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VARIOUS EATERIES PLC
Annual Report • Feb 4, 2025
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Annual Report
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National Storage Mechanism | Additional information 
RNS Number : 7422V
Various Eateries PLC
04 February 2025
4 February 2025
VARIOUS EATERIES PLC
("Various Eateries" or "the Company"
and with its subsidiaries "the Group")
Final Results
52-week period ending 29 September 2024
Resilient trading with growing momentum as the year progressed
Various Eateries PLC, the owner, developer and operator of all day clubhouse, restaurant and hotel sites in the United Kingdom, announces its results for the 52 weeks ended 29 September 2024.
Financial Highlights
| · | Revenue growth of 9% to £49.5m (2023: £45.5m), largely driven by new site openings |
| · | Adjusted EBITDA* profit of £0.3m (2023 loss of £2.2m), due to solid trading performance and significant operational improvement. |
| · | Cash at bank of £5.8m (2023: £1.9m) |
| · | Total loss before tax of £3.4m (2023: loss of £6.7m) |
| · | Net cash of £2.7m (2023: net debt of £11.6m) |
Operational Highlights
| · | £10.1m fundraise in H1 to support rollout plans and working capital |
| · | Successful opening of two new sites, Coppa Club Cardiff and Noci Richmond |
| · | Key areas of leadership were strengthened to support the Group's long-term objectives. |
| · | Adaptations to site portfolio to enhance year-round usability regardless of weather conditions |
| · | Completed key operational initiatives such as streamlining supply chain, renegotiating supplier agreements and enhancing resource management |
Post-period Highlights & Outlook
| · | Strengthened leadership structure | |
| o | Appointment of Mark Loughborough as CEO | |
| o | Andy Bassadone transitioned from Executive Chairman to Executive Director | |
| o | Glyn Barker transitioned from Non-Executive Director to Non-Executive Chairman | |
| · | Solid start to FY25 including a strong festive period reinforces confidence in the Group's trajectory |
* Adjusted EBITDA is EBITDA before pre-opening costs, share-based payments, gains and losses on property and restructuring costs, and is reported by the Group before the impact of IFRS 16
Glyn Barker, Non-Executive Chairman of Various Eateries, said:
"This year was one of steady progress and strengthening our foundations for future growth. A great deal of hard work has taken place behind the scenes to fine tune our operations and enhance our estate, all while taking steps to navigate industry challenges. In that context, returning to an adjusted EBITDA profit is a great achievement and stands the Group in good stead moving through FY25.
"The sector has experienced a tough few years, but we are encouraged by early signs of stabilisation. The measures outlined in the Autumn Budget create new challenges for businesses, but our disciplined approach to cost management and the operational efficiencies we've achieved ensure we are well-placed to manage them.
"Looking ahead, supported by a robust cash position and a strengthened leadership team, we will maintain our commitment to quality and innovation and are confident in our ability to deliver sustainable growth in the new financial year and beyond."
Annual General Meeting and Posting of Results
The Company confirms that it intends to distribute its Annual Report and Accounts and notice of Annual General Meeting to shareholders shortly. A further announcement will be made at that time. A copy of the annual report and accounts will also be available from the Company's website at the same time ( www.variouseateries.co.uk ).
Contacts
| Various Eateries plc | Via Alma |
| Mark Loughborough (Chief Executive Officer) | |
| Sharon Badelek (Chief Financial Officer) | |
| Zeus (Sole Broker & NOMAD) | +44 (0)20 3829 5000 |
| Harry Ansell (Broking) | |
| Antonio Bossi (NOMAD) | |
| Darshan Patel | |
| Alma Strategic Communications | +44 (0)20 3405 0205 |
| David Ison | [email protected] |
| Rebecca Sanders-Hewett | |
| Will Merison |
About Various Eateries
Various Eateries owns, develops and operates restaurant, clubhouse and hotel sites in the United Kingdom. The Group's stated mission is "great people delivering unique experiences through continuous innovation".
The Group operates two core brands across 20 locations:
Coppa Club, a multi-use, all day concept that combines restaurant, terrace, café, lounge, bar and work spaces.
Noci, a modern pasta-led concept which serves very high-quality dishes at reasonable prices.
For more information visit www.variouseateries.co.uk .
Chairman's Statement
Overview
FY24 was a year of steady progress for Various Eateries, marked by a solid trading performance and significant operational improvement. Despite ongoing challenges in the hospitality sector, this ongoing focus on operational improvement and service excellence enabled us to deliver a return to adjusted EBITDA profit.
The successful placing at the start of the period raised £10.1m which significantly improved our cash position. This ensures we have the liquidity to support the future roll out of new sites.
A dynamic hospitality group with compelling growth opportunities
Various Eateries' strategy is focussed on the expansion of our two core brands, Noci and Coppa Club. The distinct identity of each brand fills specific gaps in the market, which have significant potential for expansion.
Noci is our specialist neighbourhood fresh pasta restaurant. Currently our sites are in London and Greater London. Created to address the void left by the closures of many high street Italian restaurants, Noci focuses on delivering high-quality fresh food at affordable prices.
Coppa Club was founded to provide a members' club-like space without membership fees. Capitalising on remote work trends and the growing demand for all-in-one all-day venues, Coppa provides spaces to eat, drink, meet, work and stay the night. With 13 venues, from city centre to countryside locations, Coppa suits all occasions from morning through to evening.
The hospitality sector has been under pressure for several years, leading to a rise in the availability of prime sites, which in many cases includes existing high-end fit outs. Increased uncertainty in recent years provides Various Eateries with an opportunity akin to the casual dining revolution of the 1990s.
Resilient trading performance with notable improvement as the year progressed
Group revenues grew to £49.5m (2023: £45.5) and other operating income of £1.2m (2023: £nil) includes a business interruption insurance claim in relation to Covid-19. We generated a positive adjusted EBITDA of £0.3m (2023: negative adjusted EBITDA of £2.2m).
Group like-for-like sales grew by 1% in the second half compared to the previous year. The final quarter saw a 4% increase, despite above-average rainfall, improving overall performance from -3% at the half-year mark to -1% by year-end.
Both brands performed steadily overall, with some sites achieving particularly strong results offsetting those yet to reach maturity or impacted by external factors such as adverse weather. Our new Head of Operations drove meaningful progress in conversion rates, particularly across the Noci estate, with notable improvements in site profitability. Investments in the outdoor spaces across the Coppa Club estate, designed to increase all-weather use, significantly boosted footfall and are expected to continue to underpin the brand's year-round appeal.
Tavolino continued to perform strongly, delivering increased EBITDA growth of 33% year on year.
The Group's financial position remains healthy, with cash at bank at 29 September 2024 of £5.8m (2023: £1.9m).
Navigating cost pressures and driving efficiency while maintaining quality
The industry-wide pressures of increased employer National Insurance contributions and National Living Wage are being carefully navigated by management to minimise their impact, alongside an intensification of the drive towards greater efficiencies that has been underway within the Group for some time.
During the period, our recently appointed Head of Procurement successfully refined the supply chain and has started to optimise supplier agreements.
While food and utility prices continued to ease in the year, the consumer spending landscape remained uncertain, and the workforce cost increases in the 2024 Autumn Budget will increase challenges for the whole sector. Encouragingly, despite pressures on consumer spending, higher-priced menu items continued to perform well.
We will remain focussed on continuing to seek ways to streamline our operations and be more productive without compromising the quality of our offering.
Strategic expansion, innovation and greater resilience across our estate
Two new sites were opened in the period, delivering on our strategy to expand both brands when attractive long-term opportunities present themselves.
Coppa Club Townhouse Cardiff opened in May 2024 and traded well, with high footfall and revenue resulting in multiple standout weeks. The city centre position has also meant that the downstairs bar has also been able to fully capitalise on crowds attending events at the Principality Stadium.
The opening months at Noci Richmond, which also opened its doors in May, have been encouraging and we remain confident its popularity will continue to increase as its reputation grows among locals.
It was a challenging year from a weather perspective across the estate, characterised by an unusually wet spring and the coldest summer since 2015.
To counteract this and to help mitigate weather related disruption in future years, a lot of work has taken place to transform the outdoor spaces at many of our sites. This is typified by the successful addition of The Lobster Bar, a covered BBQ area by the riverside, at Coppa Club Streatley. We also introduced a new covered drinking terrace at Coppa Club Cobham and invested in more outdoor igloos across the estate.
The introduction of a winter-themed feature, including a snow machine, at Coppa Club Tower Bridge exemplifies our commitment to creative initiatives to enhance the customer experience. Already benefiting from the resurgence of tourism in central London, the site achieved its highest-ever sales week post-period.
While the Group's large outdoor spaces mean the weather will continue to be an important variable, the steps we have taken to reduce dependency on favourable conditions and balance performance across seasons stands us in good stead for the future.
We are exploring further site openings in FY25. We will continue our disciplined policy of proceeding only where our analysis provides strong support for the potential likely financial return.
Strengthening leadership for the next phase of growth
As already mentioned, we made significant progress last year on improving operational efficiency and the quality and consistency of customer experience. However, there is still much to be done in both areas and the Board decided to seek new, experienced leadership to drive forward the next phase of our development. We were delighted to announce in January 2025 the appointment of Mark Loughborough as Chief Executive Officer and a Board Director. Mark brings over three decades of hospitality experience, including an influential tenure at Young & Co Brewery PLC, where, as Retail Director, he was responsible for significant financial and operational success. His strategic vision, focus on efficiency, and proven ability to drive profitable growth align perfectly with our priorities.
Andy Bassadone has transitioned from Executive Chairman to Executive Director releasing more time for him to focus on one of our key priorities - the development and expansion of Noci. I have assumed the role of Non-Executive Chairman having previously been Non-Executive Director.
Key areas of leadership were also strengthened elsewhere in FY24 to support the Group's long-term objectives.
Current trading and outlook
We approach the year ahead with confidence in the business and faith in our ability to navigate the continued challenges of an ever-evolving sector under our new leadership. Thanks to the substantial efforts invested in strengthening our organisational structure and enhancing our site portfolio, the Group is steadily regaining momentum.
The rises in Employer National Insurance contributions and Minimum Wage have had a negative impact on everyone in the industry and will ultimately result in reduced disposable income for consumers as costs are passed on. However, with enhanced cost discipline and a robust cash balance, we are in a strong position.
While we will remain vigilant in monitoring the trading environment and ready to adapt to any shifts, the solid start to the new financial year including a strong festive period reinforces our confidence looking forwards. We are currently trading in line with market expectations for FY25 and remain optimistic that it will be another year of progress.
Financial Review
Overview
The KPI's of the Group's performance are summarised in the table below:
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
Change | |||
| £ 000 | £ 000 | % | |||
| Revenue | 49,486 | 45,495 | 9% | ||
| Adjusted EBITDA (before impact of IFRS 16)* | 300 | (2,189) | 144% | ||
| Adjusted EBITDA* | 4,355 | 1,556 | 279% | ||
| Operating Loss | (928) | (4,207) | (78%) | ||
| Total loss for the year after tax | (3,357) | (6,677) | (50%) | ||
| Basic and diluted earnings per share (pence) | (2.0) | (8.1) | (75%) | ||
| Cashflow from operating activities | 2,311 | 2,082 | 11% | ||
| Net cash/(debt) excluding lease liabilities | 2,690 | (11,609) | 123% | ||
| Number of sites | 20 | 18 | 11% | ||
| * not audited |
Summary of financial performance for the 52 weeks ended 29 September 2024
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| £ 000 | £ 000 | ||
| Reconciliation of loss before tax to Adjusted EBITDA* | |||
| Revenue | 49,486 | 45,495 | |
| Loss before tax | (3,357) | (6,677) | |
| Impairment on property, plant and equipment | 636 | - | |
| Reversal of impairment on property, plant and equipment | (1,574) | - | |
| Net financing costs | 2,429 | 2,470 | |
| Depreciation and amortisation | 5,502 | 5,571 | |
| EBITDA before exceptional costs | 3,636 | 1,364 | |
| Pre-opening costs | 337 | 859 | |
| Share-based payments | 391 | 69 | |
| (Profit)/loss on disposal of assets and leases | (9) | 37 | |
| Gain on early surrender of lease | - | (899) | |
| Restructuring costs | - | 126 | |
| Adjusted EBITDA | 4,355 | 1,556 | |
| Adjustment for rent expense | (4,055) | (3,745) | |
| Adjusted EBITDA (before impact of IFRS 16) | 300 | (2,189) | |
| * not audited |
FINANCIAL PERFORMANCE
Overall Group revenue increased by 9% (FY24: £49.5m, FY23: £45.5m). During the year the Group recognised £1.2m of other operating income which was largely derived from an business interruption insurance claim in relation to Covid-19. The Group's adjusted EBITDA increased by £2.8m, from £1.6m in FY23 to £4.4m in FY24. During the year, the Group focused on driving profitability through contract renegotiations and smarter rostering which has significantly contributed to its EBITDA growth despite challenging market conditions.
The loss after tax has decreased from £6.7m in FY23 to £3.4m in FY24. In FY24 the Group incurred impairments to goodwill of £nil (2023: £nil), right ‑ of ‑ use assets of £0.3m (FY23: £nil) and property, plant and equipment of £0.3m (2023: £nil). The Group recognized impairment reversals to goodwill of £nil (2023: £nil), right-of-use assets of £1.2m (2023: £nil) and property plant and equipment of £0.4m (2023: £nil). The Group's depreciation and amortisation charge has decreased by £0.1m (from £5.6m in FY23 to £5.5m in FY24) and pre-opening costs have decreased by £0.6m (from £0.9m in FY23 to £0.3m in FY24). The Group's share-based payment charge has increased by £0.3m (from £0.1m in FY23 to £0.4m in FY24). See note 28 for more details on share-based payments and note 31 for details on post-year end share options issue.
Consolidated Statement of Comprehensive Income
For the 52 weeks ended 29 September 2024
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
|||
| Note | £ 000 | £ 000 | ||
| Revenue | 4 | 49,486 | 45,495 | |
| Cost of sales | (46,022) | (43,597) | ||
| Gross profit | 3,464 | 1,898 | ||
| Central staff costs | (3,397) | (3,426) | ||
| Share-based payments | 28 | (391) | (69) | |
| Other operating income | 10 | 1,153 | - | |
| Impairment of property, plant and equipment | 15 | (636) | - | |
| Release of impairment of property, plant and equipment | 15 | 1,574 | - | |
| Gain on early surrender of lease | - | 899 | ||
| Profit (loss) of property, plant and equipment | 9 | (37) | ||
| Other expenses | 12 | (2,704) | (3,472) | |
| Operating loss | (928) | (4,207) | ||
| Finance income | 6 | 5 | - | |
| Financing costs | 6 | (2,434) | (2,470) | |
| Loss before tax | (3,357) | (6,677) | ||
| Tax | 11 | - | - | |
| Loss for the period | (3,357) | (6,677) | ||
| Earnings per share | ||||
| Basic loss per share (pence) | 13 | (2.0) | (8.1) | |
| Diluted loss per share (pence) | 13 | (2.0) | (8.1) |
The above results were derived from continuing operations.
There are no items of comprehensive income other than the loss for the period and therefore, no statement of other comprehensive income is presented.
| Consolidated Statement of Financial Position As at 29 September 2024 |
||||||||
| 29 September 2024 | 1 October 2023 | |||||||
| Note | £ 000 | £ 000 | ||||||
| Non-current assets | ||||||||
| Intangible assets | 14 | 11,090 | 11,152 | |||||
| Right-of-use assets | 15 | 25,279 | 24,873 | |||||
| Other property, plant and equipment | 15 | 26,831 | 25,397 | |||||
| 63,200 | 61,422 | |||||||
| Current assets | ||||||||
| Inventories | 17 | 1,146 | 1,078 | |||||
| Trade receivables | 18 | 244 | 154 | |||||
| Other receivables | 18 | 3,336 | 2,082 | |||||
| Cash and bank balances | 19 | 5,829 | 1,902 | |||||
| 10,555 | 5,216 | |||||||
| Total assets | 73,755 | 66,638 | ||||||
| Current liabilities | ||||||||
| Trade and other payables | 20 | (13,514) | (13,380) | |||||
| Borrowings | 21 | (3,139) | (13,511) | |||||
| Net current liabilities | (6,098) | (21,675) | ||||||
| Total assets less current liabilities | 57,102 | 39,747 | ||||||
| Non-current liabilities | ||||||||
| Borrowings | 22 | (27,424) | (28,049) | |||||
| Provisions | 23 | (188) | (358) | |||||
| Total non-current liabilities | (27,612) | (28,407) | ||||||
| Total liabilities | (44,265) | (55,298) | ||||||
| Net assets | 29,490 | 11,340 | ||||||
| Equity | ||||||||
| Share capital | 24 | 1,750 | 890 | |||||
| Share premium | 72,540 | 52,284 | ||||||
| Merger reserve | 64,736 | 64,736 | ||||||
| Employee benefit trust shares reserve | (5,012) | (5,012) | ||||||
| Retained earnings | (104,524) | (101,558) | ||||||
| Total funds attributable to the equity shareholders of the Company | 29,490 | 11,340 | ||||||
The financial statements of Various Eateries PLC (registration number: 12698869) were approved by the Board and authorised for issue on
They were signed on its behalf by:
S Badelek
Director
Consolidated Statement of Changes in Equity
for the 52 weeks ended 29 September 2024
| Called-up share capital | Share premium account | Merger reserve | Employee benefit trust shares reserve | Retained Earnings | Total | ||||||
| Attributable to equity shareholders of the Company | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | |||||
| At 2 October 2022 | 890 | 52,284 | 64,736 | (5,012) | (94,950) | 17,948 | |||||
| Share based payments | - | - | - | - | 69 | 69 | |||||
| Total transactions with owners | - | - | - | - | 69 | 69 | |||||
| Loss for the period | - | - | - | - | (6,677) | (6,677) | |||||
| Total comprehensive loss | - | - | - | - | (6,677) | (6,677) | |||||
| At 1 October 2023 | 890 | 52,284 | 64,736 | (5,012) | (101,558) | 11,340 | |||||
| Share issue | 860 | 20,256 | - | - | - | 21,116 | |||||
| Share based payments | - | - | - | - | 391 | 391 | |||||
| Total transactions with owners | 860 | 20,256 | - | - | 391 | 21,507 | |||||
| Loss for the period | - | - | - | - | (3,357) | (3,357) | |||||
| Total comprehensive loss | - | - | - | - | (3,357) | (3,357) | |||||
| At 29 September 2024 | 1,750 | 72,540 | 64,736 | (5,012) | (104,524) | 29,490 |
Consolidated Statement of Cash Flows
for the 52 weeks ended 29 September 2024
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
|||
| £ 000 | £ 000 | |||
| Cash flows from operating activities | ||||
| Loss for the year | (3,357) | (6,677) | ||
| Adjustments to cash flows from non-cash items: | ||||
| Impairment of property, plant and equipment | 636 | - | ||
| Reversal of impairment of property, plant and equipment | (1,574) | - | ||
| Depreciation and amortisation | 5,502 | 5,571 | ||
| Gain on early surrender of lease | - | (899) | ||
| (Profit) / loss on disposal of assets and leases | (9) | 37 | ||
| Share based payments | 391 | 69 | ||
| Financing costs | (5) | - | ||
| Financing costs | 2,434 | 2,470 | ||
| 4,018 | 571 | |||
| Working capital adjustments: | ||||
| Increase in inventories | (68) | (270) | ||
| (Increase) / decrease in trade and other receivables | (1,344) | 327 | ||
| Increase / (decrease) in accruals, trade and other payables | (125) | 1,454 | ||
| Decrease in provisions | (170) | - | ||
| Net cash flow from operating activities | 2,311 | 2,082 | ||
| Cash flows used in investing activities | ||||
| Interest received | 5 | - | ||
| Purchases of property plant and equipment | (4,317) | (6,845) | ||
| Net cash flows from investing activities | (4,312) | (6,845) | ||
| Cash flows from financing activities | ||||
| Interest paid | (1,763) | (1,627) | ||
| Proceeds on issue of shares | 21,116 | - | ||
| Repayment of borrowings | (11,409) | - | ||
| Principal elements of lease payments | (2,016) | (1,098) | ||
| Net cash flows used in financing activities | 5,928 | (2,725) | ||
| Decrease in cash | 3,927 | (7,488) | ||
| Opening cash at bank and in hand | 1,902 | 9,390 | ||
| Closing cash at bank and in hand | 5,829 | 1,902 |
Notes to the accounts
4 Revenue
An analysis of the Group's total revenue which all originates in the UK is as follows:
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| £ 000 | £ 000 | ||
| Sale of goods | 45,155 | 41,437 | |
| Accommodation and room hire | 4,295 | 4,025 | |
| Sub-let rental income | 36 | 33 | |
| 49,486 | 45,495 |
6 Finance income and costs
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| £ 000 | £ 000 | ||
| Interest income on bank deposits | 5 | - | |
| Total finance income | 5 | - | |
| Financing costs on bank overdraft and borrowings | 575 | 897 | |
| Lease liability interest | 1,859 | 1,573 | |
| Total financing costs | 2,434 | 2,470 | |
| Net finance costs | 2,429 | 2,470 |
11 Tax
Tax charged in the statement of comprehensive income
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| Tax expense | £ 000 | £ 000 | |
| Corporation tax | - | - | |
| Total current income tax | - | - | |
| Tax expense in the statement of comprehensive income | - | - | |
| Corporation tax is calculated at 25% (2023: 25%) of the estimated taxable loss for the period. |
| The charge for the period can be reconciled to the loss in the statement of profit or loss. The tax assessed in the year is lower than the standard rate of corporation tax in the UK of 25%. The differences are explained below:: | |||
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| £ 000 | £ 000 | ||
| Loss before tax | (3,357) | (6,677) | |
| Corporation tax at standard rate 25.0% (2023: 25.0%) | (839) | (1,469) | |
| Fixed asset differences | - | - | |
| Expenses not deductible | 271 | 247 | |
| Income not taxable | - | - | |
| Tax losses carried forward | 619 | 1,160 | |
| Movement in deferred tax not recognised | (51) | 62 | |
| Other movements | - | - | |
| Total tax charge | - | - | |
No account has been taken of the potential deferred tax asset of £14,640,000 (2023: £14,628,000) calculated at 25% (2023: 25%) and representing losses carried forward and short term timing differences, owing to the uncertainty over the utilisation of the losses available.
12 Other expenses
| 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| £ 000 | £ 000 | ||
| Depreciation and amortisation | 301 | 324 | |
| AGA release of provision (note 22) | (170) | 1 | |
| Other central costs | 2,573 | 3,147 | |
| 2,704 | 3,472 |
13 Earnings per share
Basic loss per share is calculated by dividing the profit attributable to equity shareholders by the weighted average number of shares outstanding during the year. There were no potentially dilutive ordinary shares outstanding as at the periods ended 29 September 2024 and 1 October 2023.
| 29 September 2024 | 1 October 2023 | ||||||
| £ 000 | £ 000 | ||||||
| Loss for the year after tax | (3,357) | (6,677) | |||||
| Basic and diluted weighted average number of shares | 168,180,186 | 82,143,398 | |||||
| Basic loss per share (pence) | (2.0) | (8.1) | |||||
| Diluted loss per share (pence) | (2.0) | (8.1) | |||||
14 Intangible assets
| Group | Brand | Goodwill | Trademarks, patents & licenses | Total | |||
| £ 000 | £ 000 | £ 000 | £ 000 | ||||
| Cost or valuation | |||||||
| At 1 October 2023 | 2,912 | 26,019 | 25 | 28,956 | |||
| Additions | - | - | - | - | |||
| At 29 September 2024 | 2,912 | 26,019 | 25 | 28,956 | |||
| Amortisation | |||||||
| At 1 October 2023 | 2,850 | 14,954 | - | 17,804 | |||
| Charge for the period | 62 | - | - | 62 | |||
| At 29 September 2024 | 2,912 | 14,954 | - | 17,866 | |||
| Carrying amount 29 September 2024 | - | 11,065 | 25 | 11,090 | |||
| 14 Intangible assets (continued) | Brand | Goodwill | Trademarks, patents & licenses | Total | |||
| £ 000 | £ 000 | £ 000 | £ 000 | ||||
| Cost or valuation | |||||||
| At 2 October 2022 | 2,912 | 26,019 | 25 | 28,956 | |||
| Additions | - | - | - | - | |||
| At 1 October 2023 | 2,912 | 26,019 | 25 | 28,956 | |||
| Amortisation | |||||||
| At 2 October 2022 | 2,788 | 14,954 | - | 17,742 | |||
| Charge for the period | 62 | - | - | 62 | |||
| At 1 October 2023 | 2,850 | 14,954 | - | 17,804 | |||
| Carrying amount 1 October 2023 | 62 | 11,065 | 25 | 11,152 | |||
Brand relates to registered brand names and is amortised over an estimated useful economic life of 4 years.
Goodwill is not amortised, but an impairment test is performed annually by comparing the carrying amount of the goodwill to its recoverable amount. The recoverable amount is represented by the greater of the individual Cash Generating Units ("CGU's") fair value less costs of disposal and its value-in-use.
The goodwill balance relates to Tavolino Riverside (£1,046,000), Strada Southbank (£992,000), Rare Bird Hotels at Sonning Limited (£2,418,000), and Rare Bird Hotels at Streatley Limited (£6,609,000). Tavolino Riverside and Strada Southbank are included within the restaurant operating segment. Rare Bird Hotels at Sonning Limited and Rare Bird Hotels at Streatley Limited are included within the hotels operating segment.
The group has no contractual commitments acquisition of intangible assets (2023: £nil).
Restaurant segment
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates. A pre-tax discount rate of 8.4% was used (2023: 12.1%), based on the Group's WACC and Beta. Cash flows in line with forecasts for the next 2 years were used. Cash flows beyond the forecast period are extended out to the end of the lease terms at a 3% growth rate.
Impairment testing at 29 September 2024 resulted in no requirement to reduce the carrying value of goodwill at 29 September 2024, as the recoverable amounts of the CGUs, based on value-in-use estimates, were greater than the carrying values.
Given the ongoing global economic uncertainty and its impact on the UK hospitality sector there is particular sensitivity to the forecasts prepared in connection with the impairment review as at 29 September 2024. The estimate of recoverable amount for the restaurant segment is particularly sensitive to the discount rate and trading forecast assumptions. If the discount rate used is increased by 2%, the forecast future EBITDA is reduced by 10% and the terminal growth rate reduced by 1%, a further impairment loss of £nil for the period ended 29 September 2024 would have to be recognised against goodwill (2023: £nil). Management is not currently aware of any other reasonably possible changes to key assumptions that would cause a unit's carrying amount to exceed its recoverable amount.
Hotel segment
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates. A pre-tax discount rate of 8.4% was used (2023: 12.1%), based on the Group's WACC and Beta. Cash flows in line with forecasts for the next 2 years were used. Cash flows beyond the forecast period are extended at a terminal growth rate of 3% (2023: 3%).
Impairment testing at 29 September 2024 resulted in no requirement to reduce the carrying value of goodwill at 29 September 2024, as the recoverable amounts of the CGUs, based on value-in-use estimates, were greater than the carrying values.
The estimate of recoverable amount for the hotel segment is sensitive to the discount rate, trading forecast assumptions and terminal growth rate. If the discount rate used is increased by 1%, the forecast future EBITDA is reduced by 10% and the terminal growth rate reduced by 1%, no impairment would be required (2023: £nil). Management is not currently aware of any other reasonably possible changes to key assumptions that would cause a unit's carrying amount to exceed its recoverable amount.
15 Property, plant and equipment
Group
| Right of use assets |
Freehold land and property | Leasehold Improvements | Furniture, fittings and equipment | Assets Under Construction | IT equipment | Total | |||||||
| £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | |||||||
| Cost or valuation | |||||||||||||
| At 1 October 2023 | 37,622 | 2,294 | 21,251 | 10,134 | 597 | 2,342 | 74,240 | ||||||
| Additions | 1,751 | - | 527 | 790 | 2,982 | 18 | 6,068 | ||||||
| Lease modifications | 275 | - | - | - | - | - | 275 | ||||||
| Disposals | (579) | - | - | - | - | - | (579) | ||||||
| Transfers | - | - | 2,365 | 958 | (3,413) | 90 | - | ||||||
| At 29 September 2024 | 39,069 | 2,294 | 24,143 | 11,882 | 166 | 2,450 | 80,004 | ||||||
| Depreciation | |||||||||||||
| At 1 October 2023 | 12,749 | 138 | 3,543 | 5,942 | - | 1,598 | 23,970 | ||||||
| Charge for the period | 2,522 | 40 | 1,250 | 1,359 | - | 269 | 5,440 | ||||||
| Eliminated on disposal | (578) | - | - | - | - | - | (578) | ||||||
| Impairment charge | 294 | - | 342 | - | - | - | 636 | ||||||
| Release of historic impairment charge | (1,197) | - | (377) | - | - | - | (1,574) | ||||||
| At 29 September 2024 | 13,790 | 178 | 4,758 | 7,301 | - | 1,867 | 27,894 | ||||||
| Carrying amount At 29 September 2024 |
25,279 | 2,116 | 19,385 | 4,581 | 166 | 583 | 52,110 |
15 Property, plant and equipment (continued)
| Right of use assets |
Freehold land and property | Leasehold Improvements | Furniture, fittings and equipment | Assets Under Construction | IT equipment | Total | |||||||
| £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | |||||||
| Cost or valuation | |||||||||||||
| At 2 October 2022 | 37,588 | 2,294 | 16,293 | 8,535 | 573 | 2,108 | 67,391 | ||||||
| Additions | 1,206 | - | 654 | 935 | 5,191 | 65 | 8,051 | ||||||
| Lease modifications | 56 | - | - | - | - | - | 56 | ||||||
| Disposals | (1,228) | - | - | - | (30) | - | (1,258) | ||||||
| Transfers | - | - | 4,304 | 664 | (5,137) | 169 | - | ||||||
| At 1 October 2023 | 37,622 | 2,294 | 21,251 | 10,134 | 597 | 2,342 | 74,240 | ||||||
| Depreciation | |||||||||||||
| At 2 October 2022 | 11,479 | - | 2,489 | 4,440 | - | 1,282 | 19,690 | ||||||
| Charge for the period | 2,499 | 138 | 1,054 | 1,502 | - | 316 | 5,509 | ||||||
| Eliminated on disposal | (1,229) | - | - | - | - | - | (1,229) | ||||||
| At 1 October 2023 | 12,749 | 138 | 3,543 | 5,942 | - | 1,598 | 23,970 | ||||||
| Carrying amount 1 October 2023 | 24,873 | 2,156 | 17,708 | 4,192 | 597 | 744 | 50,270 |
The Group's leasehold premises and improvements are stated at cost, being the fair value at the date of acquisition, plus any additions at cost less any subsequent accumulated depreciation. Work in progress relates to capital expenditure on sites that have not started trading.
Depreciation is charged to cost of sales in the Statement of Comprehensive Income for property, plant and equipment in use at the trading leasehold premises. Depreciation on property, plant and equipment used by central functions is charged to other expenses in the Statement of Comprehensive Income.
Rental income from subletting right-of-use assets is recognised on a straight-line basis over the term of the relevant lease. It is netted off against rental costs and is recognised within cost of sales (2024: £41,000, 2023: £41,000).
15 Property, plant and equipment (continued)
The Group has determined that each site in the restaurant operating segment, and each of the companies in the hotel operating segment are separate CGUs for impairment testing purposes. Each CGU is tested for impairment at the balance sheet date if there exists at that date any indicators of impairment. All CGUs have been tested for impairment by comparing the carrying amount of the assets to recoverable amount. The recoverable amount is represented by the greater of the individual CGU's fair value less costs of disposal and its value-in-use.
Restaurant segment
The key assumptions for the value-in-use calculations are those regarding the discount rate, trading forecasts and growth rates. A discount rate of 8.4% was used (2023: 12.1%), based on the Group's WACC and Beta. Cash flows in line with forecasts over the next 2 years were used. Cash flows beyond the forecast period are extended out to the end of the lease terms at a 3% growth rate.
Impairment testing resulted in the reduction of carrying amount to recoverable amount, being value-in-use, for four CGU's in 2024, with the full charge recognised against the restaurant segment. The split of the charge between the CGU's and the asset classes are Restaurant 1 £65,000 against right of use asset, Restaurant 2 £134,000 against right of use asset, Restaurant 3 £97,000 against right of use asset and Restaurant 4 £340,000 against right of use asset.
Impairment testing also resulted in the reversal of impairments on three CGU's in 2024, with the full reversal recognised against the restaurant segment. The split of the reversal between the CGU's and the asset classes are Restaurant 5 £898,000 against right of use asset and leasehold improvements, Restaurant 6 £571,000 against right of use asset and Restaurant 7 £105,000 against right of use asset.
The CGU's with the least headroom is Restaurant 8 £105,000.
The estimate of recoverable amount for the restaurant segment is particularly sensitive to the trading forecast assumptions. If the discount rate used is increased by 1%, the forecast EBITDA is reduced by 10%, and the terminal growth rate reduced by 1%, an impairment loss of £2,660,000 for the period ended 29 September 2024 would have to be recognized against right of use assets (2023: £650,000). Management is not currently aware of any other reasonably possible changes to key assumptions that would cause a unit's carrying amount to exceed its recoverable amount.
The Group has no capital commitments (2023: £nil).
Hotel segment
As a result of the headroom identified during the goodwill impairment testing of the hotel operating segment (see note 13), no impairment charge is required in respect of the hotel segment.
18 Trade and other receivables
| Group | Company | |||||||
| 29 September 2024 | 1 October 2023 | 29 September 2024 | 1 October 2023 | |||||
| £ 000 | £ 000 | £ 000 | £ 000 | |||||
| Trade receivables | 244 | 154 | - | - | ||||
| Prepayments and accrued income | 2,183 | 946 | - | - | ||||
| Other receivables | 1,153 | 1,136 | - | - | ||||
| 3,580 | 2,236 | - | - | |||||
All of the trade receivables were non-interest bearing, receivable under normal commercial terms, and the directors do not consider there to be any material expected credit loss. The directors consider that the carrying value of trade and other receivables approximates to their fair value.
19 Cash and bank balances
| Group | Company | ||||||
| 29 September 2024 | 1 October 2023 | 29 September 2024 | 1 October 2023 | ||||
| £ 000 | £ 000 | £ 000 | £ 000 | ||||
| Cash and bank balances | 5,829 | 1,902 | - | - | |||
20 Trade and other payables
| Group | Company | |||||||
| 29 September 2024 | 1 October 2023 | 29 September 2024 | 1 October 2023 | |||||
| £ 000 | £ 000 | £ 000 | £ 000 | |||||
| Trade payables | 2,045 | 3,107 | - | - | ||||
| Payables to subsidiaries | - | - | 3,741 | 2,795 | ||||
| Accrued expenses | 4,042 | 4,205 | - | - | ||||
| Social security and other taxes | 1,675 | 1,400 | - | - | ||||
| Other payables | 1,825 | 1,377 | - | - | ||||
| Lease liabilities due in less than one year | 3,927 | 3,291 | - | - | ||||
| 13,514 | 13,380 | 3,741 | 2,795 |
The amounts payable to subsidiaries are interest free and repayable on demand.
21 Current borrowings
| Group | Company | ||||||
| 29 September 2024 | 1 October 2023 | 29 September 2024 | 1 October 2023 | ||||
| £ 000 | £ 000 | £ 000 | £ 000 | ||||
| Borrowings from related parties | 3,139 | 13,511 | - | - |
Borrowings from related parties classed as payable within 12 months includes two deep discounted bond instruments issued by VEL Property Holdings Limited and by Various Eateries Trading Limited.
The deep discounted bond instrument issued by VEL Property Holdings Limited was rolled in July 2024 with a new redemption date of 14 January 2025. The nominal value at year end is £3,139,000 (2023: £2,902,000). The discount is recognised between subscription and redemption date, resulting in £54,000 of accrued financing costs as at the reporting date. The deep discounted bond is secured by freehold property in the Group.
The deep discounted bond instrument issued by Various Eateries Trading Limited was settled in full during the year in December 2023 using proceeds from the debt for equity swap. The principal amount of the loan was £10,609,000. Interest of £800,000 at 3.75% above SONIA was also settled (2023: 3.75% above SONIA).
22 Non-current borrowings
| Group | Company | ||||||
| 29 September 2024 | 1 October 2023 | 29 September 2024 | 1 October 2023 | ||||
| £ 000 | £ 000 | £ 000 | £ 000 | ||||
| Lease liabilities due after more than one year | 27,424 | 28,049 | - | - | |||
The loans and borrowings classified as financial instruments are disclosed in note 26.
The Group's exposure to market and liquidity risk in respect of loans and borrowings is disclosed in the financial instruments note.
23 Provisions for liabilities
| Group | 52 weeks ended 29 September 2024 |
52 weeks ended 1 October 2023 |
||
| Authorised Guarantee Agreements ('AGAs') | £ 000 | £ 000 | ||
| At start of financial period | 358 | 357 |
| At start of financial period | 358 | 357 |
| (Release)/charge in the year | (170) | 1 |
| At end of financial period | 188 | 358 |
The provision relates to the annual rental cost of two (2023: three) previously operated sites that have been disposed of via assignment of lease and include Authorised Guarantee Agreements ('AGAs') as part of the assignment arrangement (see also note 30).
24 Share capital and share premium
| Authorised, allotted, called-up and fully paid shares | |||||||
| 29 September 2024 | 1 October 2023 | ||||||
| No. 000 | £ 000 | No. 000 | £ 000 | ||||
| Ordinary shares of £0.01 each | 175,045 | 1,750 | 89,008 | 890 |
In December 2023, the Company issued 86,036,788 shares at £0.25 each raising a total of £21,509,197.
Ordinary shares
Ordinary shares entitle the holder to participate in dividends and the proceeds on the winding up of the Company in proportion to the number of and amounts paid on the shares held. The fully paid ordinary shares have a par value of £0.01 and the company does not have a limited amount of authorised capital.
Employee benefit trust shares reserve
The Group presents these shares as an adjustment to own equity at the period end date through the employee benefit trust shares reserve, until the point that the shares are awarded, and cease to be conditional awards of shares. The award of shares is conditional upon certain vesting criteria, as outlined in note 28.
25 Retirement benefit schemes
Group personal pension scheme
The Group operates group personal pension schemes for all qualifying employees. The assets of the schemes are
held separately from those of the Group.
The total cost charged to income of £316,000 (2023: £279,000) represents contributions payable to these schemes by the Group at rates specified in the rules of the schemes. As at 29 September 2024, contributions of £40,000 (2023: £34,000) due in respect of the current reporting period had not been paid over to the schemes.
26 Financial instruments
| Group | |||||
| Financial assets at amortised cost | |||||
| 29 September 2024 | 1 October 2023 | ||||
| £ 000 | £ 000 | ||||
| Cash at bank and in hand | 5,829 | 1,902 | |||
| Trade and other receivables | 1,397 | 1,290 | |||
| 7,226 | 3,192 |
Reconciliation of liabilities arising from financing activities
| Lease Liabilities | Other Borrowings | Total | |||
| £ 000 | £ 000 | £ 000 | |||
| At start of financial period | 31,340 | 13,511 | 44,851 | ||
| New Borrowings/(disposals) | (530) | - | (530) | ||
| DDB renewal | - | - | - | ||
| Interest charge | 1,860 | 237 | 2,097 | ||
| Repayments during the period | (1,319) | (10,609) | (11,928) | ||
| At end of financial period | 31,351 | 3,139 | 34,490 |
Valuation methods and assumptions
Trade receivables are all due for settlement in less than one year. The Directors consider that the carrying amount of trade and other receivables is approximately equal to their fair value due to their short term nature.
| Financial liabilities at amortised cost | |||||
| 29 September 2024 | 1 October 2023 | ||||
| £ 000 | £ 000 | ||||
| Trade and other payables | 39,263 | 40,029 | |||
| Borrowings from related parties | 3,139 | 13,511 | |||
| 42,402 | 53,540 |
Valuation methods and assumptions
The Directors consider that the carrying amount of trade and other payables is approximately equal to their fair value due to their short-term nature. The fair value of financial liabilities is estimated by discounting the remaining contractual maturities at the current market interest rate that is available for similar financial liabilities.
Fair value hierarchy
The tables above detail the Group's assets and liabilities disclosed at fair value. Using a three-level hierarchy, based on the lowest level of input that is significant to the entire fair value measurement, all assets and liabilities shown above are considered to be level 3: 'Unobservable inputs for the asset or liability'. There were no transfers between levels during the financial period.
Financial risk management and impairment of financial assets
The Group's activities expose it to a variety of financial instrument risks. The risk management policies employed by the Group to manage these risks are discussed below. The primary objectives of the financial instrument risk management function are to establish risk limits, and then ensure that exposure to risks stay within these limits.
26 Financial instruments (continued)
Capital risk management
The Group's objectives when managing capital is to safeguard its ability to continue as a going concern, so that it can provide returns for shareholders and benefits for other stakeholders and to maintain an optimum capital structure to reduce the cost of capital.
Capital is regarded as total equity, as recognised in the statement of financial position, plus net debt. Net debt is calculated as total borrowings less cash and cash equivalents.
In order to maintain or adjust the capital structure, the Company may adjust the amount of dividends paid to shareholders, return capital to shareholders, issue new shares or sell assets to reduce debt.
The Company is subject to certain financing arrangements covenants and meeting these is given priority in all capital risk management decisions. There have been no events of default on the financing arrangements during the financial period.
Credit risk management
The Group's credit risk is attributable to trade and other receivables and cash with the carrying amount best representing the maximum exposure to credit risk. The Group places its cash with banks with high quality credit standings. Trade and other receivables relate to day-to-day activities which are entered into with creditworthy counterparties.
Market risk management
The Group's activities expose it economic factors, the Directors closely monitor market conditions and consider any impact on the Group's existing strategy.
Liquidity risk management
Liquidity risk arises from the Group's management of working capital and the finance charges and principal repayments on its debt instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.
Management review cashflow forecasts on a regular basis to determine whether the Group has sufficient cash reserves to meet future working capital requirements and to take advantage of business opportunities.
26 Financial instruments (continued)
Remaining contractual maturities
The following tables detail the company's remaining contractual maturity for its financial instrument liabilities. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the financial liabilities are required to be paid. The tables include both interest and principal cash flows disclosed as remaining contractual maturities and therefore these totals may differ from their carrying amount in the statement of financial position.
| Weighted average interest rate | 1 year or less | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Remaining contractual maturities | |||||||||||||||
| 2024 | % | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | ||||||||||||||
| Non-derivatives | ||||||||||||||||||||
| Trade payables | - | 2,045 | - | - | - | 2,045 | ||||||||||||||
| Other payables | - | 5,867 | - | - | - | 5,867 | ||||||||||||||
| Borrowings - Deep Discount Bond | - | 3,139 | - | - | - | 3,139 | ||||||||||||||
| Borrowings - Loan | 3.75% + SONIA | - | - | - | - | - | ||||||||||||||
| Lease liability | 4.5% | 3,927 | 3,718 | 3,733 | 19,973 | 31,351 | ||||||||||||||
| 14,978 | 3,718 | 3,733 | 19,973 | 42,402 | ||||||||||||||||
| Weighted average interest rate | 1 year or less | Between 1 and 2 years | Between 2 and 5 years | Over 5 years | Remaining contractual maturities | |||||||||||||||
| 2023 | % | £ 000 | £ 000 | £ 000 | £ 000 | £ 000 | ||||||||||||||
| Non-derivatives | ||||||||||||||||||||
| Trade payables | - | 3,107 | - | - | - | 3,107 | ||||||||||||||
| Other payables | - | 5,582 | - | - | - | 5,582 | ||||||||||||||
| Borrowings - Deep Discount Bond | - | 12,903 | - | - | - | 12,903 | ||||||||||||||
| Borrowings - loan | 3.75% + SONIA | 608 | - | - | - | 608 | ||||||||||||||
| Lease liability | 4.5% | 3,291 | 3,718 | 3,733 | 20,598 | 31,340 | ||||||||||||||
| 25,491 | 3,718 | 3,733 | 20,598 | 53,540 | ||||||||||||||||
The cash flows in the maturity analysis above are not expected to occur significantly earlier than contractually disclosed above.
28 Share based payments
As at 29 September 2024, the Group maintained one separate share based payment scheme for employee remuneration (2023: two):
· Various Eateries Company Share Option Plan ("CSOP")
JSOP Scheme 1
In accordance with IFRS 2 "Share-based Payment", the value of the awards is measured at fair value at the date of the grant. The fair value is expensed on a straight-line basis over the vesting period, based on management's estimate of the number of shares that will eventually vest. A charge of £nil (2023: £nil) has been recognised in the consolidated income statement by the Group in the period ended 29 September 2024.
The JSOP is part of the remuneration package of the Group's senior management. Participants in this scheme have to be employed until the end of the agreed vesting period. Upon vesting, the holder is entitled to purchase ordinary shares at the market price determined at grant date.
| JSOP (Scheme 1) | |||||
| Number of shares | |||||
| Granted | Exercisable | Total | |||
| At 1 October 2023 | - | 2,523,809 | 2,523,809 | ||
| Surrendered 19 January 2024 | - | (2,523,809) | (2,523,809) | ||
| At 29 September 2024 | - | - | - | ||
| At 2 October 2022 | - | 5,809,523 | 5,809,523 | ||
| Lapsed 11 November 2022 | - | (1,095,238) | (1,095,238) | ||
| Lapsed 8 September 2023 | - | (2,190,476) | (2,190,476) | ||
| At 1 October 2023 | - | 2,523,809 | 2,523,809 |
| The fair value of these options granted was determined using a Black-Scholes model. The following principal assumptions were used in the valuation: | |||||||||
28 Share based payments (continued)
CSOP
A charge of £391,000 (2023: £69,000) has been recognised in the consolidated income statement by the Group in the period ended 29 September 2024.
| CSOP | |||||
| Number of shares | Exercise price per share (£) | ||||
| At 1 October 2023 | 1,944,428 | various | |||
| Surrendered 19 January 2024 | (654,167) | various | |||
| Granted 19 January 2024 | 13,483,180 | various | |||
| Granted 6 August 2024 | 500,000 | various | |||
| Lapsed 31 January 2024 | (45,629) | 0.69 | |||
| Lapsed 8 March 2024 | (208,333) | 0.69 | |||
| Lapsed 17 May 2024 | (218,182) | various | |||
| Lapsed 5 July 2024 | (250,000) | various | |||
| Lapsed 23 August 2024 | (218,182) | various | |||
| At 29 September 2024 | 14,333,115 | various | |||
| At 2 October 2022 | 1,240,441 | various | |||
| Granted 15 November 2022 | 250,000 | 0.35 | |||
| Granted 4 April 2023 | 642,857 | 0.28 | |||
| Granted 17 July 2023 | 393,442 | 0.31 | |||
| Lapsed 11th November 2022 | (104,167) | 1.09 | |||
| Lapsed 3 October 2022 | (136,887) | 1.09 | |||
| Lapsed 30th April 2023 | (250,000) | 1.09 | |||
| Lapsed 31 July 2023 | (91,258) | 1.09 | |||
| At 1 October 2023 | 1,944,428 | various | |||
The fair value of the options is estimated at the date of grant using a Black-Scholes valuation method. The total estimated fair value of the options granted during the year to be recognised over the vesting period is £1,513,000.
28 Share based payments (continued)
| CSOP | CSOP | CSOP | CSOP | ||||||
| Grant date | 4 April 2023 | 17 July 2023 | 19 January 2024 | 6 August 2024 | |||||
| Vesting period ends | 4 April 2026 | 17 July 2026 | 19 January 2027 | 6 August 2027 | |||||
| Share price at date of grant | £0.28 | £0.31 | £0.25 | £0.18 | |||||
| Volatility | 65.66% | 65.66% | 65.66% | 65.66% | |||||
| Option life at grant | 3 years | 3 years | 3 years | 3 years | |||||
| Dividend yield | 0.00% | 0.00% | 0.00% | 0.00% | |||||
| Risk-free investment rate | 0.87 % | 0.87 % | 0.87 % | 0.87 % | |||||
| Fair value per option at grant date | £0.12 | £0.13 | £0.11 | £0.06 | |||||
| Exercise price at date of grant | £0.28 | £0.31 | various | various | |||||
| Exercisable from / to | 4 April 2026/4 April 2033 | 17 July 2026/17 July 2033 | 19 January 2027/19 January 2034 | 6 August 2027/6 August 2034 | |||||
| Remaining contractual life | 1.5 years | 1.8 years | 2.3 years | 2.9 years | |||||
29 Related party transactions
Transactions with related parties include management charges for services provided by Osmond Capital Limited, which has common shareholders with controlling influence with the Company, of £189,000 (2023: £200,000). In addition, H E M Osmond is the principal lender of the £3,139,000 borrowings (2023: £12,903,000) and a shareholder with controlling influence of Xercise2 Limited which is a significant shareholder of the Company. A Bassadone is the lender of £392,000 (2023: £392,000).
As at 29 September 2024, there was £nil (2023: £nil) of accrued cash interest payable on borrowings from related parties.
Remuneration of key management personnel
The remuneration of the Directors of the Company and its subsidiaries and other key management, who are the key management personnel of the Group, is set out below in aggregate for each of the categories specified in IAS 24 "Related Party Disclosures".
| 52 weeks ended 29 September 2024 | 52 weeks ended 1 October 2023 | ||
| £ 000 | £ 000 | ||
| Salaries and other short term employee benefits | 547 | 699 | |
| Employer's national insurance contributions | 64 | 87 | |
| Post-employment benefits | - | 21 | |
| 611 | 807 |
31 Post balance sheet events
Share options
In November 2024, new share options totalling 1,500,000 under the CSOP scheme were issued and will vest over a three-year period to November 2027. One third were issued at 20.0 pence, the second third were at 22.0 pence, and the final third were at 24.2 pence.
Share purchase
On 9 October 2024 Hugh Osmond purchased 2,000,000 of shares at a price of 15.0 pence each for a total of £0.3m. As these shares were purchased in the market no new shares have been issued.
32 Contingent liabilities
Authorised Guarantee Agreements
There are 9 (2023: 9) previously operated sites that have been disposed of via assignment of lease and include Authorised Guarantee Agreements ('AGAs') as part of the assignment arrangement. There is a risk that the sites would be returned if the assigned leaseholders were to default on their contractual obligations with their respective landlords, the risk of which was heightened as a result of the coronavirus (Covid-19) outbreak. The total annual rental cost for these sites is £758,000, of which £188,000 (2023: £358,000) has been provided for (see note 23). The average remaining lease length is 5 years.
CJRS claim
The Group made material claims under the CJRS schemes in order to support the business through the pandemic. Given multiple changes to the rules governing the schemes, as well as the degree of complexity in the various rules, the Group undertook an external review of past claims to confirm their validity. The directors are of the opinion that claims made to date are valid and materially correct and so do not consider the likelihood of material outflow as a result of this review to be probable.
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