Group during the year were:

			Group		Company
		52 weeks ended 28 December 2025	52 weeks ended 29 December 2024	52 weeks ended 28 December 2025	52 weeks ended 29 December 2024
	Staff costs (including Directors) consist of:	£'000	£'000	£'000	£'000
	Wages and salaries	13,146	15,147	89	-
	Social security costs	1,349	1,232	14	-
	Other pension costs	189	261	2	-
	Equity settled share-based payment expense	(125)	25	8	-
		14,559	16,665	113	-

Of the total staff costs £13,279,000 (2024: £14,921,000) was classified as cost of sales and £1,280,000 (2024: £1,397,000) as operating expenses (2024: £1,744,000). Redundancy costs of £57,000 (2024: £246,000) have been included as a cost of Restructure and Consultancy in Note 4.

8      Directors' remuneration

The remuneration of Directors, who are the key management personnel of the Group and Company, is set out in aggregate and on a paid basis below. Further details of directors' remuneration can be found in the tables of directors' remuneration report on pages 34 to 36.

			Group		Company
		52 weeks ended 28 December 2025	52 weeks ended 29 December 2024	52 weeks ended 28 December 2025	52 weeks ended 29 December 2024
		£'000	£'000	£'000	£'000
	Salaries, fees and other short term benefits	395	277	89	-
	Social security costs	59	32	14	-
	Defined contribution pension costs	2	-	2	-
	Equity settled share-based payment expense	9	15	8	-
		465	324	113	-

 

Benefits in kind includes private medical insurance for all executive directors and a company car for one executive director.

The highest paid director during the year received £226,000 (2021: £172,000)

9      Income tax expense

				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				£'000		£'000
	UK Corporation tax
	Adjustment in respect to previous years			-		-
	Total current tax			-		-
	Deferred tax
	Origination and reversal of temporary differences			-		-
	Total deferred tax			-		-
	Total income tax credit			-		-

The tax charge for the period is lower than the standard rate of (2024: lower than) corporation tax in the UK. The differences are explained below:

				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				£'000		£'000
	(Loss)/profit before tax			(9,335)		16,047
	Tax on (loss)/profit at the ordinary rate of corporation
	tax in UK of 25% (2024 - 25%)			(2,333)		4,011
	Effects of
	Fixed assets differences			620		141
	Expenses not deductible for tax			8		276
	Income not taxable for tax purposes			(33)		-
	Movement in deferred tax not recognised			1,738		(4,428)
	Total tax charge			-		-

 

Factors affecting future tax charges

There should be no factors affecting future tax charges as the corporation tax rate has remained static at 25% (i.e. has not increased or decreased).

10   Earnings per share

				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				£'000		£'000
	(Loss)/profit for the purposes of basic and diluted earnings per share			(9,335)		16,047
	Adjusted Loss after tax for the purposes of Adjusted basic and diluted earnings per share			(1,727)		(882)
				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				Number '000		Number '000
	Weighted average number of shares for the calculation of basic earnings per share			843,973		167,766
	Effect of dilutive potential ordinary shares:
	Ordinary B shares			-		10,451
	Share options			-		5,105
	Weighted average number of shares for the calculation of diluted earnings per share			843,973		183,323
				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				Pence		Pence
	Basic (loss)/earnings per ordinary share			(1.11)p		9.57p
	Diluted (loss)/earnings per ordinary share			(1.11)p		8.75p

 

	Adjusted Basic (loss)/earnings per ordinary share			(0.20)p		(0.50)p
	Adjusted Diluted (loss)/earnings per ordinary share			(0.20)p		(0.50)p

 

The basic and diluted (loss)/profit per ordinary share figures are calculated by dividing the net (loss)/profit for the period attributable to shareholders by the weighted average number of ordinary shares in issue during the period. The diluted earnings per share figure allows for the dilutive effect of the conversion into ordinary shares of the weighted average number of options outstanding during the period. During a period where the Group makes a loss, accounting standards require that dilutive shares for the Group be excluded in earnings per share calculation because they will reduce the reported loss per share; consequently diluted earnings per share are the same as basic earnings per share for the year ended 28 December 2025.

11   Dividend

No final dividend has been proposed by the Directors (2024: £nil).

12   Intangible assets

	Group			Trademarks	Total
				£'000	£'000
	Cost
	As at 31 December 2023 and 29 December 2024			78	78
	Additions			2	2
	As at 28 December 2025			80	80
	Accumulated amortisation
	As at 31 December 2023			47	47
	Amortisation for the period			3	3
	As at 29 December 2024			50	50
	Amortisation for the period			3	3
	As at 28 December 2025			53	53
	Net book value
	At 28 December 2025			27	27
	At 29 December 2024			28	28

 

	Company			Trademarks	Total
	Cost and net book value			£'000	£'000
	As at 31 December 2023 and 29 December 2024			-	-
	Additions			2	2
	As at 28 December 2025			27	27

 

13   Property, plant and equipment and right-of-use assets

	Group	Leasehold improvements	Furniture and fixtures computer equipment & vehicle	Total fixed assets	Right-of-use assets	Total
		£'000	£'000	£'000	£'000	£'000
	Cost
	At 31 December 2023	37,314	10,964	48,278	55,919	104,197
	Additions	60	228	288	764	1,052
	Lease modifications	-	-	-	24	24
	Disposals	(11,272)	(2,700)	(13,972)	(17,606)	(31,578)
	Reclassified as held for sale	(663)	(81)	(744)	(471)	(1,215)
	At 29 December 2024	25,439	8,411	33,850	38,630	72,480
	Additions	67	267	334	-	334
	Lease modifications	-	-	-	90	90
	Disposals	(2,674)	(1,000)	(3,674)	(2,707)	(6,381)
	Reclassified as held for sale	(919)	(396)	(1,315)	(1,761)	(3,076)
	At 28 December 2025	21,913	7,282	29,195	34,252	63,447
	Accumulated depreciation
	At 31 December 2023	27,058	8,972	36,030	32,630	68,660
	Provided for the period	770	546	1,316	1,890	3,206
	Impairment	253	213	466	1,450	1,916
	Disposals	(11,204)	(2,749)	(13,953)	(17,605)	(31,558)
	Reclassified as held for sale	(613)	(39)	(652)	(450)	(1,102)
	At 29 December 2024	16,264	6,943	23,207	17,915	41,122
	Provided for the period	578	370	948	1,634	2,582
	Impairment	2,208	187	2,395	4,969	7,364
	Disposals	(2,289)	(930)	(3,219)	(2,707)	(5,926)
	Reclassified as held for sale	(919)	(390)	(1,309)	(1,755)	(3,064)
	At 28 December 2025	15,842	6,180	22,022	20,056	42,078
	Net book value
	At 28 December 2025	6,071	1,102	7,173	14,196	21,369
	At 29 December 2024	9,175	1,468	10,643	20,715	31,358

 

During the 52 weeks ended 28 December 2025, the Group recognised an impairment charge of £7,365,000 (2024: £1,916,000) due to impairment of ROU assets £4,969,000 (2024: £1,450,000) and impairment of fixed assets £2,395,000 (2024: £466,000). The impairment movement is due to the reassessment by each individual CGU following a change in performance and/or change in assets.  The impairment calculation is sensitive to changes in the assumptions and estimates used in the underlying forecasts of future performance and cash flows.

 

A 1% decrease in the discount rate would reduce the net impairment charge by £615,000, an increase of 1% would increase the impairment charge by £640,000 and a 1% increase in the growth rate would reduce the impairment charge by £539,000.

 

The total carrying value of the CGUs that have been impaired in the period is £17,858,000 (2024: £19,319,000). These have been impaired to their value in use of £9,984,000 (2024: £16,312,000). The total carrying value of the CGUs that have been released in the period is £3,197,000 (2024: £14,493,000).

 

Assets held for sale accounted for a carrying value of £1,005,000 (2024: £241,000) and impaired to value in use of £12,000 (2024: £113,000).

 

The key judgements and estimates in the inputs in calculating the impairments are outlined in note 2(c).

 

Company
The Company holds no property, plant and equipment.

14   Lease Liabilities

	Group			28 December 2025		29 December 2024
				£'000		£'000
	Current
	Lease liabilities			1,626		1,407
				1,626		1,407
	Non-current
	Lease liabilities			25,331		27,500
				25,331		27,500
				26,957		28,907
	Due within one year			1,626		1,407
	Due two to five years			8,790		11,646
	Due over five years			16,541		15,854
	Total			26,957		28,907

 

Lease liabilities are measured at the present value of the remaining lease payments, discounted using the Group's incremental borrowing rate of 4.5% and the Bank of England ("BoE") base rate at the time of any lease modification or a new lease.  The average rate used for modification in 2025 was 4.96% (2024: 4.89%). The lease liabilities as at 28 December 2025 were £26,957,000 (2024: £28,907,000).

 

The right-of-use assets all relate to property leases. The right-of-use assets as at 28 December 2025 were £14,196,000 (2024: £20,715,000). During the period ended 28 December 2025 the Group made a provision for impairment of the right-of-use assets against a number of sites totalling £4,969,000 (2024: impairment of £1,450,000).

Included in profit and loss for the period is £1,634,000 (2024: £1,890,000) depreciation of right-of-use assets and £1,330,000 (2024: £1,376,000) financial expenses on lease liabilities.

15   Investments

						£'000
	Company
	At 31 December 2023					3,403
	Share based payment in respect of subsidiary					25
	At 29 December 2024					3,428
	Share based payment in respect of subsidiary					(132)
	Investment in Ventnor Bay Company Limited					200
	Impairment of investment in Took Us A Long Time Limited					(3,296)
	At 28 December 2025					200

As at 28 December 2025, the Company had the following subsidiary undertakings which are all registered in England and Wales with registered offices at 32 Charlotte Street, London W1T 2NQ.

 

	Name of subsidiary	Class of Holding	Holding %	Nature of business
	Took Us a Long Time Ltd	Ordinary	100%	Operation of restaurants
	The Ventnor Bay Company Ltd	Ordinary	100%	Dormant
	Ait Group Ltd	Ordinary	100%	Dormant
	Project Verona Ltd*	Ordinary	100%	Dormant

*held direct and indirectly

The Company has guaranteed the liabilities of The Ventnor Bay Company Limited (company number: 15865892) in order that they qualify for the exemption from audit under Section 479A of the Companies Act 2006 in respect of the period ended 28 December 2025.

16   Inventories

				Group		Company
			28 December 2025	29 December 2024	28 December 2025	29 December 2024
			£'000	£'000	£'000	£'000
	Raw materials and consumables		523	517	-	-
	Smallware inventories		683	776	-	-
			1,206	1,293	-	-

In the Directors' opinion there is no material difference between the replacement cost of inventories and the amounts stated above. Raw material and consumable inventory purchased and recognised as an expense in the period was £8.3m (2024: £9.2m).

 

17   Trade and other receivables

			Group		Company
		28 December 2025	29 December 2024	28 December 2025	29 December 2024
		£'000	£'000	£'000	£'000
	Included within non-current assets
	Other receivables	15	15	-	-
	Amounts owed by subsidiary undertakings	-	-	-	3,202
		15	15	-	3,202
	Included within current assets
	Trade receivables	37	26	-	-
	Prepayments and other receivables	1,106	3,477	32	-
		1,143	3,503	32	-
	Total trade and other receivables	1,158	3,518	32	3,202

There has been an increase in the credit risk of this loan since it was advanced due to the deterioration in the market and the resulting impact on the performance of the trading company. The Company has previously made loans to the trading subsidiary of £29.6m (2024: £28.7m).

The Directors of the Company consider this loan to be classed as Level 2 under the General Approach set out in IFRS 9. The Company has made provisions of £29.6m (2024: £25.5m) which represents the lifetime expected credit losses. In assessing the lifetime expected credit losses consideration has been given to a number of factors including internal forecasts of EBITDA, cashflow and the consolidated net asset value of the Group at the balance sheet date.

18   Trade and other payables

			Group		Company
		28 December 2025	29 December 2024	28 December 2025	29 December 2024
		£'000	£'000	£'000	£'000
	Included within current liabilities
	Trade payables	2,694	3,233	64	-
	Taxations and social security	1,283	2,239	-	-
	Accruals and deferred income	2,730	4,125	9	-
	Other payables	261	381	-	-
		6,968	9,978	73	-
	Included within non-current liabilities
	Other payables	15	72	-	-
		15	72	-	-
		6,983	10,050	73	-

Included within group trade payables are £0.2m (2024: £0.2m) due to related parties (note 27).

19   Provisions

			Group		Company
		28 December 2025	29 December 2024	28 December 2025	29 December 2024
		£'000	£'000	£'000	£'000
	At the beginning of the period	342	342	-	-
	Dilapidations provision utilised in the period	(50)	-	-	-
	At the end of the period	292	342	-	-

 

The Group has historically recognised a provision of £0.3m for dilapidations for a number of sites, where the need to carry out restoration work has been identified but a full survey and commission has not been undertaken and therefore management has applied their judgment in determining the provision.

20   Deferred tax

			Group		Company
		28 December 2025	29 December 2024	28 December 2025	29 December 2024
		£'000	£'000	£'000	£'000
	At the beginning of the period	-	-	-	-
	Profit and loss credit/(charge)	-	-	-	-
		-	-	-	-
	Accelerated capital allowances	-	-	-	-
	Tax losses carried forward	-	-	-	-
	At the end of the period	-	-	-	-

 

The Group has losses of £23,902,000 (2024: £16,962,000) which, subject to agreement with HM Revenue & Customs, are available to offset against the respective Group company's future profits. A deferred taxation asset in respect of these losses of £5,944,000 (2024: £4,238,000) has not been recognised in the financial statements. Although the Directors are confident that the Group will achieve future profitability in line with current expectations the timing of such profits is uncertain and therefore the directors have not recognised the deferred tax asset.

The Company has losses of £ 699,000 (2024: £499,000) which, subject to agreement with HM Revenue & Customs, are available to offset against the respective Company's future profits. A deferred taxation asset in respect of these losses of £175,000 (2024: £125,000) has not been recognised in the financial statements. Although the Directors are confident that the Group will achieve future profitability in line with current expectations the timing of such profits is uncertain and therefore the directors have not recognised the deferred tax asset.

21   Share capital

		Number	Number	Number	£'000
		Ordinary	Ordinary B	Deferred
Called up and fully paid:
Ordinary shares of 0.1 pence		146,315,304	-	-	141
Ordinary B shares of 0.00001 pence		-	10,451,094	-	-
Deferred shares of 9.9 pence		-	-	59,795,496	5,920
At 31 December 2023		146,315,304	10,451,094	59,795,496	6,061
Ordinary Shares issued on conversion of loan		51,369,863	-	-	51
At 29 December 2024		197,685,167	10,451,094	59,795,496	6,112
Ordinary Shares Issued		2,063,587,240	-	-	2,069
At 29 December 2025		2,261,272,407	10,451,094	59,795,496	8,181

 

Share capital represents the nominal value of ordinary shares issued.

On April 2024, the Group entered a loan agreement with a secured creditor for £750,000 to fund the implementation of the Restructuring Plan and provide additional working capital. On 26 July 2024, the full principal amount of the loan was converted to 51,369,863 ordinary shares of 0.1p each ("Ordinary Shares").

On 4 September 2025, the Company raised £10.1m, before expenses, from the issue of 2,023,587,240 new Ordinary Shares at 0.5p per share. On the same day, the Company issued a further 40,000,000 Ordinary Shares at the same issue price to acquire the entire issued share capital of The Ventnor Bay Company Limited.

 

22   Reserves

Share premium represents the amounts subscribed for share capital in excess of nominal value less the related costs of share issue.

Retained deficit reserves represent the cumulative profit and loss net of distributions.

The merger reserve arose in 2006 on the acquisition of Took Us A Long Time Limited. In accordance with Companies Act 2006 S.612 'Merger Relief, the company issuing shares as consideration for a business combination, accounted at fair value, is obliged, once the necessary conditions are satisfied, record the excess of the consideration received over the nominal value of the shares issued to the merger reserve.

 

23   Leases

Operating leases where the Group is the lessor

The total future values of minimum operating lease receipts are shown below. The receipts are from sub-tenants on contractual sub-leases.

				28 December 2025		29 December 2024
				£'000		£'000
	Within one year: receipts			24		18
	Within two to five years: receipts			97		96
	Over five years: receipts			90		114
				211		228

 

24   Pensions

The Group made contributions of £2,000 (2024: £nil) to the personal pension plan of the Directors. During the year the Group made contributions to employee pensions of £0.2m (2024: £0.3m). As at 28 December 2025, contributions of £50,000 due in respect of the current reporting period had not yet been paid over to the schemes (2024: £119,000).

25   Share based payments

The Group currently operates a number of equity settled share plans to incentivise its Directors and employees.

The Group operated three share plans during the year:

-      Bow Street Group Company Share Option Plan ("CSOP");

-      Bow Street Group Unapproved Share Option Plan ("Unapproved Plan"); and

-      Bow Street Group B Shares Plan ("B Shares Plan").

 

The charge recognised in the financial statements of the Group for the year ended 28 December 2025 in respect of share-based payments for these share plans was a credit of £125,000 (2024: charge of £25,000). The reason for the credit in the year was due to the cancellation of all historic share options during the year.

Bow Street Group CSOP and Unapproved Plan

The outstanding share options issued under the Bow Street Group CSOP and Unapproved Plan to acquire ordinary shares of 0.1 pence each as at 28 December 2025 are as follows:

				Weighted average exercise price		Number of share options
				(pence)		'000
	At 31 December 2023			1.23		16,536
	Exercised			-		-
	Lapsed			1.22		(980)
	Cancelled			-		-
	Issued			-		-
	At 29 December 2024			1.23		15,556
	Exercised			-		-
	Lapsed			0.2		(10,916)
	Cancelled			3.2		(4,640)
	Issued			0.445		200,160
	At 28 December 2025			0.445		200,160

 

The exercise price of options outstanding at the end of the year was 0.445p (2024: between 0p and 4p) and their weighted average remaining contractual life was 9.9 years (2024: 0.5 years).

Of the total number of options outstanding at the end of the year none have vested and are exercisable (2024: nil). The earliest exercise date is 35 months from 28 December 2025.

The market price of the Company's ordinary shares as at 28 December 2025 was 0.42p (2024: 0.95p) and the range during the financial year was from 0.42p to 1.00p (2024: 0.95p to 2.05p).

During the year ended 28 December 2025, the Company cancelled 4,640,000 existing options over Ordinary Shares.

The fair value of the share options is estimated at the date of grant using a Black Scholes valuation model. The inputs to the Black Scholes model for the 200,160,430 share options granted on 8 December 2025 were as follows:

						Inputs
	Weighted average expected life					3 years
	Weighted average exercise price					0.445p
	Risk free rate					4.53%
	Expected volatility					0.906%
	Expected dividends					-

 

Expected life of share options used in the model is assumed to be 3 years, the same as the vesting period, is based on management's best estimate for the effects of non-transferability, exercise restrictions and behavioural considerations.

Expected volatility was determined by calculating the historical 90 days volatility of the Group's share price over the previous 180 days.

Bow Street Group B Shares Plan

The outstanding B Shares issued under the Bow Street Group B Shares Plan to acquire ordinary shares of 0.1 pence each as at 28 December 2025 are as follows:

				Weighted average exercise price		Number
				(pence)		'000
	At 31 December 2023 and 29 December 2024			0.0		10,451
	Exercised			-		-
	Lapsed			0.0		(10,451)
	Cancelled			-		-
	Issued			-		-
	At 28 December 2025			0.445		-

 

In January 2021 DJ Plaut was awarded 15,676,640 B Shares in Bow Street Group plc (formerly Tasty plc) which could be converted to Ordinary Shares subject to achievement of certain hurdle rates. These B Shares were issued at nominal value of 0.00001 pence. Following achievement of the first hurdle on 27 June 2022, 5,225,546 'B' shares converted to 5,225,546 Ordinary Shares. Following the final hurdle test date, the remaining B Shares lapsed during the year and will be converted to Deferred Shares after the long stop date of January 2026.

 

26   Financial instruments

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note describes the Group's objectives, policies and processes for managing those risks and the methods used to measure them. Further quantitative information in respect of these risks is presented throughout these financial statements.

The Group is exposed through its operations to the following financial risks:

·    Credit risk

·    Interest rate risk

·    Liquidity risk

 
The Group does not have any material exposure to currency risk or other market price risk.

There have been no substantive changes in the Group's exposure to financial instrument risks, its objectives, policies and processes for managing those risks or the methods used to measure them from previous periods unless otherwise stated in this note.

Principal financial instruments

The principal financial instruments used by the Group, from which financial instrument risk arises, are as follows:

·    loans and borrowings

·    trade receivables

·    cash and cash equivalents

·    trade and other payables

 

The Group's financial instruments apart from cash and cash equivalents are measured on an amortised cost basis. Due to the short-term nature of trade receivables and trade/ other payables, the carrying value approximates their fair value.

			Group		Company
	Financial assets	28 December 2025	29 December 2024	28 December 2025	29 December 2024
		£'000	£'000	£'000	£'000
	Cash and cash equivalents	11,055	3,301	-	-
	Trade and other receivables	61	41	-	-
	Loan to subsidiary undertaking	-	-	-	3,202
	Total financial assets	11,116	3,342	-	3,202
	Financial liabilities (amortised cost)
	Trade and other payables	2,969	3,686	-	-
	Finance leases	26,957	28,907	-	-
	Total financial liabilities	29,926	32,593	-	-

 

General objectives, policies and processes

The Board has overall responsibility for the determination of the Group's risk management objectives and policies. 

The overall objective of the Board is to set policies that seek to reduce risk as far as possible without unduly affecting the Group's competitiveness and flexibility. Further details regarding these policies are set out below:

Credit risk

The Group's assets and liabilities are wholly attributable to one operating segment (operating restaurants) and arises solely in one geographical segment (United Kingdom).

Credit risk is the risk of the financial loss to the Group if a customer or a counterparty to a financial instrument fails to meet its contractual obligations. The Group is mainly exposed to credit risk from rebates from suppliers, sub-letting income and trade receivables.

 

Trade and other receivables are disclosed in note 17 and represent the maximum credit exposure for the Group.

The following table sets out the ageing of trade receivables:

			28 December 2025		29 December 2024
Ageing of receivables			£'000		£'000
<30 days			26		20
31-60 days			20		-
61-120 days			-		-
>120 days			1		5
Provision for doubtful debt			-		-
			47		25

 

The Group's principal financial assets are cash and trade receivables. There is minimal credit risk associated with the Group's cash balances. Cash balances are all held with recognised financial institutions. Trade receivables arise in respect of rebates from a major supplier and therefore they are largely offset by trade payables. As such the net amounts receivable form an insignificant part of the Group's business model and therefore the credit risk associated with them is also insignificant to the Group as a whole.  Accordingly, the Company does not consider there to be any risk arising from concentration of receivables due from any counterparty.

The Company's principal financial assets are intercompany receivables. These balances arise due to the funds flow from the listed Company to the trading subsidiary and are repayable on demand. The credit risk arising from these assets are linked to the underlying trading performance of the trading subsidiary. See note 17 for further details on intercompany debt.

Liquidity risk

Liquidity risk arises from the Group's management of working capital. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.  The Group's policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due. To achieve this aim, the Group seeks to maintain cash balances to meet its expected cash requirements as determined by regular cash flow forecasts prepared by management.

The following table sets out the contractual maturities (representing undiscounted contractual cash-flows) of financial liabilities:

		Up to 3 months	Between 3 and 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
		£'000	£'000	£'000	£'000	£'000
	Trade & other payables	2,954	-	-	-	15
	Finance leases	545	1,073	2,345	7,123	15,871
	As at 28 December 2025	3,499	1,073	2,345	7,123	15,886

 

		Up to 3 months	Between 3 and 12 months	Between 1 and 2 years	Between 2 and 5 years	Over 5 years
		£'000	£'000	£'000	£'000	£'000
	Trade & other payables	3,671	-	-	-	15
	Finance leases	499	892	2,240	7,094	18,182
	As at 29 December 2024	4,170	892	2,240	7,094	18,197

 

Non-current other payables are sub-let site rent deposits.

Interest rate risk

The Group seeks to minimise interest costs by regularly reviewing cash balances.

Interest rate risk arises from the Group's use of interest-bearing loans linked to LIBOR.  The Group is exposed to cash flow interest rate risk from long term borrowings at variable rate. The Board considers the exposure to the interest rate risk to be acceptable. 

Surplus funds are invested in interest bearing, instant access bank accounts.

Loans and borrowings

The Group had no outstanding bank loan during the period.

Capital disclosures

The Group's capital is made up of ordinary share capital, deferred share capital, share premium, merger reserve and retained earnings totalling £595,000 (2024:  £312,000).

The Group's objective when maintaining capital is to safeguard the entity's ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders. The Group is not subject to any externally imposed capital requirements. There have been no changes in the Group's objectives for maintaining capital nor what it manages in its capital structure.

The Group manages its capital structure and makes adjustments to it in the light of strategic plans. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to shareholders or issue new shares.

27   Related party transactions

Remuneration of key management personnel

The Directors are considered to be the key management personnel. Details of directors' remuneration are shown in Note 8.

Other related party transactions

During the year, the Group was invoiced £73,000 (2024: £8,000) for legal services by Howard Kennedy LLP, a business in which K Lassman is a partner. The amount owed by the Group as at 28 December 2025 was £Nil (2024: £Nil).

The Group pays rent and insurance and associated property costs to a number of companies considered related parties by virtue of their director(s) and/or shareholder(s) being part of the Kaye family, who are/were significant shareholders of the Company in the prior 12 months under the Aim rules:

				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				£'000		£'000
	Rent, service charges and insurance charged to the Group by:
	-      Kropifko Properties Ltd			-		32
	-      KLP Partnership			126		125
	-      ECH Properties Ltd			-		27
	-      Proper Proper T Ltd			106		107
	-      Super Hero Properties			144		145
	-      Benja Properties Ltd			154		154
				530		590
	Rent and insurance balance due to related parties:
	-      KLP Partnership			39		38
	-      ECH Properties Ltd			6		29
	-      Proper Proper T Ltd			37		37
	-      Super Hero Properties			48		48
	-      Benja Properties Ltd			45		45
				175		197
	Lease liabilities balance due to related parties:
	-      KLP Partnership			1,078		1,152
	-      Proper Proper T Ltd			871		930
	-      Super Hero Properties			1,214		1,296
	-      Benja Properties Ltd			963		1,067
				4,126		4,445

The rent paid to related parties is considered to be a reasonable reflection of the market rate for the properties at the time the leases were entered into.

Transactions between the Company and its subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation. During the year, the Company loaned amounts to the following subsidiaries:

				52 weeks ended 28 December 2025		52 weeks ended 29 December 2024
				£'000		£'000
	-      Took Us A Long Time Limited			826		655
	-

 

The amounts outstanding for these intercompany loans at year end were:

				As at 28 December 2025		As at 29 December 2024
				£'000		£'000
	-      Took Us A Long Time Limited			29,569		28,743
	-      Provisions			(29,569)		(25,541)
	-			-		3,202

 

28   Reconciliation of (loss)/profit before tax to net cash inflow from operating activities

			Group		Company
		52 weeks  ended 28  December  2025	52 weeks  ended 29  December  2024	52 weeks  ended 28  December  2025	52 weeks  ended 29  December   2024
		£'000	£'000	£'000	£'000
	(Loss)/profit before tax	(9,335)	16,047	(7,532)	466
	Finance income	(121)	(122)	-	-
	Finance expense	-	29	-	-
	Finance expense (IFRS 16)	1,330	1,376	-	-
	Share based payment charge	(125)	25	7	-
	Depreciation of right-of-use assets (IFRS 16)	1,634	1,890	-	-
	Depreciation of property plant and equipment	948	1,316	-	-
	Impairment of property, plant and equipment	2,395	466	-	-
	Impairment of right-of-use assets	4,969	1,450	-	-
	Impairment of goodwill/investment	-	-	3,296	-
	Impairment of loans to subsidiary undertakings	-	-	4,028	-
	Loss on disposal of property plant and equipment	455	20	-	-
	Amortisation of intangible assets	3	3	-	-
	Dilapidations provision utilisation	(50)	-	-	-
	Recognition of apprenticeship income	-	(198)	-	-
	Disposal of lease liabilities (IFRS 16)	37	(18,587)	-	-
	Other	8	(38)	-	-
	Decrease in inventories	87	628	-	-
	Decrease/(increase) in trade and other receivables	2,360	(1,912)	(32)	(1,216)
	(Decrease)/increase in trade and other payables	(3,068)	(458)	73	-
	Net cash inflow/(outflow) from operating activities	1,527	1,935	(160)	(750)

29   Changes in net debt from financing activity

	Cash and  cash  equivalents	Short term  borrowings	Total  before  lease  liabilities	Lease  liabilities  due  within  1 year	Lease  liabilities  due  after  1 year	Total
	£'000	£'000	£'000	£'000	£'000	£'000
Net debt at 31 December 2023	4,177	-	4,177	(2,186)	(46,745)	(44,754)
Cashflow	(876)	-	(876)	2,151	-	1,275
Addition/(decrease) to lease liability	-	-	-	(1,372)	19,245	17,873
Net debt at 29 December 2024	3,301	-	3,301	(1,407)	(27,500)	(25,606)
Cashflow	7,754	-	7,754	2,090	-	9,844
Addition/(decrease) to lease liability	-	-	-	(2,309)	2,169	(140)
Net debt at 28 December 2025	11,055	-	11,055	(1,626)	(25,331)	(15,902)

 

30   Contingent Liabilities

The Company is included in a group registration for VAT purposes. All members of the VAT group are jointly and severally liable for the total amount of VAT that was due at 28 December 2025. The contingent liability in respect of the group registration at the year end date was £633,000.

31   Acquisition

In September 2025, the Company acquired the entire issued share capital of The Ventnor Bay Company Limited ("VBC") at net cash value for a consideration of £200,000 by the issue of 40,000,000 ordinary shares in the Company at 0.5pence each.

The fair values allocated to the assets and liabilities acquired as at the date of the acquisition are as follows:

					4 September 2025
					£'000
Cash and cash equivalents					200
Total identifiable net assets					200
Goodwill on acquisition					-
Total consideration					200

 

The results of VBC has been included in the consolidated statement of comprehensive income since the acquisition date and has generated a loss of £Nil. If VBC had been a member of the Group from the beginning of the period, it would have realised a loss for the period of £54,000.

32   Post Balance Sheet Events

Two Wildwood and one Dim t restaurants were closed and disposed during the first quarter of the new financial year to December 2026.