REG - Comptoir Group PLC - FY 2024 Results
20/05/2025 07:00
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RNS Number : 2742J Comptoir Group PLC 20 May 2025
20 May 2025
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
FY 2024 Results
Comptoir Group Plc (AIM: COM), the owner and/or operator of Lebanese and
Middle Eastern inspired restaurants announces its audited annual results for
the 52 week period ended 29 December 2024.
Highlights:
· Group revenue of £34.6m, up by 10.0% on prior year (2023: £31.5m),
2.0% increase on like for like ("LFL") basis
· Gross profit of £27.8m, ahead of previous year by £3.1m (2023:
£24.7m)
· Adjusted EBITDA* before highlighted items of £0.8m (2023: £0.1m)
· IFRS loss after tax of £1.9m (2023: loss of £1.6m)
· Adjusted net cash** at the end of year of £3.0m (2023: £4.7m)
· The basic loss per share for the year was (1.58) pence (2023: (1.30)
pence)
· The Group exited 2024 with 22 owned restaurants, with a further 6
franchised restaurants across 3 partners.
· Post year end the Group has taken the decision, after careful
consideration, not renew the lease for our Kenza Restaurant and has also
closed Comptoir Bluewater.
Annual Report and Notice of AGM
The Company confirms that it has posted its 2024 Annual Report and Accounts to
shareholders together with the 2025 Notice of AGM. The AGM will be held at
9.45 a.m. on 19 June 2025 at 6(th) floor, Winchester House, 259-269 Old
Marylebone Road, London NW1 5RA.
The 2024 Annual Report and Accounts and Notice of AGM are available on the
Company's website.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the
(loss)/profit before taxation adding back net interest, depreciation,
share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board
to review the capital position of the Group after adjusting for non-recurring
fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such
lease liabilities are not considered an adjustment to net debt.
Enquiries:
Comptoir Group plc
0207 486 1111
Chaker Hanna - Chief Executive Officer
James Fisher - Finance Director
Tony Kitous - Founder / Director
Cavendish Capital Market Limited (Nominated Adviser and Broker)
Corporate Finance: Katy Birkin / Elysia Bough
0207 220 0500
Corporate Broking: Tim Redfern
Notes to Editors
Comptoir Group PLC owns and operates 26 Lebanese and Middle Eastern inspired
restaurants, six of which are franchised, based predominantly in the UK. The
flagship brand of the Group, Comptoir Libanais, is a collection of 22
restaurants located across London, nationwide and international Travel Hubs,
including cities such as Manchester, Bath, Birmingham, Oxford, Dubai and
Milan.
The name Comptoir Libanais means Lebanese Counter and is a place where guests
can eat casually and enjoy Lebanese and Middle Eastern food, served with warm
and friendly hospitality and a bright vibrant environment.
The Group also operates Shawa, serving traditional shawarma through a counter
service model in Westfield and Bluewater shopping centres and Abu Dhabi, and
Yalla-Yalla with a branch near Oxford Circus.
The Group has expanded internationally with its franchise partners Avolta and
Areas, with restaurants in the Netherlands, Qatar, UAE and Italy.
Chair's Statement
Highlights:
· Group revenue of £34.6m, up by 10.0% on prior year (2023: £31.5m),
2.0% increase on like for like ("LFL") basis
· Gross profit of £27.8m, ahead of previous year by £3.1m (2023:
£24.7m)
· Adjusted EBITDA* before highlighted items of £0.8m (2023: £0.1m)
· IFRS loss after tax of £1.9m (2023: loss of £1.6m)
· Adjusted net cash** at the end of year of £3.0m (2023: £4.7m)
· The basic loss per share for the year was (1.58) pence (2023: (1.30)
pence)
· The Group exited 2024 with 22 owned restaurants, with a further 6
franchised restaurants across 3 partners.
· Post year end the Group has taken the decision, after careful
consideration, not renew the lease for our Kenza Restaurant and has also
closed Comptoir Bluewater.
As announced in January 2025, a new Board has been formed subsequent to
year-end, and it gives me great pleasure to return as Chair of the Group.
Comptoir Group has always been known for a unique offering of healthy food of
an excellent quality, served in vibrant environments and I remain excited
about the future opportunities for the business, albeit still against a
backdrop of a very challenging economic environment.
The Group delivered a full year Adjusted EBITDA of £0.8m in 2024 and LFL
sales growth of 2.0%. Whilst it is promising that LFL sales growth has
improved from 0.9% achieved in the first half of the year, the Board is fully
aware that increasing LFL growth, driven through increased covers, is a
critical focus moving forward. The Group has an adjusted net cash balance of
£3.0m and rebuilding our cash balance after the investments of recent years,
which are now complete, is another important focus area.
During 2024 the Group opened a new Comptoir Libanais site in Southbank and has
brought back into the managed portfolio from our franchise partner the
Comptoir site in Cheshire Oaks. The transaction attracted a consideration
equivalent to a four-year rent contribution to the Group of £1.0m as part of
the deal structure which was settled up front and has led to a cash
contribution during the year. Our Yalla Yalla Soho site closed during the year
and subsequent to the year-end we have taken the decision to close our Kenza
site and Comptoir Bluewater.
Our franchise business remains an exciting opportunity with two new openings
during the year. The first Shawa franchise opened in Abu Dhabi in March 2024
with our partner Avolta, and a Comptoir Libanais was opened in Milan's
Malpenza airport with our new partner Areas Italy. Both are trading ahead of
expectations. We exited our franchise site in Ashford in July 2024.
As has been well documented, the hospitality sector continues to face
significant external challenges as we look ahead to 2025 and beyond. Ongoing
cost of living pressures continue to put a strain on consumer's disposable
income and makes the challenge for covers growth even more acute. The recent
increases in National Minimum Wage combined with the lowering of the
Employers' National Insurance threshold will also place significant pressure
on business margins. The Group is well positioned to continue to face into
these challenges but the Board will make careful cash management and
preservation a priority in the short term.
On behalf of the Board, I would like to thank our teams who continue to work
tirelessly in an ever-changing and challenging environment to deliver
excellence in both product and service for our customers. We would also like
to thank our investors, customers, suppliers and landlords who continue to
support the business.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the
(loss)/profit before taxation adding back net interest, depreciation,
share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board
to review the capital position of the Group after adjusting for non-recurring
fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such
lease liabilities are not considered an adjustment to net debt.
Richard Kleiner - Chair
19 May 2025
Chief Executive's Review
For the period ended 29 December 2024
In my first Chief Executive's review since rejoining the Group post year-end,
I wanted to begin by expressing my excitement at rejoining the Group, having
previously spent 12 years as Chief Executive up until August 2022. I look
forward to working again with the whole team to help the business capitalise
on its full potential in the years to come. My priority since returning has
been to work with the team on assessing our current position and identifying
the opportunities in the marketplace, despite challenging external conditions.
2024 saw the Group finish with LFL sales growth of 2.0%, which was heavily
driven by strong trading in the second half of the year. Winning back covers
is an absolute priority for the new Board and will be one of the key strategic
focuses for the whole business during 2025. The business has a fantastic
offering, but we need to ensure that excellence is delivered every time and
our customers feel a real sense of value for money to compete in this
environment.
The core Comptoir estate performed for the most part in line with
expectations, with most sites delivering LFL growth. There are however a
handful of sites which remain a focus as we move into the new financial year.
Shawa continues to deliver good sales and profitability from the two sites in
Westfield and Bluewater, which demonstrates a very real opportunity for
further growth of the Shawa brand.
Our managed estate saw the addition of Comptoir Southbank in April 2024. We
also took the Comptoir Cheshire Oaks site back from our franchise partner in
the early part of the year. As part of our simplification of operations, we
closed Yalla Yalla Soho in January 2024. Two sites (Comptoir Chelsea and Shawa
Bluewater) had significant refurbishments during the year and it has been
pleasing to see both sites delivering double digit LFL growth
post-refurbishment which has continued well into the new financial year.
Adjusted EBITDA* of £0.8m for the year is an improvement on the challenges of
2023 but still remains short of what we expect to be delivering. Whilst a
return to covers growth across the estate will help move the dial on our
bottom line, we need to ensure this is delivered in conjunction with efficient
operations. There are undoubtedly significant external challenges which are
impacting the margins of every retail and leisure business, notably labour
costs which saw a 9.8% increase in the National Minimum Wage in April 2024 and
will see further increases in 2025, but managing these costs to deliver the
right EBITDA is critical.
The Group maintains an adjusted net cash** balance of £3.0m at the year-end
after significant investment in recent years. Whilst strategic investments
will always be considered, for the time being, the focus from the business is
on protecting our cash balance and rebuilding reserves. With the challenging
backdrop the Board feels a robust balance sheet is key to navigate the
environment.
People
I would like to thank our amazing teams for their hard work through the year.
Our people are critical to our business and we will continue to strive to
create a culture and work environment that attracts motivated employees who
feel recognised and rewarded for their efforts. Our annualised staff turnover
levels were below 60% at the year-end which is comfortably ahead of the
industry average and a testament to the work which has gone into ensuring our
teams feel valued and incentivised.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the
(loss)/profit before taxation adding back net interest, depreciation,
share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board
to review the capital position of the Group after adjusting for non-recurring
fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such
lease liabilities are not considered an adjustment to net debt.
Technology
The Group will continue to look into opportunities to develop our technology
stack as we strive to enhance our customer experience as well as deliver
efficient operations. During the year the business has commenced the
implementation of new guest-facing technology, including pay-at-table and
add-to-order features which will streamline service, boost productivity and
drive increased customer spend.
Franchising
Franchising is an integral part of the Group's strategy and there were a
number of developments through 2024. Our first franchised Shawa restaurant was
opened in Abu Dhabi in March 2024 and we signed a new agreement with Areas
Italy which saw the opening of a new Comptoir Libanais in Malpensa Airport,
Milan in June. Other changes consisted of taking back the Avolta franchised
site in Cheshire Oaks in the managed estate in March and in the second half of
the year we exited the franchise site in Ashford.
The Board is excited by the potential of further franchise agreements and sees
this as a real opportunity to develop our brands globally.
Outlook
The hospitality sector remains stressed from a variety of external economic
factors which continue to make this a very challenging environment to operate.
Nevertheless, there are brands which continue to succeed against this
backdrop, and we need to ensure that Comptoir also navigates its way through
to further success. Q1 2025 trading performance has been in line with
management expectations.
As previously highlighted, driving covers growth through offering genuine
value for money is key focus for the management team in 2025. Succeeding on
this will help secure the long-term growth of the business. At the same time,
we will ensure our operations remain as efficient as possible as we work
through the ever-increasing cost pressures faced by the sector, particularly
labour costs. These two actions will help rebuild our cash reserves which is a
priority for the Board and investors.
Shawa continues to present a significant growth opportunity, and there will be
a focus through 2025 to look to stretch the brand expansion forwards.
In order to focus management's time on the core brands, the Group has decided
to not renew the lease at our Kenza restaurant post year-end and has also
closed Comptoir Bluewater. The rest of the estate will continue to be
proactively managed.
Finally, I would like to thank all my colleagues for their contributions
through the year. The Group has strong foundations with its current estate,
focus and an excellent team. There is plenty of opportunity to be realised
over the upcoming years.
Chaker Hanna
Chief Executive Officer
19 May 2025
2024 Financial Highlights - FD Review
Overview
2024 was another challenging year for the Group but positive progress was seen
through the second half of the year, with some encouraging momentum to carry
into 2025. The Group saw LFL revenue growth of 2.0% over the course of the
year, with a particularly positive Q4. A positive adjusted EBITDA* of £0.8m
was delivered (2023: £0.1m) but there is still a way to go before the Group
is delivering the results that the Board feel it should be capable of, albeit
in a very challenging macro-economic environment.
Adjusted net cash** at the end of the financial period stood at £3.0m (2023:
£4.7m). The Group has seen significant capital expenditure over the last two
years, both on new sites and refurbishments of the core estate. The
expectation is that we now start to see the benefit of, and a return on, that
investment. Careful cash management and cash preservation and rebuilding of
cash reserves is at the forefront of the Board's agenda as we move into 2025.
The KPIs of the Group's performance are summarised below:
29 December 2024 31 December 2023 Variance
Revenue £34.6m £31.5m 10.0%
Gross profit £27.8m £24.7m 12.5%
Other Costs £29.7m £26.3m 13.1%
Loss for the period £(1.9m) £(1.6m) (21.5%)
Cash generated from operations £5.1m £2.3m 123.6%
Adjusted EBITDA (Pre IFRS 16)* £0.8m £0.1m 1,142.7%
Adjusted Net Cash** £3.0m £4.7m (36.2)%
Revenue
Revenue of £34.6m, up from £31.5m in 2023, an increase of 10.0%. On a like
for like basis, the Group saw growth of 2.0% over the year. At the half year,
our like for like growth stood at 0.9% so there has been some good progress
through the second half of the year.
The Group entered 2024 with 21 equity restaurants. Yalla Yalla Soho closed in
January 2024, we took back our Comptoir Cheshire Oaks site into the managed
portfolio in March 2024 and opened Comptoir Southbank in April 2024. Our
franchised estate saw opening of a Shawa in Abu Dhabi and a Comptoir Libanais
in Milan, whilst we exited the site in Ashford. At year end our franchised
estate stood at 6 sites.
Including franchise and equity restaurants, total system revenues of £46m
were delivered through 2024.
*Adjusted EBITDA is a non-GAAP measure and is calculated from the
(loss)/profit before taxation adding back net interest, depreciation,
share-based payments and non-recurring costs (note 4)
** Adjusted Net Cash is a non-GAAP measure and is a metric used by the Board
to review the capital position of the Group after adjusting for non-recurring
fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such
lease liabilities are not considered an adjustment to net debt.
Gross Profit
Gross Margin percentage of 80.3%, up by 1.8% from 78.5% in 2023. In response
to the ongoing cost pressures elsewhere in the income statement, notably
labour, the Group has increased menu pricing in 2024 which is the main driver
of the margin increase. Whilst the cost challenges will not ease in 2025, the
Board is mindful of how much more price can be increased to offset costs
moving forward.
The team continues to work closely with our key suppliers on managing the
efficiency of our supply chain and in December 2024 we signed an agreement
with Equinoxe Solutions to support this further in 2025.
Other Costs
Our other costs continue to be a significant pressure in the income statement,
increasing by £3.4m year on year. £1.6m of the increase is due to higher
depreciation and impairments of sites which closed post year-end however there
remain key ongoing challenges elsewhere.
Labour has seen the most significant movements in the year with the increase
in National Minimum Wage by 9.8% in April 2024 driving pressure across the
retail sector. The Group continues to focus on efficiently deploying its
labour (whilst never compromising guest experience) and has made progress in
the second half of the year. However a further 6.7% increase in National
Minimum Wage in April 2025 and crucially the lowering of the Employer's
National Insurance threshold, will continue to make managing labour
efficiently a challenge for 2025 and beyond.
One area which has eased are utility costs. The Group is fully contracted to
September 2025 (albeit at rates higher than before the energy crisis) and has
started taking a position for future years too.
Adjusted EBITDA
Post IFRS 16 Pre IFRS 16 Post IFRS 16 Pre IFRS 16
29 December 2024 29 December 2024 31 December 31 December
2023
2023
£'000 £'000 £'000 £'000
Sales 34,619 34,619 31,481 31,481
Adjusted EBITDA:
Loss before tax (1,924) (1,449) (1,645) (1,411)
Add back/(deduct):
Depreciation & amortisation 4,122 1,389 3,329 1,125
Finance costs 1,245 121 1,019 137
Finance income (152) (152) (94) (94)
Impairment of assets 944 324 107 -
EBITDA 4,235 233 2,716 (243)
Share-based payments (credit) / expense (31) (31) 31 31
Restaurant opening costs 323 323 166 166
Restaurant closing costs 249 249 77 77
Loss on disposal of fixed assets - - 9 9
Exceptional legal and professional fees 188 188 101 101
Other exceptional items (192) (192) - -
Adjusted EBITDA 4,772 770 3,100 141
Cash flow and balance sheet
Cash generated from operations increased to £5.1m in 2024 (31 December 2023:
£2.3m). An element of the increase is due working capital timings with the
end of month supplier run. Our capital expenditure of £2.6m included spend on
our new site in Southbank and two significant refurbishments during the year.
Payment of lease liabilities has increased by £0.9m as compared to the prior
year. Included within financing activities is a £1.0m receipt equivalent to a
four-year rent contribution which formed part of the transaction whereby the
Group took Comptoir Cheshire Oaks back into its managed portfolio.
Financing and net debt
The Group had a cash and cash equivalents balance of £6.0m on 29 December
2024 and an adjusted net cash position of £3.0m (31 December 2023: £4.7m)
The Group debt consists of a CBIL loan attracting no covenants, of which
£0.6m was paid down through 2024. This has a six-year term with a maturity
date in 2026. The loan had an initial interest-free period of 12 months
followed by a rate of interest of 2.5% over the Bank base rate.
Balance sheet restatement
As explained further in note 1 to the accounts, the Group has identified
several historical accounting adjustments that are required in respect of
leases and impairments. The adjustments are non-cash related and do not have a
material impact on the income statement for 2023, however the balance sheet
for 2023 has been restated to reflect the correct position.
Impairments
During the year the Group has recognised an impairment charge of £0.9m in
respect of its Kenza restaurant and Comptoir Libanais Bluewater, both of which
were closed subsequent to year-end.
Dividend
The Directors do not recommend the payment of a dividend, believing it more
beneficial to use cash resources to invest in the Group in line with our
strategy.
Going concern
Upon consideration of this analysis and the principal risks faced by the
Group, the Directors are satisfied that the Group has adequate resources to
continue in operation for the foreseeable future, a period of at least twelve
months from the date of this report. Accordingly, the Directors have concluded
that it is appropriate to prepare these financial statements on a going
concern basis.
Strategic Report
For the period ended 29 December 2024
The Directors present their strategic report for the period ended 29 December
2024.
Business model
The Group's principal brand is Comptoir Libanais, a Lebanese and Middle
Eastern focused casual dining brand. The restaurants offer an all-day dining
experience based around healthy and fresh food in a friendly, colourful and
vibrant environment, which delivers value for money to a broad demographic of
guests. Lebanese and Eastern Mediterranean food is a popular food trend due to
its flavoursome, healthy, low fat and vegetarian-friendly ingredients as well
as the ability to easily share the food with friends.
We seek to design each Comptoir Libanais restaurant with a bold and fresh
design that is welcoming to all age groups and types of consumers. Each
Comptoir Libanais restaurant has posters and menus showing an artist's
impression of Sirine Jamal al Dine, an iconic Arabian actress, providing a
Middle Eastern café-culture feel.
Shawa is a Lebanese shawarma grill concept-serving lean, grilled meats,
rotisserie chicken, homemade falafel, halloumi and fresh salad, through a
service counter offering, located in high footfall locations, such as shopping
centres.
Strategy for growth and future developments
Given the recent Directorship changes, a detailed review of the Group's
overall strategy is currently under review. Whilst this process is still
ongoing, it is clear that providing a genuine value for money offering is
pivotal for the Group moving into 2025.
We are not shying away from the challenges that face the industry,
particularly around cost pressures in procurement and labour. The new Board
considers a prudent approach to capital management is key over the next twelve
months to further strengthen the Group's cash position and position it for
growth beyond 2025. As a result of the challenging backdrop facing the Company
and industry, the management team are increasingly focused on operational
efficiency improvements, striving to challenge existing business processes to
position the Company for success in what is a difficult period for hospitality
across the UK.
We continue to believe that there is considerable potential to grow the
Group's franchised operations and we see this as a complementary and
relatively low-risk route to extend the presence of our brands, both within
the UK and in overseas territories.
Whilst the strategic direction of the new Board is still being shaped, the
goal of the Group remains the same, offering a genuine value for money,
pleasant unique offering to our customers.
Review of the business and key performance indicators (KPIs)
The continuing macro-economic pressures, high inflation and cost of living
impacts outlined below continue to have a dampening impact on the hospitality
sector as a whole. Despite these, the Group delivered a full year adjusted
EBITDA of £0.8m in 2024 and LFL sales growth of 2.0%.
Overall Group revenue improved 10% to £34.6m (31 December 2023: £31.5m)
through a combination of the LFL growth mentioned above and addition of new
sites in Southbank and Cheshire Oaks. The Groups post tax loss increased to
£1.9m (31 December 2023: loss of £1.6m).
The Board considers adjusted EBITDA, a non-GAAP measure, an appropriate metric
for reviewing performance against comparative years. Adjusted EBITDA excludes
non-recurring items and costs incurred in connection with the opening &
closing of new restaurants and on this measure, the underlying earnings of the
group were £0.8m (31 December 2023: £0.1m) despite the macro-economic
pressures facing the industry.
The Board and management team use a range of performance indicators to monitor
and measure the performance of the business. However, in common with most
businesses, the critical KPI's are focused on growth in sales and EBITDA, and
these are appraised against budget, forecast and the levels achieved last
year.
As outlined in both the Chairmans and CEO Statements, the new Board considers
a prudent approach to capital management key over the next twelve months to
further strengthen the Groups cash position and set it up for growth beyond
2025. Adjusted Net Cash, a non-GAAP measure, is a metric used by the Board to
review the capital position of the Group after adjusting for non-recurring
fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such
lease liabilities are not considered an adjustment to net debt.
Pre IFRS 16 Pre IFRS 16
29 December 2024 31 December 2023
£'000 £'000
Cash & Cash Equivalents 5,971 7,049
Adjusted for:
Borrowings (1,000) (1,600)
Working capital impact of period end date* (1,213) -
Cash held in reserve against known liabilities** (777) (707)
Adjusted Net Cash 2,981 4,742
*The accounting period for the Group runs to the closest Sunday to 31 December
each year. The consolidated financial statements for the current period have
been prepared to 29 December 2024 and the comparative period to 31 December
2023. The Group has certain statutory & other obligations due on 31
December 2024 that were unpaid at period end date. For comparison to 2023
these have been adjusted against Net Cash. These obligations were settled on
or before 31 December 2024.
**The Group holds certain cash in reserve against known liabilities expected
to be settled in the ordinary course of business. These funds are held in a
separate bank account and the liabilities tracked separately from accruals
& other payables. As such, Net Cash is adjusted to reflect the cash held
in reserve to settle these known obligations.
Further explanation of the performance of the business over the period is
provided in the Chair's Statement and the Chief Executive's Review.
Principal risks and uncertainties
The Board has overall responsibility for identifying the most significant
risks faced by the business and for developing appropriate policies to ensure
that those risks are adequately managed. The following have been identified as
the most significant risks faced by the Group; however, it should be noted
that this is not an exhaustive list and the Group has policies and procedures
to address other risks facing the business. Further detail on climate-specific
risks are outlined later in this strategic report and as such these are not
separately highlighted below:
Macro-Economic Conditions
Prevailing market conditions, including cost of living rises & economic
uncertainty, and their impact on guest confidence to spend have an impact on
the Group in terms of footfall and sales. Although trading was impacted over
this period, the Group's underlying trading remained positive, and management
has continued with selective investment to continually be able to embrace
market growth. Continued focus on customer relations through targeted and
adaptable marketing initiatives help the Group retain and drive sales where
footfall declines.
Consumer demand
Any weakness in consumer confidence could have an adverse effect on footfall
and customer spend in our restaurants. As mentioned above, the current
macro-economic conditions continue to place strain on consumers disposable
income. These macroeconomic factors such as employment levels, interest rates
and inflation can impact disposable income and consumer confidence can dictate
their willingness to spend.
The management team's focus continues to be offering a genuine value for
money, pleasant unique offering to our customers. The core brands within the
Group are positioned in the affordable segment of the casual dining market. A
strong focus on superior and attentive service together with value-added
marketing initiatives can help to drive sales when customer footfall is more
subdued. This, together with the strategic location of each of our
restaurants, helps to mitigate the risk of consumer demand to the business.
Input cost inflation
Inflationary pressures continue to have an impact on the Group's cost of
sales, packaging and other raw input costs. The Company has engaged Equinoxe
Solutions to provide procurement support for the Group, and we are currently
in the process of a review of our current supply chain to identify any
opportunities in what are challenging and volatile market conditions for fresh
produce suppliers.
Labour cost inflation
The recent increases in National Minimum Wage combined with the lowering of
the Employer's National Insurance threshold place significant pressure on
business margins. The management team is proactively engaged in driving
efficiency in our labour deployment without compromise on service delivery,
and we believe we are well positioned to navigate through these statutory
changes.
Strategy and execution
The Board recognises the importance of establishing a clear and ambitious
long-term strategy for the Group. With a new Board of Directors in place, a
comprehensive strategic review is currently underway, focusing on growth
priorities, operational performance, and long-term value creation. The outcome
of this review will inform a refreshed strategic direction, which the Board
intends to communicate to shareholders and stakeholders later in the year.
Environmental, Social and Governance Strategy
ENVIRONMENT:
Comptoir Group PLC have included the recommendations set out by the Task Force
on Climate change (TCFD) in this year's report. These recommendations help
businesses to focus on the likely direct and indirect impacts of climate
change for individual organisations, their operations, services and customer
base.
The TCFD framework utilises four key pillars which have been adopted by
Comptoir Group as the key areas of focus. Aligned to these four pillars are 11
recommendations, which provide guidance as to how to ensure that management
processes, analyses and business planning give sufficient consideration to the
impact of climate change on the operation. Each of these four pillars and the
underlying recommendations are outlined in detail below:
1. Governance
The organisation's governance around climate-related risks and opportunities
At present, The Board of Directors has overall responsibility for overseeing
climate-related risks and opportunities, in line with its broader risk
management and strategic oversight functions. Given the recent Board changes,
further changes to Comptoir's governance structure are still under review with
the new Directors. The ESG Committee has not yet met formally under the
current Directorships. Given this, ESG strategy, including assessment of risks
and opportunities to the Group as a whole, is still under review.
Despite the Board changes, updates on ESG are included and will continue to be
included in the monthly report to the board. The Audit Committee is
specifically tasked with reviewing climate-related disclosures and ensuring
that relevant processes are in place for the identification, assessment, and
mitigation of climate risks.
Day-to-day responsibility for identifying and managing climate-related risks
and opportunities rests with the Group Executive Team. Each Executive is
responsible for integrating climate considerations into day-to-day operations
of the Group, through decisions such as sustainable menu planning and capital
expenditure decision making. The Company has partnered with Equinoxe Solutions
to support sustainable Group procurement, with the Executive team working
directly with Equinoxe Solutions on issues such as sustainable supplier
selection and supply chain efficiencies. The outcome of this work is then
cascaded upwards to the Board of Directors for consideration.
2. Strategy
The actual and potential impacts of climate-related risks and opportunities on
the organisation's businesses, strategy, and financial planning
To identify actual and potential impacts of climate-related risks and
opportunities on the organisation's processes, strategy, and financial
planning, in 2023 Comptoir Group embarked on an audit with the support of
Sustainable Restaurant Association (SRA). This took the form of a detailed
investigation on all operations which has enabled Comptoir Group to identify
potential risks & opportunities and set realistic goals for improvement.
The 'Food Made Good' rating uses a framework of questions, which are derived
from the 10 key areas of the UN's Sustainable Development Goals to audit all
operational processes and systems. Performance against these criteria is then
assessed and awarded an overall rating. Comptoir Group was awarded 1 out of 3
stars. After this outcome, we implemented a roadmap to target a 2-star rating
by August 2025. Given the recent Board changes, the new Directors are
currently assessing how to progress towards the initial 2-star target and any
involvement with SRA moving forward.
The Company has engaged Amber Energy to support climate related initiatives
& opportunities, as well as providing prudent consultancy to ensure we are
sufficiently protected from a risk management perspective.
Climate risks are categorised into two groupings:
Physical risks: such as extreme weather events (flooding, heatwaves) that
could disrupt site operations or impact our central production unit.
Transition risks: including regulatory changes (e.g. energy efficiency
mandates, carbon reporting), shifts in consumer expectations, and energy
market volatility.
The Directors consider the following to be key climate-related risks which
will impact the Group over the short (<2 years), medium (2-5 years) and
long term (5+ years):
Risk Risk Type Impact Time Frame
Supply Chain Disruption Physical Supply chain disruption and shortages of impacted crops: we source salad, Short Term
citrus, chillis, aubergine and pomegranates from regions which are potentially
at risk in the case of a temperature increase of 2 degrees.
Rising Energy Costs Transition Higher energy costs due to increased demand for artificial heating / cooling Short Term
and irrigation.
Acute Weather Events Physical Physical risks from acute weather events impacting our supply chain and Short Term
central production unit (CPU), which plays a pivotal role in the overall
production process.
Carbon Tax Transition The Department for Business, Energy and Industrial Strategy has calculated Medium Term
that a carbon tax of £80 per tonne would have the desired impact on carbon
emissions. The liability for Comptoir Group would be in the region of £80k
p.a. based on current emissions levels, if this was introduced.
Energy Efficient Capital Decisions Transition Increasing costs of energy efficient investments in the existing estate and Medium Term
future investment opportunities.
Perception of Centralised Production Transition Centralised production may be perceived as unsustainable and waste-intensive Medium Term
if more sustainable procurement models are available.
Growth Opportunities Transition Increased competition for new sites which offer public transport Medium Term
accessibility, infrastructure resilience in the light of extreme weather
events, and access to renewable energy.
Existing Site Improvements Physical Infrastructure and buildings will require increased investment to withstand Long Term
changing weather patterns and an increase in extreme weather events,
particularly flooding.
Travel Disruptions Physical Weather related travel disruption impacting customers and staff. Long Term
The summary above is not exhaustive and only the most material climate-related
risks have been included. In compliance with ESOS requirements, an action plan
has been submitted outlining a number of opportunities and actions for the
Company, and projects are currently underway for certain optimisation
opportunities across Air Conditioning, Gas and Boilers among other projects
identified during ESOS review & submission. As part of the work with Amber
Energy, the Group collects electricity & gas data for the majority of the
estate and is working towards energy savings across all sites through a
combination of behavioral shifts and investment in low energy equipment.
As part of the work undertaken throughout 2024, Comptoir has identified the
following climate-related opportunities:
· Partnering with Equinoxe Solutions on sustainable procurement and
supplier selection. A review of our existing supply chain is in process and
any opportunities identified will be considered based on their improvement to
the Groups overall carbon footprint and sustainable sourcing strategy.
· Our work with Equinoxe Solutions extends beyond sustainable raw
ingredients procurement, we are in the process of reviewing sustainable
packaging solutions and have already begun implementing recommendations
provided by Equinoxe Solutions across our sites.
· We source specialist ingredients from smaller, low intensity
producers who prioritize the preservation of local ecosystems, thus enhancing
long term opportunities for sustainable sourcing.
· More than half of our menu items across all brands are plant based,
without any highly processed ingredients.
· The Group's Central Production Unit (CPU) plays a pivotal role in the
supply chain and stable operation of each site. A detailed review of CPU
operations, including the costs to ship produce to our regional sites and any
energy-efficiency projects at the site is currently underway.
· Comptoir continues to partner with Too Good To Go, providing a
sustainable solution for surplus and unsold food.
The consideration of climate related risks & opportunities is integral to
all our decision making. ESG considerations are now given priority
consideration in all operational decisions, longer term strategy &
financial planning as a matter of course. We will continuously strive to
ensure that the Group remains adaptable, to anticipate and respond to climate
related risks and opportunities.
3. Risk Management
The processes used by the organisation to identify, assess, and manage
climate-related risks
The Board of Directors have overall responsibility for overseeing
climate-related risks and opportunities, in line with its broader risk
management and strategic oversight functions. Day-to-day management of
climate-related risks is the responsibility of the Chief Executive Officer and
as delegated to the Executive Team.
Climate-related risks are integrated with the Group's broader risk register
and risk management process. Each risk whether climate or operational, is
assigned a responsible executive lead. Climate-related risks are assessed
alongside other business risks such as rising labour costs, IT and inflation
using consistent methodology.
Whilst largely outlined above, our process for managing climate-related risks
can be summarised broadly into the following key initiatives:
Supply Chain:
Partnering with Equinoxe Solutions on sustainable procurement and supplier
selection. Challenging existing norms and historical business processes to
strive for continuous improvement in sustainable sourcing and procurement.
Energy & Emissions:
Working with Amber Energy to support identified climate related initiatives
& opportunities, as well as providing utility cost & usage information
across the majority of our estate. This work extends to ESOS submissions and
achievement of our identified action plans for reducing our emissions and
carbon footprint.
Operational Process & Asset Planning:
As mentioned above, the Group's Central Production Unit (CPU) plays a critical
role in delivering a consistent, scalable menu offer across our estate.
Climate-related risks such as supply chain disruption, extreme weather events,
and energy cost volatility have been identified as key exposures. In response,
we are exploring low-carbon technologies for food production, investing in
waste reduction and energy efficiency, and engaging suppliers on climate
resilience. The centralised nature of the CPU also presents opportunities for
systemic improvements in carbon footprint, packaging sustainability, and menu
innovation.
4. Metrics & Targets
The metrics and targets used to assess and manage relevant climate-related
risks and opportunities
The Group has begun to establish a structured approach to measuring and
managing its climate-related risks and opportunities. As part of this, we are
using compliance under the Energy Savings Opportunity Scheme (ESOS) as a
fundamental component of our climate-related performance metrics.
Our most recent ESOS submission includes a detailed assessment of the Group's
total energy consumption, energy efficiency opportunities, and associated
emissions across our estate, including the Central Production Unit and venues.
This data forms the basis of one of our key performance indicators (KPIs) -
total annual energy consumption (kWh) - which we are using to monitor progress
in improving operational energy efficiency. As outlined above, some of these
projects completed during the year include:
· Optimised Air Conditioning (AC) within various areas of the business.
· Optimised boilers where applicable.
· Continued to replace lighting fixtures with LED options where
available.
· Reduced immersion heater operating hours.
In future reporting periods, we intend to build upon the ESOS data to develop
a broader set of climate-related KPIs, including expanding on the energy
intensity ratios outlined below, Scope 1 and 2 emissions tracking, and
emissions reductions linked to specific initiatives. These KPIs will be used
to assess progress against emerging targets and to inform capital investment
decisions related to energy efficiency and resilience.
As a hospitality business, we consider both turnover and total covers to be
useful metrics to track financial progress and make informed decisions on. The
below chart converts our emissions data into an intensity ratio using these
metrics as a base, and is a tool used to track progress and comparison over
time and with similar hospitality businesses.
Intensity Ratios for the period ended 29 December 2024
Carbon Emissions per Business Metric Current Reporting Year Comparison Year
01/01/2024 - 29/12/2024 01/01/2023 - 31/12/2023
Emission per Turnover 31,503 32,167
(kgCO(2)e/£m)
Emission per Covers 0.7 0.8
(kgCO(2)e/number of units)
Our overall energy & usage data is summarised below. Estimation has been
required in some areas where data has not been available, using standard
estimation methods (pro-rata, direct comparison).
Greenhouse gas emissions and energy use data for the period ended 29 December
2024
Annual Energy Consumption (kWh) Current Reporting Year Comparison Year
01/01/2024 - 29/12/2024 01/01/2023 - 31/12/2023
Scope 1 1,925,393 2,381,158
Stationary Combustion 1,871,744 2,317,934
Mobile Combustion 53,649 63,224
Process Emissions N/A N/A
Fugitive Emissions N/A N/A
Scope 2 3,541,834 2,514,088
Purchased Electricity 3,541,834 2,514,088
Purchased Steam, Heat, Cooling - -
Scope 3 (Grey Fleet) 2,455 19,230
Grey Fleet 2,455 19,230
Total 5,469,681 4,914,477
SOCIAL:
Comptoir is committed to building a positive and inclusive culture that
supports our people, customers, and the communities we serve. Social
responsibility is integral to our operations, and we are proud to highlight
the initiatives below:
Employee Training and Development
We believe that investing in our people is essential to delivering
high-quality hospitality and retaining top talent. Our internal training
framework provides structured onboarding, role-specific skills training, and
progression pathways for both front-of-house and kitchen teams, as well as
head office staff. We continue to invest in leadership development and our
digital learning platform to enhance accessibility and engagement.
Charitable Giving - Feeding Hope Fund
Through our dedicated charitable initiative, the Feeding Hope Fund, we raise
money to support various community initiatives. The Feeding Hope Fund helps
support meals, education & work experience in the UK for refugees,
homeless & those living in poverty, as well as charities overseas who
support communities suffering due to war & natural disasters.
During 2024 the Group raised and donated over £70,000 and continues to make
selective donations to charitable causes that align with both the Company's
values and those of our consumers.
We are proud to support causes like the Ramadan Tent Project by donating food
and team members time to help engage the wider community in helping to forge
new friendships whilst spreading the better understanding of diverse cultures
and customs.
Customer Engagement and Feedback
We prioritise continuous improvement of the guest experience through
structured feedback mechanisms. This includes working with HGEM, a hospitality
guest experience management platform, operating a Mystery Diner programme
across our venues. Insights gathered from both tools help us monitor service
standards, menu satisfaction, and customer sentiment, ensuring we remain
responsive and agile.
Employee Wellbeing
Recognising the physical and emotional demands of hospitality work, we place
strong emphasis on staff wellbeing. We are proud of our flexible approach to
scheduling that supports work-life balance. Participation in our employee
engagement surveys and platforms continue to be strong and the management team
continues to strive for improvements in our employee experience based on
feedback provided.
We believe that listening to our employees and responding meaningfully to
their feedback is fundamental to long-term retention, performance, and a
strong team culture. As part of our evolving ESG strategy, we are working to
embed wellbeing as a key performance theme across the business.
As outlined in the CEO's review, our annualised staff turnover levels were
below 60% at the year-end which is comfortably ahead of the industry average
and a testament to the work which has gone into ensuring our teams feel
valued.
Community Engagement
In addition to our charitable partnerships, we support local communities by
sourcing ingredients from regional suppliers where possible, offering local
employment, and exploring opportunities to partner with local councils and
community partners on discount programs in our regional locations.
GOVERNANCE:
Strong governance is fundamental to the long-term success of the Group and
underpins our approach to environmental and social responsibility. The Board
is committed to maintaining high standards of integrity, accountability, and
transparency across all aspects of the business.
Given the recent Board changes, further changes to Comptoir's governance
structure are still under review with the new Directors'. One of the Board's
early priorities has been to strengthen governance structures to support a
sustainable growth strategy. This includes the formalisation of the ESG
Committee and enhanced focus on measuring and tracking against defined ESG
measures.
On Behalf of the Board
Chaker Hanna
Chief Executive Officer
19 May 2025
Strategic Report - Section 172 Statement
Section 172 of the Companies Act 2006 ('Act') requires the Directors to act in
the way they consider, in good faith, would be most likely to promote the
success of the Company for the benefit of its members as a whole, having
regard to various factors, including the matters listed below in section.
172 (1)(a) to (f):
a. the likely consequences of any decisions in the long-term;
b. the interests of the Company's employees;
c. the need to foster the Company's business relationships with suppliers,
customers and others;
d. the impact of the Company's operations on the community and
environment;
e. the desirability of the Company maintaining a reputation for high
standards of business conduct and
f. the need to act fairly as between members of the Company.
This statement is aimed at helping shareholders better understand how
directors discharged their duty to promote the success of companies under
Section 172 of the Companies Act 2006 ("S172 Matters"). Throughout the year,
in performance of its duties, the Board has had regard to the interests of the
Group's key stakeholders and has taken account of any potential impact on
these stakeholders of the decisions it has made, details of these
considerations are as per the below.
S172 Matters Example
· The likely consequences of any decisions in the long-term. · Communication with shareholders through the Comptoir Investor
website, AGM, investor meeting and circulars
· Through the corporate governance framework described in this annual
report
· The interests of the Company's employees · Ongoing training and development at all levels
· Engagement through the company engagement application, newsletters,
emails and other communications tools
· The need to foster the Company's business relationships with · Maintenance of regular contact with all suppliers.
suppliers, customers and others.
· Launch of the Comptoir loyalty scheme through the Comptoir
application
· Responding to feedback from the customer.
Use of a mystery guest programme to ensure standards are visible and
maintained.
· The impact of the Company's operations on the community and · Local recruitment of staff
environment.
· Flexible working to reduce travel where applicable
· Ongoing focus on environmentally friendly processes and procedures
· The desirability of the Company maintaining a reputation for high · Regular restaurant visits and audit processes
standards of business conduct.
· Mystery guest programme
· Food standards programme
· Compliance updates at Board meetings
· Ongoing training for all staff
· The need to act fairly as between members of the Company. · We maintain an open dialogue with our shareholders
· Engagement with stakeholders
On behalf of the Board
Chaker Hanna
Chief Executive Officer
19 May 2025
Statement of Corporate Governance
The Board has elected to adopt the Quoted Companies Alliance (QCA) Corporate
Governance Code in accordance with Rule 26 of the AIM Rules for Companies
requiring all AIM to adopt and comply with a recognised corporate governance
code. Full details of our adoption to the code can be found at
https://investors.comptoirlibanais.com/corporate-governance/.
The Board
The Board of Comptoir Group plc is the body responsible for the Group's
objectives, its policies and the stewardship of its resources. At the balance
sheet date, the Board comprised five directors being Ahmed Kitous, James
Fisher and Nicholas Ayerst as executive directors and Ali Aneizi and
Jean-Michel Orieux as non-executive directors.
Ali Aneizi and Jean-Michel Orieux are considered by the Board to be
independent. Each Director demonstrates a range of experience and sufficient
calibre to bring independent judgment on issues of strategy, risk management,
performance, resources and standards of conduct which are vital for the
success of the Group.
The Board had twelve Board meetings during the year.
Subsequent to the balance sheet date, the Board has seen substantial change
across both Executive and Non-Executive Directors. Further details can be
found in the Report of the Directors. Whilst there has been change in
personnel, the operation of the Board and sub-committees remains consistent
with that of prior years.
Remuneration Committee
The Remuneration Committee's responsibilities include the determination of the
remuneration and options of Directors and senior executives of the Group and
the administration of the Company's option schemes and arrangements. The
Committee takes appropriate advice, where necessary, to fulfil this remit.
Audit Committee
The Audit Committee meets twice a year including a meeting with the auditors
shortly before the signing of the accounts. The terms of reference of the
Audit Committee include: any matters relating to the appointment, resignation
or dismissal of the external auditors and their fees; discussion with the
auditors on the nature, scope and findings of the audit; consideration of
issues of accounting policy and presentation; monitoring. The work of the
review function carried out to ensure the adequacy of accounting controls and
procedures.
Nomination Committee
The Company does not have a Nomination Committee. Any Board appointments are
dealt with by the Board itself.
Internal Control
The Board is responsible for the Group's system of internal control and for
reviewing the effectiveness of the system of internal control. Internal
control systems are designed to meet the needs of a business and manage the
risks but not to eliminate the risk of failure to achieve the business
objectives. By its nature, any system of internal control can only provide
reasonable, and not absolute, assurance against material misstatement or loss.
Internal Audit
Given the size of the Group, the Board does not believe it is appropriate to
have a separate internal audit function. The Group's systems are designed to
provide the Directors with reasonable assurance that problems are identified
on a timely basis and are dealt with appropriately.
Relations with shareholders
There is a regular dialogue with investors, including presentations after the
Group's year-end and half year results announcements. Feedback from
shareholders is provided to the Board on a regular basis and, where
appropriate, the Board will take steps to address their concerns and
recommendations. Aside from announcements that the Group makes periodically to
the market, the Board uses the Annual General Meeting to communicate with
shareholders and welcomes their participation.
Going concern
In assessing the going concern position of the Group for the consolidated
financial statements for the period ended the 29 December 2024, the Directors
have considered the Group's cash flow, liquidity and business activities.
Prevailing market conditions, including cost of living rises & economic
uncertainty, and their impact on guest confidence to spend has been considered
as part of the Group's adoption of the going concern basis. Although trading
was impacted over this period, the Group's underlying trading remained
positive, and management has continued with selective investment to
continually be able to embrace market growth.
The Group maintains cash & cash equivalents of £6.0m as at the start of
the current accounting period, which sets us apart from many other operators
in our sector.
The Directors have considered the current business model, strategies and
principal risks and uncertainties. Based on the Group's cash flow forecasts
and projections, the Board is satisfied that the Group will be able to operate
for the foreseeable future. In making this assessment, the Directors have made
a specific analysis of the impact of current macro-economic uncertainties and
global disruption in the middle East as well as the emerging geo-political
situations arising and how they may impact the Company.
The Group's current cash & cash equivalents balance remains at £6.0m, and
the Board believes that the business has the ability to remain trading for a
period of at least 12 months from the date of signing of these financial
statements. These financial statements have therefore been prepared on the
going concern basis.
Report of the directors
The Directors present their report together with the audited financial
statements for the period ended 29 December 2024.
Results and dividends
The consolidated statement of comprehensive income is set out on page 33 of
the Annual Report and shows the loss for the year.
The Directors do not recommend the payment of a dividend for the year (31
December 2023: £nil).
Principal activities
The Company's and Group's principal activity continues to be that of the
operating of restaurants with Lebanese/Middle Eastern offering in the UK
casual dining sector.
Directors
The Directors of the Group, who held office during the year, and their
shareholding at the year-end date, were as follows:
Number of ordinary shares Percentage shareholding (%)
Executive
A Kitous 58,412,503 47.60%
C Hanna (Appointed 6 February 2025) 22,585,833 18.41%
J Fisher (Appointed 5 August 2024) - 0.00%
R Kleiner (Appointed 27 January 2025) - 0.00%
N Ayerst (Resigned 5 February 2025) - 0.00%
B Lafon (Resigned 26 June 2024) - 0.00%
JM Orieux (Resigned 27 January 2025) - 0.00%
A Aneizi (Resigned 5 February 2025) - 0.00%
Substantial shareholders
Besides the Directors, other substantial shareholders (with a greater than 3%
shareholding) at the period-end date were as follows:
Substantial shareholdings: Number of ordinary shares Percentage shareholding (%)
Dowgate Wealth Limited 12,244,153 9.98%
S Kaye 5,076,666 4.14%
A Kaye 4,873,332 3.97%
J Kaye 4,249,999 3.46%
Directors' remuneration
The remuneration of the Directors for the period ended 29 December 2024 was as
follows:
Period ended 29 December 2024
Short-term Benefits Post-Employment Benefits Share-Based Payments
Remuneration Pension Fair Value of Equity-settled Service Rights Total
£ £ £ £
A Kitous 203,747 1,321 - 205,068
J Fisher (Appointed 5 August 2024) 68,586 - 19,028 87,614
N Ayerst (Resigned 5 February 2025) 253,500 1,321 22,834 277,655
B Lafon (Resigned 26 June 2024) 51,431 - - 51,431
JM Orieux (Resigned 27 January 2025) 51,626 - 19,028 70,654
A Aneizi (Resigned 5 February 2025) 28,417 440 19,028 47,885
M Toon (Resigned 12 January 2024) 3,317 84 - 3,401
660,624 3,166 79,918 743,708
Period ended 31 December 2023
Short-term Benefits Post-Employment Benefits Share-Based Payments
Remuneration Pension Fair Value of Equity-settled Service Rights Total
£ £ £ £
A Kitous 193,125 1,321 - 194,446
N Ayerst (Resigned 5 February 2025) 240,300 1,321 60,274 301,895
B Lafon (Resigned 26 June 2024) 65,000 - - 65,000
JM Orieux (Resigned 27 January 2025) 45,600 - - 45,600
M Toon (Resigned 12 January 2024) 157,727 1,321 - 159,048
701,752 3,963 60,274 765,989
Creditor payment policy
The Group has a standard code and also agrees specific individual terms with
certain suppliers. Payment is normally made in accordance with those terms,
subject to the suppliers' own performance.
Supplier & customer relationships
The directors have remained focused on fostering strong relationships with our
guests, suppliers, and service partners, recognising their importance to the
long-term success of the business. Regular guest feedback and our mystery
diner programme via HGEM have informed service improvements.
We maintained close collaboration with key suppliers to ensure continuity,
quality, and ethical sourcing. These relationships also supported the
successful launch of new menu offerings and sustainability initiatives during
the year. This engagement has shaped key decisions around procurement
including working with Equinoxe Solutions, customer service enhancements, and
our broader strategic planning.
Employees
Applications from disabled persons are given full consideration providing the
disability does not seriously affect the performance of their duties. Such
persons, once employed, are given appropriate training and equal
opportunities.
The Group takes a positive view toward employee communication and has
established systems for ensuring employees are informed of developments and
that they are consulted regularly. These include engagement at office town
hall meetings in person and online, induction days for new starters and weekly
communications to all staff highlighting key messages for that week. The Group
also utilises a company called Fourth which provides a service that acts as a
central hub to provide regular updates as well as engage with employees in a
more informal environment and share success stories. The Group also operates a
bonus and share scheme at varying levels to reward performance.
Financial Instruments
Details of the use of financial instruments and the principal risks faced by
the Group are contained in note 25 to the financial statements.
Future developments
Details of future developments are contained in the Strategic Report on page
10 of the 2024 Annual Report.
Events after the reporting period
On 31 December 2024, the Company ceased operations of its Kenza Restaurant and
Bar site. The Company retains the existing lease until its expiry in 2025.
On 27 January 2025, Jean-Michel Orieux stepped down from his position as
Independent Non-Executive Chairman. On this date, Richard Kleiner, former
Chairman of the Group, was re-appointed into the role of Non-Executive
Chairman.
On 5 February 2025, Nick Ayerst, resigned from his position as CEO &
member of the Board of Directors. Following his resignation, on 6 February
2025 Chaker Hanna, former CEO of the Company, was formally re-appointed into
the role of CEO.
On 5 February 2025, Ali Aneizi, Non-Executive Director, resigned from his
position on the Board.
Events after the reporting period (continued)
On 6 March 2025, the Company exited its lease of the Comptoir site in
Bluewater and ceased operations. The Group retains its Shawa site in
Bluewater.
Apart from the above, no other matter or circumstance has arisen since 29
December 2024 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of
affairs in future financial years.
Auditors
All the current Directors have taken all reasonable steps necessary to make
themselves aware of any information needed by the Group's auditors for the
purposes of their audit and to establish that the auditors are aware of that
information. The Directors are not aware of any relevant audit information of
which the auditors are unaware.
On behalf of the board
Richard Kleiner
Chair
19 May 2025
Statement of directors' responsibilities
The Directors are responsible for preparing the Annual Reports and the Group
and Parent Company financial statements in accordance with applicable United
Kingdom law and regulations. Company law requires the Directors to prepare
Group and Parent Company financial statements for each financial period. Under
that law, and as required by the AIM rules, the Directors have elected to
prepare Group financial statements under UK- adopted International Accounting
Standards (IASs), and the Parent Company financial statements under United
Kingdom Accounting Standards.
Under Company Law the Directors must not approve the Group and Parent Company
financial statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and Parent Company and of the profit
or loss of the Group for that period. In preparing the Group and Parent
Company financial statements the Directors are required to:
· present fairly the financial position, financial performance and cash
flows of the Group and Parent Company;
· select suitable accounting policies in accordance with IAS 8:
'Accounting Policies, Changes in Accounting Estimates and Errors' and then
apply them consistently;
· present information, including accounting policies, in a manner that
provides relevant, reliable, comparable and understandable information;
· make judgments and estimates that are reasonable;
· provide additional disclosures when compliance with the specific
requirements in UK adopted international accounting standards is insufficient
to enable users to understand the impact of particular transactions, other
events and conditions on the Group's and the Company's financial position and
financial performance; and
· the Group and Parent Company financial statements have been prepared
in accordance with UK adopted international accounting standards or United
Kingdom Accounting Standards, subject to any material departures disclosed and
explained in the financial statements.
The Directors are responsible for keeping adequate accounting records that are
sufficient to show and explain the Group's and Parent Company's transactions
and disclose with reasonable accuracy at any time the financial position of
the Group and Parent Company and enable them to ensure that the Group and
Parent Company financial statements comply with the Companies Act 2006. They
are also responsible for safeguarding the assets of the Group and Parent
Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
Independent auditors' report
To the members of Comptoir Group PLC
Opinion
We have audited the financial statements of Comptoir Group PLC (the 'Parent
Company') and its subsidiaries (the 'Group') for the period ended 29 December
2024 which comprise the Consolidated Statement of Comprehensive Income, the
Consolidated and Parent Company Balance Sheet, the Consolidated Statements of
Changes in Equity, the Consolidated Statement of Cash Flows and notes to the
financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of
the Group's financial statements is applicable law and UK-adopted
International Accounting Standards. The financial reporting framework that has
been applied in the preparation of the Parent Company's financial statements
is FRS 102 'The Financial Reporting Standard applicable in the UK and Republic
of Ireland' (United Kingdom Generally Accepted Accounting Practice) and in
accordance with the provisions of the Companies Act 2006.
In our opinion:
· the financial statements give a true and fair view of the state of
the Group's and of the Parent Company's affairs as at 29 December 2024 and of
the Group's loss for the period then ended;
· the Group financial statements have been properly prepared in
accordance with UK-adopted International Accounting Standards and in
accordance with the requirements of the Companies Act 2006; and
· the Parent Company financial statements have been properly prepared
in accordance with FRS 102 (United Kingdom Generally Accepted Accounting
Practice) and as applied in accordance with the provisions of the Companies
Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing
(UK) (ISAs (UK)) and applicable law. Our responsibilities under those
standards are further described in the Auditor's responsibilities for the
audit of the financial statements section of our report. We are independent of
the Group and Parent Company in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have fulfilled
our other ethical responsibilities in accordance with these requirements. We
believe that the audit evidence we have obtained is sufficient and appropriate
to provide a basis for our opinion.
Conclusions relating to going concern
In auditing the financial statements, we have concluded that the Director's
use of the going concern basis of accounting in the preparation of the
financial statement is appropriate.
Our evaluation of the Director's assessment of the entity's ability to
continue to adopt the going concern basis of accounting included:
Evaluation of Management Assessment
· Assessing the transparency and the completeness and accuracy of the
matters covered in the going concern disclosure by evaluating management's
cashflow projections for the forecast period and challenging the underlying
assumptions.
· We obtained budgets and cashflow forecasts, reviewed the methodology
behind these, ensured arithmetically correct and challenged the assumptions.
· We obtained post period end trading results and compared these to
budget to ensure budgeting is reasonable and results are in line with
expectations.
· Evaluated the key assumptions in the forecast, which were consistent
with our knowledge of the business and considered whether these were supported
by the evidence we obtained.
· Discussed plans for the Group going forward with management, ensuring
these had been incorporated into the budgeting and would not have an impact on
the going concern status of the Group.
· Compared the prior period forecast against current period actual
performance to assess management's ability to forecast accurately.
· We have assessed the sensitivity of the forecasts to a decrease in
budgeted profit for the forecast period and the resulting impact on the cash
position.
· We also reviewed the disclosures relating to going concern basis of
preparation and found that these provided an explanation of the Directors'
assessment that was consistent with the evidence we obtained.
Key observations:
The Group incurred a loss of £1.94m in the 52 weeks to 29 December 2024 (loss
for the 52-week period to 31 December 2023 of £1.60m). They generated net
cash from operating activities of £5.26m in the 52 weeks to 29 December 2024
(£2.25m in the 52 weeks to 31 December 2023) and had a cash balance of
£5.97m as at 29 December 2024 (£7.05m as at 31 December 2023).
Clear and full disclosure of the facts and the Directors' rationale for the
use of the going concern basis of preparation, is a key financial statement
disclosure and so was the focus of our audit in this area. Auditing standards
require that to be reported as a key audit matter.
Based on the work we have performed, we have not identified any material
uncertainties relating to events or conditions that, individually or
collectively, may cast significant doubt on the Group's ability to continue as
a going concern for a period of at least twelve months from when the financial
statements are authorised for issue.
Our responsibilities and the responsibilities of the Directors with respect to
going concern are described in the relevant sections of this report.
Our approach to the audit
As part of designing our audit, we determined materiality and assessed the
risks of material misstatement in the financial statements. In particular, we
looked at where the Directors made subjective judgements, for example in
respect of significant accounting estimates that involved making assumptions
and considering future events that are inherently uncertain, in respect of the
going concern review and impairment review of property, plant and equipment
and right-of-use assets of the Parent Company and the Group.
We tailored the scope of our audit to ensure that we performed enough work to
be able to give an opinion on the financial statements as a whole, taking into
account an understanding of the structure of the Parent Company and the Group,
their activities, the accounting processes and controls, and the industry in
which they operate. Our planned audit testing was directed accordingly and was
focused on areas where we assessed there to be the highest risk of material
misstatement.
Our Group audit scope includes all of the Group companies. At the Group level,
we also tested the consolidation procedures. The audit team met and
communicated regularly throughout the audit with the Group finance team in
order to ensure we had a good knowledge of the business of the Group. During
the audit we reassessed and re-evaluated audit risks and tailored our approach
accordingly.
The audit testing included substantive testing on significant transactions,
balances and disclosures, the extent of which was based on various factors
such as our overall assessment of the control environment, the effectiveness
of controls and the management of specific risk.
We communicate with those charged with governance regarding, among other
matters, the planned scope and timing of the audit and significant findings,
including any significant deficiencies in internal control that we identify
during the audit.
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were
of most significance in our audit of the financial statements of the current
period and include the most significant assessed risks of material
misstatement (whether or not due to fraud) we identified, including those
which had the greatest effect on: the overall audit strategy, the allocation
of resources in the audit; and directing the efforts of the engagement team.
These matters were addressed in the context of our audit of the Group and
Parent Company financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters. This is
not a complete list of all risks identified during our audit. Going concern is
a significant key audit matter and is described above. In arriving at our
audit opinion above, the other key audit matters were as follows:
Key audit matters (applicable to the Group) How our audit addressed the key audit matters
Revenue recognition Our audit work included, but was not restricted to:
The Group recognises revenue for services and goods provided in the Group's
restaurants (excluding value added tax and gratuities left by customers for
the benefit of employees) and is recognised at the point of sale. It should be · Performing transaction testing from the nominal ledger to the source
ensured that any gratuities left by customers, which are due to the staff, are documents on a sample of sales transactions to test the occurrence and at the
not recognised as revenue. same time test the accuracy of the correct treatment of the service charges
and the Tronc system.
Service charges/tips are distributed between those who are eligible via the
Tronc system and through wages. Those eligible for service charges include all · Test of sales recorded around the financial period end to determine
employees who have any contact with a customer or any form of influence over if recorded in the correct accounting period to gain assurance on the cut off
revenue growth. Therefore, some head office staff also receive a share of assertion.
service charges.
· Documenting our understanding of the systems and controls around the
Revenue is a key driver of the business and is made up of a high number of recording of revenue and testing the design effectiveness and implementation
individual low value transactions therefore in respect of services provided of such controls.
there is a risk that revenue is recorded inappropriately relative to the
provision of underlying services.
· We carried out detailed substantive analytical procedures on sales.
We therefore identified the risk over the occurrence assertion relating to
revenue recognition as a significant risk, which was one of the most
significant risks of material misstatement. · We have assessed whether revenue was accounted for in accordance with
the stated accounting policy on revenue.
The Group's accounting policy on revenue recognition is shown in Significant
Accounting Policies for the consolidated financial statements and related
disclosures are included in note 3.
Key observations
We have not found any issues or errors involving sales and are therefore
satisfied we have assurance over sales recognition and treatment.
Impairment of property, plant and equipment and right-of-use assets We assessed Management's process for identifying sites with a potential
impairment and the impairment review process and performed analysis to
Property, plant and equipment and right-of-use assets are significant assets challenge their assumptions on impairments and considered the level of
on the Group's balance sheet with a combined net book value of £24.1m at 29 impairments made in the period.
December 2024 (31 December 2023: £25.6m (restated)). The balance is primarily
comprised of leasehold buildings and fixtures, fittings and equipment to
support the Group's restaurants. The assets are at risk of potential
impairment due to the Group operating in a competitive industry. The estimated Our audit work included, but was not restricted to, the following:
recoverable amount of these balances is subjective due to the inherent
uncertainty involved in forecasting and discounting the related future cash
flows.
• Evaluating Management's assessment of forecasted cash flows
site-by site and challenging Management on significant movements in forecasted
cash flows on a restaurant by restaurant basis compared to historic
At each reporting date Management has undertaken an assessment of the carrying performance.
value of these assets and, where there are indicators of impairment in
accordance with IAS 36 'Impairment of assets', has carried out an impairment
review by reference to external market factors and discounted cash flows in
relation to cash generating units that include these assets. • Testing the accuracy of management's 2024 forecasts against the
actual results.
The assessment was based on the future cash flows of each site using a
discounted cash flow model (being the 'value in use'). The higher of these • Assessing Management's forecasted cash flows that feed into the
amounts, being the recoverable amount, was then compared to the carrying value discounted cash flow model and challenging assumptions around this with
of fixed assets for that restaurant. reference to historic results, market trends and future expectations and
tested mathematical accuracy.
Significant management judgement and estimation uncertainty is involved in
this area, where the primary inputs are: • Challenging the appropriateness of Management's assumptions
including the growth and discount rates.
• Estimating cash flow forecasts; and
• Selecting an appropriate discount rate.
• Assessing the sensitivity of the value in use for each restaurant
by sensitising the key assumptions in the impairment calculation.
This area has been recognised by the Board as a critical accounting judgement
and estimate, refer to Principal Accounting Policies - Critical accounting
judgements and key sources of estimation uncertainty and note 11 - Property, • We held discussions with Management to challenge the impairments
Plant and Equipment. There is also a risk that Management may unduly influence on those restaurants where: the headroom before impairment was low and the
the significant judgements and estimates in respect of the requirement for an forecast growth in cash flows was high.
impairment provision.
• Assessing the adequacy of disclosures in the financial statements
Given the value of the tangible fixed assets and the performance of some against the requirement of IAS 36 'Impairment of assets'.
restaurants over the period, we consider this to be a significant risk, which
was one of the most significant risks of material misstatement.
The Group's accounting policy on the impairment of Property, plant and
equipment and right-of-use assets is shown in Principal Accounting Policies
for the consolidated financial statements and related disclosures are included
in note 11.
Key observations
As a result of our testing, we concluded that impairment losses of £620k (31
December 2023: £nil) for right-of-use assets, £324k for property, plant and
equipment (31 December 2023: £83k), in respect of two closed restaurants for
the period to be appropriate, and the valuation of the tangible fixed assets
to be accounted for in accordance with the Group's accounting policies and IAS
36 'Impairment of assets'.
Recognition and subsequent measurement of Right-of-use assets and lease Our audit work included, but was not restricted to:
liabilities
Right-of-use assets and lease liabilities are significant assets and
liabilities on the Group's balance sheet with a carrying amount of £15.6m at · Recalculated the right-of-use asset and lease liability for each
29 December 2024 (31 December 2023: £18.1m (restated)) and £21.3m (31 leasehold restaurant as at period end and operating leases identified had
December 2023: £22.3m (restated)). prior period misstatements.
The Group has entered leases arrangements in respect of the operating leases · Agreed the lease terms of all operating leases to their underlying
of the Group's restaurants and accounted for it in accordance with IFRS 16 lease agreements.
'Leases'.
· Evaluated the discount rate used in the lease liability calculation
At the commencement of the leases (the date the underlying asset is available and reviewed whether it is in accordance with IFRS 16. The rate used is based
for use), right-of-use assets and lease liability are recognised at the on the Group's incremental borrowing rate on commencement of the lease.
present value of lease payments to be made over the lease term in accordance
with IFRS 16.
· Reviewed whether the overall accounting treatment is in accordance
with IFRS 16.
If there is change in the lease term, the lease liability shall be remeasured
by discounting the revised lease payments using a revised discount rate.
· Reviewed those leases with modifications or rent reviews and assessed
the appropriateness of the discount rates applied.
A degree of judgement is involved in assessing the lease period (exercise of
extension and termination options in the operating lease), and determining
the discount rates applied at initial measurement and reassessment of revised
leases when accounting for right-of-use assets and lease liabilities in Key observations
accordance with IFRS 16, it is considered a high risk area.
During the period, it was identified that certain historical rent increases
resulting from indexation or rent review clauses embedded in the original
lease agreements had been treated incorrectly as lease modifications rather
than remeasurement in accordance with IFRS 16. This led to an understatement
of both the right-of-use assets as well as the lease liability due to
incorrect discount rates being applied. In addition, the Group's had not
accounted for the operating lease arrangement of its restaurant in Southbank
in the Group's financial statements for the period ended 31 December 2023,
despite being executed and available for use prior to the financial year-end
then.
This led to an understatement in both the right-of-use asset and lease
liability as at 31 December 2023 and a restatement of the comparative balance
sheet. The impact on the income statement in the comparative period ended 31
December 2023 was however deemed immaterial.
For details of the above, please refer to Note 1 to the Group's consolidated
financial statements.
The Group's accounting policy on right-of-use assets and lease liability is
shown in Principal Accounting Policies for the consolidated financial
statements and related disclosures are included in notes 11 and 27.
As a result of our testing and subsequent proposed audit adjustments, we
concluded that the valuation of right-of-use assets and lease liabilities as
at 29 December 2024 and restatement of the respective balances as at 31
December 2023 are accounted for in accordance with the Group's accounting
policies and IFRS 16 'Leases'.
Our application of materiality
The scope and focus of our audit was influenced by our assessment and
application of materiality. We apply the concept of materiality both in
planning and performing our audit, and in evaluating the effect of
misstatements on our audit and on the financial statements.
We define financial statement materiality as the magnitude by which
misstatements, including omissions, could reasonably be expected to influence
the economic decisions taken on the basis of the financial statements by
reasonable users.
In order to reduce to an appropriately low level the probability that any
misstatements exceed materiality, we use a lower materiality level,
performance materiality, to determine the extent of testing needed.
Importantly, misstatements below these levels will not necessarily be
evaluated as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their occurrence, when
evaluating their effect on the financial statements as a whole.
Group Parent
Overall materiality We determined materiality for the financial statements as a whole to be We have determined Parent Company materiality to be £286,000 (31 December
£519,000 (31 December 2023: £472,000). 2023: £231,000).
How we determine it Based on a benchmark of 1.5% of revenue for the period. Based on a benchmark of 3% of gross assets.
Rationale for benchmark applied Due to the volatility of profits/losses before tax, total revenues for the As the company is a holding company materiality was based on gross assets, in
period has been determined to be the most appropriate benchmark. line with the previous year's calculation.
Performance materiality On the basis of our risk assessment, together with our assessment of the Performance materiality for the Parent Company was set at 70% of financial
Group's control environment, our judgement is that performance materiality for statement materiality, for the same reasons as for the Group, being £200,200
the financial statements should be 70% of materiality and was set at £363,300 (31 December 2023: 161,700).
(31 December 2023: £330,400).
Specific materiality A lower materiality has been used for the cash element of Directors' A lower materiality has been used for the cash element of Directors'
remuneration, being £2,000. remuneration, being £2,000.
Reporting threshold
We agreed with the Audit Committee that we would report to them all
misstatements over £25,950 (5% of Group materiality) identified during the
audit, as well as differences below that threshold that, in our view, warrant
reporting on qualitative grounds. We also report to the Audit Committee on
disclosure matters that we identified when assessing the overall presentation
of the financial statements.
Other information
The other information comprises the information included in the annual report
other than the financial statements and our auditors' report thereon. The
Directors are responsible for the other information contained within the
annual report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly stated in our
report, we do not express any form of assurance conclusion thereon.
Our responsibility is to read the other information and, in doing so, consider
whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or otherwise
appears to be materially misstated. If we identify such material
inconsistencies or apparent material misstatements, we are required to
determine whether this gives rise to a material misstatement in the financial
statements themselves.
If, based on the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of the audit:
· the information given in the strategic report and the Directors'
report for the financial period for which the financial statements are
prepared is consistent with the financial statements; and
· the strategic report and the Directors' report have been prepared in
accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and Parent
Company and its environment obtained in the course of the audit, we have not
identified material misstatements in the strategic report or the Directors'
report.
We have nothing to report in respect of the following matters in relation to
which the Companies Act 2006 requires us to report to you if, in our opinion:
· adequate accounting records have not been kept by the Group and
Parent Company, or returns adequate for our audit have not been received from
branches not visited by us; or
· the Group and Parent Company financial statements are not in
agreement with the accounting records and returns; or
· certain disclosures of Directors' remuneration specified by law are
not made; or
· we have not received all the information and explanations we require
for our audit.
Responsibilities of Directors
As explained more fully in the statement of Directors' responsibilities, the
Directors are responsible for the preparation of the financial statements and
for being satisfied that they give a true and fair view, and for such internal
control as the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the Directors are responsible for
assessing the Group's and the Parent Company's ability to continue as a going
concern, disclosing, as applicable, matters related to going concern and using
the going concern basis of accounting unless the Directors either intend to
liquidate the group or Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial
statements as a whole are free from material misstatement, whether due to
fraud or error, and to issue an auditor's report that includes our opinion.
Reasonable assurance is a high level of assurance, but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will always detect a material
misstatement when it exists. Misstatements can arise from fraud or error and
are considered material if, individually or in the aggregate, they could
reasonably be expected to influence the economic decisions of users taken on
the basis of these financial statements.
The extent to which our procedures are capable of detecting irregularities,
including fraud is detailed below:
Based on our understanding of the Group and Parent Company and the industry in
which it operates, we identified that the principal risks of non-compliance
with laws and regulations related to UK Tax Legislation, pension legislation,
employment and health and safety regulations and anti-bribery, corruption and
fraud and we considered the extent to which non-compliance might have a
material effect on the financial statements. We also considered those laws and
regulations that have a direct impact on the preparation of the financial
statements such as the Companies Act 2006 and the Quoted Companies Alliance.
We evaluated management's incentives and opportunities for fraudulent
manipulation of the financial statements (including the risk of override of
controls), and determined that the principal risks were related management
bias in accounting estimates and inappropriate journal entries to revenue.
Audit procedures performed included: review of the financial statement
disclosures to underlying supporting documentation, review of legal fees in
the period and enquiries of management in so far as they related to the
financial statements, and testing of journals and evaluating whether there was
evidence of bias by the Directors that represented a risk of material
misstatement due to fraud.
There are inherent limitations in the audit procedures described above and the
further removed non-compliance with laws and regulations is from the events
and transactions reflected in the financial statements, the less likely we
would become aware of it. Also, the risk of not detecting a material
misstatement due to fraud is higher than the risk of not detecting one
resulting from error, as fraud may involve deliberate concealment by, for
example, forgery or intentional misrepresentations, or through collusion.
A further description of our responsibilities for the audit of the financial
statements is located on the Financial Reporting Council's website at
www.frc.org.uk/auditorsresponsibilities
(http://www.frc.org.uk/auditorsresponsibilities) . This description forms part
of our auditor's report.
Use of our report
This report is made solely to the Parent Company's members, as a body, in
accordance with part 3 of Chapter 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Parent Company's members
those matters we are required to state to them in an auditor's report and for
no other purpose. To the fullest extent permitted by law, we do not accept or
assume responsibility to anyone other than the Parent Company and the Parent
Company's members as a body, for our audit work, for this report, or for the
opinions we have formed.
James Astley (Senior Statutory Auditor)
For and on behalf of UHY Hacker Young
Chartered Accountants and Statutory Auditor
UHY Hacker Young LLP
4 Thomas More Square
London E1W 1YW
19 May 2025
Consolidated statement of comprehensive income
For the period ended 29 December 2024
Notes Period ended 29 December 2024 Period ended 31 December 2023
£'000 £'000
Revenue 3 34,619 31,481
Cost of sales (6,806) (6,761)
Gross profit 27,813 24,720
Distribution expenses (13,975) (12,625)
Administrative expenses (14,723) (12,866)
Other income 3 54 51
Operating loss 4 (831) (720)
Finance costs 7 (1,245) (1,019)
Finance income 7 152 94
Loss before tax (1,924) (1,645)
Taxation (expense) / credit 8 (19) 46
Loss for the period (1,943) (1,599)
Other comprehensive income - -
Total comprehensive loss for the period (1,943) (1,599)
Basic loss per share (pence) 9 (1.58) (1.30)
Diluted loss per share (pence) 9 (1.58) (1.30)
All of the above results are derived from continuing operations. Loss for the
period and total comprehensive loss for the period is entirely attributable to
the equity shareholders of the Group.
Consolidated balance sheet
At 29 December 2024
(Restated)*
Notes 29 December 2024 31 December 2023
£'000 £'000
Assets
Non-current assets
Intangible assets 10 7 7
Property, plant and equipment 11 8,431 7,487
Right-of-use assets 11 15,631 18,063
24,069 25,557
Current assets
Inventories 13 518 521
Trade and other receivables 14 1,367 869
Cash and cash equivalents 5,971 7,049
7,856 8,439
Total assets 31,925 33,996
Liabilities
Current liabilities
Borrowings 16 (600) (600)
Trade and other payables 15 (6,972) (5,965)
Lease liabilities 27 (3,082) (2,565)
(10,654) (9,130)
Non-current liabilities
Borrowings 16 (400) (1,000)
Provisions for liabilities 17 (790) (389)
Lease liabilities 27 (18,193) (19,744)
Deferred tax liabilities 18 (355) (226)
(19,738) (21,359)
Total liabilities (30,392) (30,489)
Net assets 1,533 3,507
Equity
Share capital 19 1,227 1,227
Share premium 10,050 10,050
Other reserves 20 145 176
Retained losses (9,889) (7,946)
Total equity 1,533 3,507
*Refer to Note 1 for detail regarding the restatement as a result of prior
period misstatement.
The financial statements of Comptoir Group PLC (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
19 May 2025 and were signed on its behalf by:
Richard Kleiner - Chair
Consolidated statement of changes in equity
For the period ended 29 December 2024
Notes Share capital Share premium Other reserves Retained losses Total equity
£'000 £'000 £'000 £'000 £'000
At 2 January 2023 1,227 10,050 145 (6,669) 4,753
Correction of Prior Period Misstatement 1 - - - 322 322
Restated Total Equity at the beginning of the financial year 1,227 10,050 145 (6,347) 5,075
Total comprehensive income
Loss for the period - - - (1,599) (1,599)
Transactions with owners
Share-based payments 22 - - 31 - 31
At 31 December 2023 (Restated*) 1,227 10,050 176 (7,946) 3,507
At 1 January 2024 1,227 10,050 176 (7,946) 3,507
Total comprehensive income
Loss for the period - - - (1,943) (1,943)
Transactions with owners
Share-based payments 22 - - (31) - (31)
At 29 December 2024 1,227 10,050 145 (9,889) 1,533
*Refer to Note 1 for detail regarding the restatement as a result of prior
period misstatement.
Consolidated statement of cash flows
For the period ended 29 December 2024
Notes Period ended 29 December 2024 Period ended 31 December 2023
£'000 £'000
Operating activities
Cash inflow from operations 23 5,116 2,289
Interest paid (121) (137)
Interest received 152 94
Tax refund 110 -
Net cash from operating activities 5,257 2,246
Investing activities
Purchase of property, plant & equipment 11 (2,574) (1,280)
Net cash used in investing activities (2,574) (1,280)
Financing activities
Payment of lease liabilities 27 (4,161) (3,247)
Lease incentive received 27 1,000 -
Bank loan repayments 24 (600) (600)
Net cash used in financing activities (3,761) (3,847)
Decrease in cash and cash equivalents (1,078) (2,881)
Cash and cash equivalents at beginning of period 7,049 9,930
Cash and cash equivalents at end of period 5,971 7,049
Principal accounting policies for the consolidated financial statements
For the period ended 29 December 2024
Reporting entity
Comptoir Group Plc (the "Company") is a company incorporated and registered in
England and Wales, with a company registration number of 07741283. The address
of the Company's registered office is 6th Floor, Winchester House, 259-269 Old
Marylebone Road, London, NW1 5RA. The consolidated financial statements
comprise of the Company and its subsidiaries (together referred to as the
"Group").
Statement of compliance
The consolidated financial statements have been prepared in accordance with
UK-adopted International Financial Reporting Standards and its interpretations
adopted by the International Accounting Standards Board (IASB). The parent
company financial statements have been prepared using United Kingdom
Accounting Standards including FRS 102 'The financial reporting standard
applicable in the UK and Republic of Ireland' and are set out on pages 77 to
85 of the 2024 Annual Report.
Basis of preparation
These consolidated financial statements for the period ended 29 December 2024
are prepared in accordance with UK-adopted International Accounting Standards.
The accounting period for the Group runs to the closest Sunday to 31 December
each year. The consolidated financial statements for the current period have
been prepared to 29 December 2024 and the comparative period to 31 December
2023.
The financial statements are presented in Pound Sterling (£), which is both
the functional and presentational currency of the Group and Company. All
amounts are rounded to the nearest thousand pounds (£'000), except where
otherwise indicated.
The Group and Parent Company financial statements have been prepared on the
historical cost convention as modified for certain financial instruments,
which are stated at fair value. Non-current assets are stated at the lower of
carrying amount and fair value less costs to sell.
Use of non-GAAP profit and loss measures
The Group believes that along with operating profit, the 'Adjusted EBITDA'
provides additional guidance to the statutory measures of the performance of
the business during the financial year. Adjusted profit from operations is
calculated by adding back depreciation, amortisation, impairment of assets,
finance costs, preopening costs and certain non-recurring or non-cash items.
Adjusted EBITDA is an internal measure used by management as they believe it
better reflects the underlying performance of the Group beyond generally
accepted accounting principles.
Adjusted Net Cash, a non-GAAP measure, is a metric used by the Board to review
the capital position of the Group after adjusting for non-recurring
fluctuations to Net Cash. The metric is presented pre IFRS-16 and as such
lease liabilities are not considered an adjustment to net debt.
Going concern basis
In assessing the going concern position of the Group for the consolidated
financial statements for the period ended 29 December 2024, the Directors have
considered the Group's cash flow, liquidity and business activities.
Prevailing market conditions, including cost of living rises & economic
uncertainty, and their impact on guest confidence to spend has been considered
as part of the Group's adoption of the going concern basis. Although trading
was impacted over this period, the Group's underlying trading remained
positive, and we've continued with selective investment to continually be able
to embrace market growth.
The Group maintains cash & cash equivalents of £6.0m as at the start of
the current accounting period, which sets us apart from many other operators
in our sector.
The Directors have considered the current business model, strategies and
principal risks and uncertainties. Based on the Group's cash flow forecasts
and projections, the Board is satisfied that the Group will be able to operate
for the foreseeable future. In making this assessment, the Directors have made
a specific analysis of the impact of current macro-economic uncertainties and
global disruption in the middle East as well as the emerging geo-political
situations arising and how they may impact the Company.
The Group's current cash & cash equivalents balance remain at £6.0m, and
the Board believes that the business has the ability to remain trading for a
period of at least 12 months from the date of signing of these financial
statements. These financial statements have therefore been prepared on the
going concern basis.
Changes in accounting standards, amendments and interpretations
At the date of authorisation of the consolidated financial statements, the
following amendments to Standards and Interpretations issued by the IASB that
are effective for an annual period that begins on or after 1 January 2024.
These have not had any material impact on the amounts reported for the current
and prior periods.
Standard or
Interpretation
Effective Date
IFRS 16 - Lease Liability in a Sale and Leaseback
1 January 2024
IAS 1 - Non-current Liabilities with
Covenants
1 January 2024
IAS 1 - Classification of Liabilities as Current or Non-current
1 January 2024
IAS 7 - Supplier Finance Arrangements
1 January
2024
New and revised Standards and Interpretations in issue but not yet effective
At the date of authorisation of these financial statements, the Group has not
early adopted any of the following amendments to Standards and Interpretations
that have been issued but are not yet effective:
Standard or
Interpretation
Effective Date
IAS 21 - Lack of
Exchangeability
1 January 2025
IFRS 18 - Presentation and Disclosure in Financial Statements
1 January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
1 January 2027
As yet, none of these have been endorsed for use in the UK and will not be
adopted until such time as endorsement is confirmed. The Directors do not
expect any material impact as a result of adopting standards and amendments
listed above in the financial year they become effective.
Significant accounting policies
The accounting policies set out below have been applied consistently to all
periods presented in the historical consolidated financial statements, unless
otherwise indicated.
(a) Basis of consolidation
These financial statements consolidate the financial statements of the Company
and all of its subsidiary undertakings drawn up to 29 December 2024.
Subsidiaries are entities controlled by the Company. Control exists when the
Company has the power, directly or indirectly, to govern the financial and
operating policies of an entity so as to obtain benefits from its activities.
In assessing control, potential voting rights that presently are exercisable
or convertible are taken into account, regardless of management's intention to
exercise that option or warrant. The financial statements of subsidiaries are
included in the consolidated financial statements from the date that control
commences until the date the control ceases.
The cost of an acquisition is measured as the fair value of the assets given,
equity instruments issued and liabilities incurred or assumed at the date of
exchange, plus costs directly attributable to the acquisition. Identifiable
assets acquired and liabilities and contingent liabilities assumed are
measured initially at their fair values at the acquisition date, irrespective
of the extent of any minority interest. The excess of the cost of acquisition
over the fair value of the identifiable net assets acquired is recorded as
goodwill.
All intra-group balances, transactions, income and expenses and profits and
losses resulting from intra-group transactions are eliminated fully on
consolidation. The gain or loss on disposal of a subsidiary company is the
difference between net disposals proceeds and the Group's share of its net
assets together with any goodwill and exchange differences.
(b) Foreign currency translation
Functional and presentational currency
Items included in the financial results of each of the Group entities are
measured using the currency of the primary economic environment in which the
entities operate (the functional currency). The consolidated financial
statements are presented in Pounds Sterling ("£") which is the Company's
functional and operational currency.
Transactions and balances
Foreign currency transactions are translated into the functional currency
using the exchange rates prevailing at the dates of the transactions. Foreign
exchange gains and losses resulting from the settlement of such transactions
and from the translation at year end exchange rates of monetary assets and
financial liabilities denominated in foreign currencies are recognised in the
statement of comprehensive income.
(c) Financial instruments
Financial assets and financial liabilities are measured initially at fair
value plus transactions costs. Financial assets and financial liabilities are
measured subsequently as described below.
Financial assets
The Group classifies its financial assets as 'loans and receivables'. The
Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired.
Loans and receivables are non-derivative financial assets with fixed and
determinable payments that are not quoted in an active market. They are
included in current assets, except for maturities greater than 12 months after
the statement of financial position date, which are classified as non-current
assets.
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest method.
The carrying value of trade and other receivables recorded at amortised cost
are reduced by allowances for lifetime estimated credit losses. Estimated
future credit losses are first recorded on the initial recognition of a
receivable and are based on the ageing of the receivable balance, historical
experience and forward looking considerations. Balances that are deemed not
collectable will be recognised as a loss in the income statement. When a trade
receivable is uncollectable, it is written off against the allowance account
for trade receivables. Subsequent recoveries of amounts previously written off
are credited to the statement of comprehensive income.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and all
substantial risks and rewards are transferred.
Financial liabilities
The Group's financial liabilities include trade and other payables. Trade
payables are recognised initially at fair value less transaction costs and
subsequently measured at amortised cost using the effective interest method
("EIR" method). Amortised cost is calculated by taking into account any
discount or premium on acquisition and fees or costs that are an integral part
of the EIR. The EIR amortisation is included in finance costs in the statement
of comprehensive Income.
A financial liability is derecognised when it is extinguished, discharged,
cancelled or expires.
(d) Property, plant and equipment
Items of property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing balance basis
and on a straight-line basis over the estimated useful lives of corresponding
items of property, plant and equipment:
Land and buildings Leasehold
Over the length of the lease
Plant and machinery 15% on
reducing balance
Fixture, fittings and equipment 10%
on reducing balance
The carrying values of plant and equipment are reviewed at each reporting date
to determine whether there are any indications of impairment. If any such
indication exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised in the
Statement of Comprehensive Income.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each statement of financial position date. Gains and losses on
disposals are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive Income.
(e) Intangible assets - Goodwill
All business combinations are accounted for by applying the acquisition
method. Goodwill represents amounts arising on acquisition of subsidiaries,
associates and joint ventures. Goodwill represents the difference between the
cost of the acquisition and the fair value of the net identifiable assets
acquired.
Goodwill is stated at cost less any accumulated impairment losses. Goodwill is
allocated to cash generating units and is formally tested for impairment
annually, thus is not amortised. Any excess of fair value of net assets over
consideration on acquisition are recognised directly in the income statement.
(f) Inventories
Inventories are stated at the lower of costs and net realisable value. Cost
comprises direct materials, and those direct overheads that have been incurred
in bringing the inventories to their present location and condition.
Net realisable value is the estimated selling price less all estimated costs
of completion and costs to be incurred in marketing, selling and distribution.
(g) Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, deposits held
at call with banks and other short-term highly liquid investments with
original maturities of three months or less. Bank overdrafts that are
repayable on demand are included within borrowings in current liabilities on
the balance sheet.
For the purpose of the statement of cash flows, cash and cash equivalents
consist of cash and cash equivalents as defined above, net of outstanding bank
overdrafts.
(h) Share-based payments
The Group's share option programme allows Group employees to acquire shares of
the Company and all options are equity-settled. The fair value of options
granted is recognised as an employee expense with a corresponding increase in
equity. The fair value is measured at grant date and spread over the period
during which the employees become unconditionally entitled to the options. The
fair value of the options granted is measured using the Black-Scholes model,
taking into account the terms and conditions upon which the options were
granted. The amount recognised as an expense is adjusted to reflect the actual
number of share options that vest.
(i) Provisions for liabilities
A provision is recognised in the balance sheet when the Group has a present
legal or constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to settle the
obligation.
The amount recognised as a provision is the best estimate of the consideration
required to settle the present obligation at the end of the reporting period,
taking into account the risks and uncertainties surrounding the obligation.
Where the effect of the time value of money is material, the amount expected
to be required to settle the obligation is recognised at present value using a
pre-tax discount rate. The unwinding of the discount is recognised as a
finance cost in the income statement in the period it arises.
(j) Deferred tax and current tax
Current income tax assets and liabilities for the current period are measured
at the amount expected to be recovered or paid to the taxation authorities. A
provision is made for corporation tax for the reporting period using the tax
rates that have been substantially enacted for the company at the reporting
date.
Current income tax relating to items recognised directly in equity is
recognised in equity and not in the Statement of Comprehensive Income.
Deferred income tax is provided in full on a non-discounted basis, using the
liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the consolidated
financial statements. Deferred income tax is determined using tax rates (and
laws) that have been enacted or substantially enacted by the statement of
financial position date and are expected to apply when the related deferred
income tax asset is realised or the deferred income tax liability is settled.
Deferred income tax assets are recognised to the extent that it is probable
that future taxable profit will be available against which the temporary
differences can be utilised.
(k) Leases
Right-of-use assets
Right-of-use assets are recognised at the commencement date of the lease
(i.e., the date the underlying asset is available for use). Initially,
right-of-use assets are measured at cost, less any accumulated depreciation
and impairment losses and adjusted for any remeasurement of lease liabilities.
The cost of right-of-use assets includes the amount of lease liabilities
recognised, initial direct costs incurred, and lease payments made at or
before the commencement date less any lease incentives received. Subsequently,
right-of-use assets are depreciated on a straight-line basis over the shorter
of its estimated useful life and the lease term.
Lease liabilities
At the commencement date of the lease, the lease liabilities recognised are
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed payments less any lease incentives
receivable, variable lease payments that depend on an index or a rate, and
amounts expected to be paid under residual value guarantees. The lease
payments also include the exercise price of a purchase option reasonably
certain to be exercised by the Group and payments of penalties for terminating
a lease, if the lease term reflects the Group exercising the option to
terminate. The variable lease payments that do not depend on an index or a
rate are recognised as an expense in the period on which the event or
condition that triggers the payment occurs. In calculating the present value
of lease payments, the Group used the incremental borrowing rate at the lease
commencement.
After the commencement date, the amount of lease liabilities is increased to
account for interest and reduced for the lease payments made. In addition, the
carrying amount of lease liabilities is remeasured if there is a modification,
a change in the lease term, a change in the in-substance fixed lease payments
or a change in the assessment to purchase the underlying asset.
The Group elected to apply the practical expedient in relation to amendments
to IFRS 16: Covid-19 Related Rent Concessions. This allows a lessee to account
for any changes to their lease payments due to the effects of Covid-19 in the
Statement of Comprehensive Income rather than be treated as a lease
modification.
The practical expedient was applied consistently to all lease contracts with
similar characteristics and in similar circumstances. A resulting credit will
be recognised as income in the profit and loss for the reporting period
reflecting the changes in lease payments arising from the application of this
practical expedient.
(l) Employee benefits
Short term employee benefits
Wages, salaries, paid annual leave, paid sick leave and bonuses are recognised
as an expense in the period in which the associated services are rendered by
employees.
The Group recognises an accrual for annual holiday pay accrued by employees as
a result of services rendered in the current period, and which employees are
entitled to carry forward and use within 12 months. The accrual is measured at
the salary cost payable for the period of absence.
Pensions and other post-employment benefits
The Group pays monthly contributions to defined contribution pension plans.
The legal or constructive obligation of the Group is limited to the amount
that they agree to contribute to the plan. The contributions to the plan are
charged to the Statement of Comprehensive Income in the period to which they
relate.
Termination benefits are recognised immediately as an expense when the Group
is demonstrably committed to terminate the employment of an employee or to
provide termination benefits.
(m) Revenue
Revenue represents amounts received and receivable for services and goods
provided (excluding value added tax and discounts) and is recognised at the
point of sale. Revenue is recognised to the extent that it is probable that
the economic benefits will flow to the Group and the revenue can be reliably
measured. Revenue excludes amounts collected as gratuities and service charge.
Franchise fees are received from the Group's role as franchisor in the UK and
Middle East. Revenue comprises ongoing royalties based on the sales results of
the franchisee and up-front initial site fees.
(n) Expenses
Variable lease payments
Variable lease payments that do not depend on an index or rate and are not
in-substance fixed payments, such as rental expenses payable based on the
percentage of sales made in the period, are not included in the initial
measurement of the lease liability. These payments are recognised in the
income statement in the period in which the event or condition that triggers
those payments occurs.
Opening expenses
Property rentals and related costs incurred up to the date of opening of a new
restaurant are written off to the income statement in the period in which they
are incurred. Promotional and training costs are written off to the income
statement in the period in which they are incurred.
Financial expenses
Financial expenses comprise of interest payable on bank loans, hire purchase
liabilities and other financial costs and charges. Interest payable is
recognised on an accrual basis.
(o) Ordinary share capital
Ordinary shares are classified as equity. Costs directly attributable to the
increase of new shares or options are shown in equity as a deduction from the
proceeds.
(p) Dividend policy
In accordance with IAS 10 'Events after the Balance Sheet Date', dividends
declared after the balance sheet date are not recognised as a liability at
that balance sheet date and are recognised in the financial statements when
they have received approval by shareholders. Unpaid dividends that are not
approved are disclosed in the notes to the consolidated financial statements.
(q) Commercial discount policy
Commercial discounts represent a reduction in cost of goods and services in
accordance with negotiated supplier contracts, the majority of which are based
on purchase volumes. Commercial discounts are recognised in the period in
which they are earned and to the extent that any variable targets have been
achieved in that financial period. Costs associated with commercial discounts
are recognised in the period in which they are incurred.
(r) Operating segments
An operating segment is a component of an entity that engages in business
activities from which it may earn revenues and incur expenses (including
revenue and expenses related to transactions with other components of the same
entity), whose operating results are regularly reviewed by the entity's Chief
Operating Decision Maker to make decisions about resources to be allocated to
the segment and assess its performance, and for which discrete financial
information is available. The Chief Operating Decision Maker has been
identified as the Board of Executive Directors, at which level strategic
decisions are made.
Critical accounting judgements and key sources of estimation uncertainty
The preparation of financial statements in conformity with UK-adopted IFRS
requires management to make judgments, estimates and assumptions that affect
the application of policies and reported amounts of assets and liabilities,
income and expenses. The estimates and associated assumptions are based on
historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of
making the judgements about carrying values of assets and liabilities that are
not readily apparent from other sources. The resulting accounting estimates
may differ from the related actual results.
The estimates and underlying assumptions are reviewed on an ongoing basis.
Revisions to accounting estimates are recognised in the period in which the
estimate is revised if the revision affects only that period, or in the period
of the revision and future periods if the revision affects both current and
future periods.
In the process of applying the Group's accounting policies, management has
made a number of judgments and estimations of which the following are the most
significant. The estimates and assumptions that have a risk of causing
material adjustment to the carrying amounts of assets and liabilities within
the future financial years are as follows:
Depreciation, useful lives and residual values of property, plant &
equipment
The Directors estimate the useful lives and residual values of property, plant
& equipment in order to calculate the depreciation charges. Changes in
these estimates could result in changes being required to the annual
depreciation charges in the statement of comprehensive incomes and the
carrying values of the property, plant & equipment in the balance sheet.
Impairment of assets
The Group assesses at each reporting date whether there is an indication that
an asset may be impaired. If any such indication exists, or when annual
impairment testing for an asset is required, the Group makes an estimate of
the asset's recoverable amount. An asset's recoverable amount is the higher of
an asset's or cash-generating unit's fair value less costs to sell and its
value in use and is determined for an individual asset, unless the asset does
not generate cash inflows that are largely independent of those from other
assets or groups of assets.
Where the carrying amount of an asset exceeds its recoverable amount, the
asset is considered impaired and is written down to its recoverable amount. In
assessing value in use, the estimated future cash flows are discounted to
their present value of money and the risks specific to the asset. Impairment
losses of continuing operations are recognised in the profit or loss in those
expense categories consistent with the function of the impaired asset.
Leases
At the commencement date of property leases the lease liability is calculated
by discounting the lease payments. The discount rate used should be the
interest rate implicit in the lease. However, if that rate cannot be readily
determined, which is generally the case for property leases, the lessee's
incremental borrowing rate is used, being the rate that the individual lessee
would have to pay to borrow the funds necessary to obtain an asset of similar
value to the right-of-use asset in a similar economic environment with similar
terms, security and conditions.
The discount rate originally applied to the Group's leases under the portfolio
approach was 4%. Where there have been modifications to leases since the first
application of IFRS 16 the discount rate has been updated in line with the
incremental cost of borrowing and ranges between 2.6% to 7.75%.
Deferred tax assets
Historically, deferred tax assets had been recognised in respect of the total
unutilised tax losses within the Group. A condition of recognising this amount
depended on the extent that it was probable that future taxable profits will
be available.
Share based payments
The charge for share-based payments is calculated according to the methodology
described in note 21. The Black-Scholes model requires subjective assumptions
to be made including the volatility of the Company's share price, fair value
of the shares and the risk free interest rates.
Dilapidations
Provisions for leasehold property dilapidation repairs are recognised when the
Group has a present obligation to carry out dilapidation work on the leasehold
premises before the property is vacated. The amount recognised as a provision
is the best estimate of the costs required to carry out the dilapidations work
and is spread over the expected period of the tenancy.
Notes to the consolidated financial statements
For the period ended 29 December 2024
1. Correction of material prior period misstatements in accounting for
leases & fixed assets
In December 2024, it came to light that certain historical rent increases
resulting from indexation or rent review clauses embedded in the original
lease agreements had not been correctly factored into the IFRS 16 calculation
models. On further review of historical adjustments made when rent reviews on
other leases had occurred, it was discovered that these adjustments were
treated as lease modifications rather than remeasurements of the lease
liability. As a result, the incremental borrowing rate was incorrectly
adjusted at the date of the review or indexation. This led to an
understatement of both the right-of-use assets as well as the lease liability
and required an adjustment back to the original rate. This has required an
adjustment to the brought forward Right-of-use asset, lease liability and
opening reserves as at 2 January 2023.
In addition to the two points above, the Group's leasehold site in Southbank
was omitted from the financial statements in the prior period, despite being
executed and available for use prior to the financial year-end. The cumulative
misstatement across the Group's leases impacted was an understatement in both
the Right-of-use asset and lease liability in historical years, however there
was no material impact to the income statement in the comparative period ended
31 December 2023.
Finally, historical adjustments have been made as part of the consolidation
process to align the impairment recognised using IFRS principles, versus
impairment recognised using FRS-102 principles which are the basis of
preparation for the subsidiary's financial statements. Upon review by
management, it was discovered that there were carried forward adjustments in
the consolidated accounts for impairment on sites which had already closed,
and for which the assets had already been disposed of. The impact of the prior
period error was an understatement in property, plant and equipment and
corresponding understatement in brought forward accumulated losses.
The errors outlined above have been corrected by restating each of the
affected financial statement line items for the prior periods as follows. The
errors did not result in material prior period profit and loss misstatements
and as such no comparison to previously released results has been presented.
Notes Period ended 29 December 2024 Period ended 31 December 2023 Increase / (Decrease) as a result of restatement Period ended 31 December 2023 (Restated)
£'000 £'000 £'000 £'000
Balance Sheet (Extract)
Property, Plant & Equipment 11 8,431 6,772 715 7,487
Right-of-Use Assets 11 15,631 13,009 5,054 18,063
Trade & Other Receivables 14 1,367 1,344 (475) 869
Lease Liabilities (Current) 27 (3,082) (2,159) (406) (2,565)
Lease Liabilities (Non-Current) 27 (18,193) (15,178) (4,566) (19,744)
Net Assets 1,533 3,185 322 3,507
Accumulated Losses (9,889) (8,268) 322 (7,946)
Total Equity 1,533 3,185 322 3,507
2. Segmental analysis
The Group has only one operating segment being: the operation of restaurants
with Lebanese and Middle Eastern Offerings and one geographical segment being
the United Kingdom. The Group's brands meet the aggregation criteria set out
in paragraph 22 of IFRS 8 'Operating Segments' and as such the Group reports
the business as one reportable segment.
None of the Group's customers individually contribute over 10% of the total
revenues.
3. Revenue
29 December 2024 31 December 2023
£'000 £'000
Income for the period consists of the following:
Revenue from continuing operations 34,619 31,481
Other income not included within revenue in the income statement:
Supplier rebates 54 51
54 51
Total income for the period 34,673 31,532
4. Group operating loss
29 December 2024 31 December 2023
£'000 £'000
This is stated after charging/(crediting):
Variable lease charges* (see note 27) 368 652
Rent concessions (see note 27) - (21)
Share-based payments (credit) / expense (see note 22) (31) 31
Depreciation of property, plant and equipment (see note 11) 1,304 1,125
Depreciation of right-of-use assets (see note 11) 2,818 2,204
Impairment of assets (see note 10 & 11) 944 107
Loss on disposal of fixed assets - 9
Auditors' remuneration (see note 5) 111 105
Exceptional legal and professional fees** 188 101
Other exceptional items*** (192) -
Pre-opening & closing site costs**** 572 243
*Variable lease charges relate to additional rental expenses payable based on
selected sites achieving a certain level of turnover for the year.
**Exceptional Legal & Professional Fees related to payments and associated
fees for one off recruitment fees for senior leadership roles and contract
consultancy services.
29 December 2024 31 December 2023
£'000 £'000
One-off recruitment costs 72 78
Consultancy services 92 -
Other 24 23
Total Exceptional Legal & Professional Fees 188 101
*** Other exceptional items relate to the release of the payroll underpayment
provision recognised in prior years. Refer to Note 17 for further information.
****For the initial trading period following opening of a new restaurant, the
performance of that restaurant will be lower than that achieved by other,
similar mature restaurants. The difference in this performance, which is
calculated by reference to gross profit margins amongst other key metrics is
quantified and included within opening costs. The breakdown of opening costs,
between pre-opening costs and certain post-opening costs is shown below.
The company also incurs certain operating costs after a site has been closed,
such as labour costs involved in the exit, post-exit utilities and any
additional make-good requirements under the lease. The total site closing
costs is shown below.
29 December 2024 31 December 2023
£'000 £'000
Pre-opening costs 323 166
Closing site costs 249 77
572 243
5. Auditors' remuneration
29 December 2024 31 December 2023
£'000 £'000
Auditors' remuneration:
Fees payable to Company's auditor for the audit of its annual accounts 33 31
Other fees to the Company's auditors
The audit of the Company's subsidiaries 78 74
Total audit fees 111 105
Review of the half-year accounts - -
Total non-audit fees - -
Total auditors' remuneration 111 105
6. Staff costs and numbers
29 December 2024 31 December 2023
£'000 £'000
(a) Staff costs (including directors):
Wages and salaries:
Kitchen, floor and management wages 12,923 11,301
Apprentice Levy 50 45
Other costs:
Social security costs 1,046 886
Share-based payments (note 22) (31) 31
Pension costs (note 21) 178 161
Total staff costs 14,166 12,424
(b) Staff numbers (including directors): Number Number
Kitchen and floor staff 460 475
Management staff 133 134
Total number of staff 593 609
(c) Directors' remuneration: 29 December 2024 31 December 2023
£'000 £'000
Emoluments 530 591
Fair value of equity settled share-based payments granted during the year* 80 60
Money purchase (and other) pension contributions 3 4
Non-Executive directors' fees 131 111
Total directors' costs 744 766
Directors' remuneration disclosed above include the following amounts to the
highest paid director still in office at the end of the period:
29 December 2024 31 December 2023
£'000 £'000
Emoluments 254 240
Fair value of equity settled share-based payments granted during the year* 23 60
Money purchase (and other) pension contributions 1 1
*Share-based payments represent the grant date fair value of any options or
rights granted to directors during the financial year. This may differ to the
amounts reflected in the statement of profit and loss, given vesting periods,
probabilities of vesting and other conditions of the option or rights issues,
as well as the cumulative impact of historical rights or option issues. Refer
to Note 22 for further details.
Further details on Directors' emoluments and the executive pension schemes are
given in the Directors' report.
7. Net finance costs
29 December 2024 31 December 2023
£'000 £'000
Finance costs:
Interest on bank loans and overdraft (121) (137)
Interest on lease liabilities (1,124) (882)
(1,245) (1,019)
Finance income:
Bank interest received 152 94
152 94
Net finance costs (1,093) (925)
8. Taxation
(a) Analysis of charge in the period:
29 December 2024 31 December 2023
£'000 £'000
Current tax:
UK corporation tax on the loss for the period - -
Adjustments in respect of previous periods (110) -
Deferred tax:
Origination and reversal of temporary differences 112 352
Tax losses carried forward 17 (398)
Total tax charge / (credit) for the period 19 (46)
(b) Factors affecting the tax charge for the period:
The tax charged for the period varies from the standard rate of corporation
tax in the UK due to the following factors:
29 December 2024 31 December 2023
£'000 £'000
Loss before tax (1,924) (1,645)
Expected tax credit based on the standard rate of corporation tax in the UK of (481) (387)
25% (2023: 23.5%)
Effects of:
Depreciation on non-qualifying assets (36) (45)
Expenses not deductible for tax purposes 203 53
Adjustments in respect of previous tax periods (110) -
Tax losses utilised (17) -
Unutilised losses carried forward 331 305
Effect of change in corporation tax rate - 74
Movements in respect of deferred tax 129 (46)
Total tax charge / (credit) for the period 19 (46)
The Group has carried forward tax losses of £4,031,439 as at 29 December 2024
(31 December 2023: £2,546,922).
9. Loss per share
The basic and diluted loss per share figures are set out below:
29 December 2024 31 December 2023
£'000 £'000
Loss attributable to shareholders (1,943) (1,599)
Weighted average number of shares ('000)
For basic earnings per share 122,667 122,667
Adjustment for options outstanding 832 267
For diluted earnings per share 123,499 122,934
Pence per share Pence per share
Loss per share:
Basic (pence)
From loss for the period (1.58) (1.30)
Diluted (pence)
From loss for the period (1.58) (1.30)
Further details of the share options that could potentially dilute basic
earnings per share in the future are provided in note 22.
Diluted earnings per share is calculated by dividing the profit or loss
attributable to ordinary shareholders by the weighted average number of shares
and 'in the money' share options in issue. Share options are classified as 'in
the money' if their exercise price is lower than the average share price for
the period.
As required by IAS 33 'Earnings Per Share', this calculation assumes that the
proceeds receivable from the exercise of 'in the money' options would be used
to purchase shares in the open market in order to reduce the number of new
shares that would need to be issued. Shares that were 'in the money' as at 29
December 2024 were included as an adjustment to reflect the diluted number of
options at this date.
10. Intangible assets
Goodwill Total
£'000 £'000
Cost
At 2 January 2023 90 90
At 31 December 2023 90 90
Accumulated amortisation and impairment
At 2 January 2023 (61) (61)
Impairments (22) (22)
At 31 December 2023 (83) (83)
Net Book Value as at 2 January 2023 29 29
Net Book Value as at 31 December 2023 7 7
Goodwill Total
£'000 £'000
Cost
At 1 January 2024 90 90
At 29 December 2024 90 90
Accumulated amortisation and impairment
At 1 January 2024 (83) (83)
Impairments - -
At 29 December 2024 (83) (83)
Net Book Value as at 31 December 2023 7 7
Net Book Value as at 29 December 2024 7 7
Goodwill arising on business combinations is not amortised but is subject to
an impairment test annually which compares the goodwill's 'value in use' to
its carrying value. During the period, an impairment of £nil (31 December
2023: £21,850) was considered necessary in respect of goodwill.
11. Property, plant and equipment
Group Right-of use Assets Leasehold Land and buildings Plant and machinery Fixture, fittings & equipment Motor Vehicles Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 2 January 2023 28,597 10,371 5,093 2,991 38 47,090
Correction of Prior Period Misstatement (634) (8) (51) 51 - (642)
At 2 January 2023 (Restated*) 27,963 10,363 5,042 3,042 38 46,448
Additions (Restated*) 4,558 64 455 761 - 5,838
Disposals (Restated*) - (382) (123) (43) - (548)
Remeasurements (Restated*) 446 - - - - 446
Modifications (Restated*) - - - - - -
At 31 December 2023 (Restated*) 32,967 10,045 5,374 3,760 38 52,184
Accumulated depreciation and impairment
At 2 January 2023 (14,893) (6,820) (3,237) (1,717) (11) (26,678)
Correction of Prior Period Misstatement 2,195 506 73 145 - 2,919
At 2 January 2023 (Restated*) (12,698) (6,314) (3,164) (1,572) (11) (23,759)
Depreciation during the period (2,204) (612) (324) (183) (6) (3,329)
Disposals during the period (Restated*) - 373 123 43 - 539
Impairment during the period (2) - (43) (40) - (85)
At 31 December 2023 (Restated*) (14,904) (6,553) (3,408) (1,752) (17) (26,634)
Group Right-of use Assets Leasehold Land and buildings Plant and machinery Fixture, fittings & equipment Motor Vehicles Total
£'000 £'000 £'000 £'000 £'000 £'000
Cost
At 31 December 2023 30,108 10,352 5,548 3,752 38 49,798
Correction of Prior Period Misstatement 2,859 (307) (174) 8 - 2,386
At 1 January 2024 (Restated*) 32,967 10,045 5,374 3,760 38 52,184
Additions 1,327 1,278 286 1,008 - 3,899
Disposals (374) (70) (132) (74) - (650)
Remeasurements 110 - - - - 110
Modifications (431) - - - - (431)
At 29 December 2024 33,599 11,253 5,528 4,694 38 55,112
Accumulated depreciation and impairment
At 31 December 2023 (17,098) (7,358) (3,604) (1,940) (17) (30,017)
Correction of Prior Period Misstatement 2,194 805 196 188 - 3,383
At 1 January 2024 (Restated*) (14,904) (6,553) (3,408) (1,752) (17) (26,634)
Depreciation during the period (2,818) (687) (342) (271) (4) (4,122)
Disposals during the period 374 70 132 74 - 650
Impairment during the period (620) (126) (107) (91) - (944)
At 29 December 2024 (17,968) (7,296) (3,725) (2,040) (21) (31,050)
Net Book Value as at 31 December 2023 (Restated*) 18,063 3,492 1,966 2,008 21 25,550
Net Book Value as at 29 December 2024 15,631 3,957 1,803 2,654 17 24,062
Restatement of prior year balances
As disclosed in Note 1, management in the current year identified a number of
material prior period errors in the accounting for both right-of-use assets
and property, plant and equipment. Prior period balances have been restated
and the cumulative impact on opening accumulated losses has been adjusted for
in the comparative results. The impact of the historical misstatements on the
prior periods income statement was not material and as such no adjustments to
2023 loss for the year have been made.
Refer to Note 1 for full details of the restatement including adjusted balance
sheet and qualitative details of the errors.
Impairment testing
The right-of-use assets relates to one class of underlying assets, being the
property leases entered into for various restaurants. At each reporting date
the Group considers any indication of impairment to the carrying value of its
property, plant and equipment. The assessment is based on expected future cash
flows and value-in-use calculations are performed annually and at each
reporting date and is carried out on each restaurant as these are separate
'cash generating units' (CGU). Value-in-use was calculated as the net present
value of the projected risk-adjusted post-tax cash flows plus a terminal value
of the CGU. A pre-tax discount rate was applied to calculate the net present
value of pre-tax cash flows. The discount rate was calculated using a market
participant weighted average cost of capital. A single rate has been used for
all restaurants as management believe the risks to be the same for all
restaurants.
The recoverable amount of each CGU has been calculated with reference to its
value-in-use. The key assumptions of this calculation are shown below:
Sales growth 2%-5%
depending on the restaurants forecasted growth & remaining term
Discount rate 4.3%
Number of years projected Four years followed by a terminal value based
on the remaining lease term
Terminal growth rate 1.5%-2%
The projected sales growth was based on the Group's latest forecasts at the
time of review. The key assumptions in the cashflow pertain to revenue growth.
Management have determined that growth based on industry average growth rates
and actuals achieved historically are the best indication of growth going
forward. Management has also performed sensitivity analysis on sales inputs to
the model and noted no material sensitivities in the model.
Impairment recognised
During December 2024, the Company announced internally the intentions to close
the Kenza site, effective 31 December 2024. The site ceased trading on this
date and the recoverable amount of the assets of the CGU, comprising the
right-of-use asset and associated fit-out assets, has been assessed to be
£nil. The CGU has been fully written down at 29 December 2024. Refer to Note
29 for further details.
Subsequent to year-end, the Group closed its Comptoir Libanais site in
Bluewater. The site was reviewed for impairment at 29 December and the
recoverable amount of the CGU, comprising minor fit-out assets and the
remaining right-of-use asset, was assessed to be £nil.
Based on the review, an impairment charge of £944,221 (31 December 2023:
£85,466) was recorded for the year.
12. Subsidiaries
The subsidiaries of Comptoir Group Plc, all of which have been included in
these consolidated financial statements, are as follows:
Name Country of incorporation and principal place of business Proportion of ownership interest as at period end
2024** 2023
Timerest Limited England & Wales 100% 100%
Chabane Limited* England & Wales 100% 100%
Comptoir Franchise Limited England & Wales 100% 100%
Shawa Group Limited* England & Wales 100% 100%
Shawa Bluewater Limited* England & Wales 100% 100%
Shawa Limited England & Wales 100% 100%
Shawa Westfield Limited* England & Wales 100% 100%
Shawa Rupert Street Limited* England & Wales 100% 100%
Comptoir Stratford Limited* England & Wales 100% 100%
Comptoir South Ken Limited* England & Wales 100% 100%
Comptoir Soho Limited* England & Wales 100% 100%
Comptoir Central Production Limited* England & Wales 100% 100%
Comptoir Westfield London Limited* England & Wales 100% 100%
Levant Restaurants Group Limited* England & Wales 100% 100%
Comptoir Chelsea Limited* England & Wales 100% 100%
Comptoir Bluewater Limited* England & Wales 100% 100%
Comptoir Wigmore Limited* England & Wales 100% 100%
Comptoir Kingston Limited* England & Wales 100% 100%
Comptoir Broadgate Limited* England & Wales 100% 100%
Comptoir Manchester Limited* England & Wales 100% 100%
Comptoir Restaurants Limited England & Wales 100% 100%
Comptoir Leeds Limited* England & Wales 100% 100%
Comptoir Oxford Street Limited* England & Wales 100% 100%
Comptoir I.P. Limited* England & Wales 100% 100%
Comptoir Reading Limited* England & Wales 100% 100%
Comptoir Bath Limited* England & Wales 100% 100%
Comptoir Exeter Limited* England & Wales 100% 100%
Yalla Yalla Restaurants Limited England & Wales 100% 100%
Comptoir Haymarket Ltd* England & Wales 100% 100%
Comptoir Oxford Limited* England & Wales 100% 100%
*Dormant companies
** 52 weeks ending 29 December 2024
The registered office address for all subsidiaries is 6(th) Floor, Winchester
House, 259-269 Old Marylebone Road, London, United Kingdom, NW1 5RA.
13. Inventories
29 December 2024 31 December 2023
£'000 £'000
Finished goods and goods for resale 598 521
Less: Provision for stock obsolescence (80) -
Total inventories 518 521
14. Trade and other receivables
29 December 2024 31 December 2023 (Restated*)
£'000 £'000
Trade receivables 337 421
Other receivables 488 63
Prepayments and accrued income 542 385
Total trade and other receivables 1,367 869
Restatement of prior year balances
As disclosed in Note 1, management in the current year identified a number of
material prior period errors in the accounting for both right-of-use assets
and property, plant and equipment. A lease premium paid relating to the
Group's leasehold site in Southbank had been classified as a prepayment in the
prior year. The restatement of the prior period results has resulted in a
reduction in prepayments for the amount of the lease premium paid, now
accounted for under IFRS 16 as part of the right-of-use asset.
Refer to Note 1 for full details of the restatement including adjusted balance
sheet and qualitative details of the errors.
15. Trade and other payables
29 December 2024 31 December 2023
£'000 £'000
Trade payables 3,205 1,959
Accruals 2,241 2,600
Other taxation and social security 1,392 1,276
Other payables 134 130
Total trade and other payables 6,972 5,965
16. Borrowings
29 December 2024 31 December 2023
Amounts falling due within one year: £'000 £'000
Bank loans 600 600
Total borrowings 600 600
Amounts falling due after more than one year:
Bank loans 400 1,000
Total borrowings 400 1,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme
("CBILS") loan.
The CBILS loan is secured by way of fixed charges over the assets of various
Group companies. The CBIL loan of £1,000,000 (31 December 2023: £1,600,000)
represent amounts repayable within one year of £600,000 (31 December 2023:
£600,000) and £400,000 (31 December 2023: £1,000,000) repayable in more
than one year. The bank loan has a six-year term with maturity date in 2026.
The loan has an initial interest free period of 12 months followed by a rate
of interest of 2.5% over the Bank base rate.
17. Provisions for liabilities
29 December 2024 31 December 2023
£'000 £'000
Provisions for leasehold property dilapidations 440 197
Provision for restructuring 350 -
Provisions for payroll pension costs - 192
Total provisions 790 389
Movements on provisions: £'000 £'000
At beginning of period 389 362
Provision in the period (net of releases) 401 27
At end of period 790 389
Provisions for leasehold property dilapidation repairs are recognised when the
Group has a present obligation to carry out dilapidation repair work on the
leasehold premises before the property is vacated. The amount recognised as a
provision is the best estimate of the costs required to carry out the
dilapidations work and is spread over the expected period of the tenancy.
The payroll provision in the prior year relates to a one-off provision as a
result of a review of the current pension scheme in place as part of a planned
transition to Payroll Bureau services. Management has assessed that it is no
longer probable that an outflow of resources will be required to settle the
obligation and as such have released the provision recognised in prior
periods. Refer to Note 31 for further details.
The restructure provision represents the expected costs associated with an
announced site closure which was communicated prior to the financial year-end
but not expected to be settled until after the financial year-end. The amount
recognised as a provision is the best estimate of the direct costs associated
with the closure including site restoration costs and associated redundancies.
Refer to Note 29 for further details.
18. Deferred taxation
Deferred tax assets and liabilities are offset where the Group or Company has
a legally enforceable right to do so. The following is the analysis of the
deferred tax balances (after offset) for financial reporting purposes:
Group Liabilities Liabilities Assets Assets
29 December 2024 31 December 2023 29 December 2024 31 December 2023
£'000 £'000 £'000 £'000
Accelerated capital allowances (816) (708) - -
Tax losses - - 461 478
Share-based - - - 4
payments
(816) (708) 461 482
Movements in the period: 29 December 2024 31 December 2023
£'000 £'000
Net liability at 1 January 226 272
Charge / (credit) to Statement of Comprehensive Income (note 8) 129 (46)
Net liability at end of period 355 226
The deferred tax liability set out above is related to accelerated capital
allowances and will reverse over the period that the fixed assets to which it
relates are depreciated. The deferred tax asset on tax losses has been
recognised as management expect that there will be sufficient profits
available in future to utilise against this amount.
19. Share capital
Authorised, issued and fully paid Number of 1p shares
29 December 2024 31 December 2023
Brought forward 122,666,667 122,666,667
At the end of the period 122,666,667 122,666,667
Nominal value
29 December 2024 31 December 2023
£'000 £'000
Brought forward 1,227 1,227
At the end of the period 1,227 1,227
20. Other reserves
The other reserves amount of £145,006 (31 December 2023: £175,640) on the
balance sheet reflects the credit to equity made in respect of the charge for
share-based payments made through the income statement and the purchase of
shares in the market in order to satisfy the vesting of existing and future
share awards under the Long-Term Incentive Plan. For further details, refer to
note 22.
21. Retirement benefit schemes
Defined contribution schemes 29 December 2024 31 December 2023
£'000 £'000
Charge to profit and loss 178 161
A defined contribution scheme is operated for all qualifying employees. The
assets of the scheme are held separately from those of the Group in an
independently administered fund.
22. Share-based payments
Equity-settled share-based payments
On 4 July 2018, the Group established a Company Share Option Plan ("CSOP")
under which 4,890,000 share options were granted to key employees. On the same
day, the options which had been granted under the Group's existing EMI share
option scheme were cancelled. The CSOP scheme includes all subsidiary
companies headed by Comptoir Group PLC. The exercise price of all of the
options is £0.1025 and the term to expiration is 3 years from the date of
grant, being 4 July 2021. All of the options have the same vesting conditions
attached to them.
On 21 May 2021 under the existing CSOP, 3,245,000 share options were granted
to key employees. The CSOP scheme includes all subsidiary companies headed by
Comptoir Group PLC. The exercise price of all of the options is £0.0723 and
the term to expiration is 3 years from the date of grant, being 21 May 2024.
All of the options have the same vesting conditions attached to them.
On 17 April 2023 under the existing CSOP, 2,900,000 share options were granted
to key employees. The CSOP scheme includes all subsidiary companies headed by
Comptoir Group PLC. The exercise price of all of the options is £0.0557 and
the term to expiration is 3 years from the date of grant, being 17 April 2026.
All of the options have the same vesting conditions attached to them.
On 12 November 2024 under the existing CSOP, 6,250,000 share options were
granted to key employees. The CSOP scheme includes all subsidiary companies
headed by Comptoir Group PLC. The exercise price of all of the options is
£0.0415 and the term to expiration is 3 years from the date of grant, being
12 November 2027. All of the options have the same vesting conditions attached
to them.
A share-based payment credit of £30,634 (31 December 2023: £30,541 charge)
was recognised during the year and this amount is included within
administrative expenses and added back in calculating adjusted EBITDA.
29 December 2024 31 December 2023
Average Exercise price Average Exercise price
No. of shares £ No. of shares £
CSOP options
Options outstanding, beginning of period 6,720,000 0.0768 4,270,000 0.0874
Granted 6,250,000 0.0415 2,900,000 0.0557
Cancelled (7,600,000) - (450,000) -
Options outstanding, end of period 5,370,000 0.0594 6,720,000 0.0746
Options exercisable, end of period 1,820,000 0.0906 2,100,000 0.1025
The Black-Scholes option pricing model is used to estimate the fair value of
options granted under the Group's share-based compensation plan. The range of
assumptions used and the resulting weighted average fair value of options
granted at the date of grant for the Group were as follows:
July 2018 May 2021 Apr 2023 Nov 2024
On grant date On grant date On grant date On grant date
Risk free rate of return 0.1% 0.39% 4.21% 4.17%
Expected term 3 years 3 years 3 years 3 years
Estimated volatility 51% 64% 61% 61%
Expected dividend yield 0% 0% 0% 0%
Weighted average fair value of options granted £0.03527 £0.03050 £0.02511 £0.00190
Exercise price 0.1025 0.072344 0.05565 0.0415
Risk free interest rate
The risk-free interest rate is based on the UK 2-year Gilt yield.
Expected term
The expected term represents the maximum term that the Group's share options
in relation to employees of the Group are expected to be outstanding. The
expected term is based on expectations using information available.
Estimated volatility
The estimated volatility is the amount by which the price is expected to
fluctuate during the period. 6,250,000 share options were granted during the
current period, the estimated volatility for the share options issued in the
period was determined based on the standard deviation of share price
fluctuations of the company.
Expected dividends
Comptoir's Board of Directors may from time to time declare dividends on its
outstanding shares. Any determination to declare and pay dividends will be
made by Comptoir Group PLC's Board of Directors and will depend upon the
Group's results, earnings, capital requirements, financial condition, business
prospects, contractual restrictions and other factors deemed relevant by the
Board of Directors. In the event that a dividend is declared, there is no
assurance with respect to the amount, timing or frequency of any such
dividends. Based on this uncertainty and unknown frequency, no dividend rate
was used in the assumptions to calculate the share-based compensation expense.
23. Reconciliation of loss to cash generated from operations
29 December 2024 31 December 2023
£'000 £'000
Operating loss for the period (831) (720)
Depreciation 4,122 3,329
Loss on disposal of fixed assets - 9
Impairment of assets 944 107
Rent concessions - (21)
Other non-cash items - 133
Share-based payment (credit) / charge (31) 31
Movements in working capital
Decrease/(Increase) in inventories 3 (47)
Decrease/(Increase) in trade and other receivables (498) (125)
Increase/(Decrease) in payables and provisions 1,407 (407)
Cash from operations 5,116 2,289
24. Reconciliation of changes in cash to the movement in net
cash/(debt)
Net cash/(debt): 29 December 2024 31 December 2023 (Restated*)
£'000 £'000
At the beginning of the period (16,860) (13,098)
Movements in the period:
Bank and other borrowings 600 600
Lease liabilities (net of lease incentive received) 3,161 3,247
Non-cash movements in the period (2,127) (4,728)
Cash outflow (1,078) (2,881)
At the end of the period (16,304) (16,860)
Represented by: At 2 January 2023 (Restated*) Cash flow movements Non- cash flow movements At 31 December 2023 (Restated*)
in the period
in the period
£'000 £'000 £'000 £'000
Cash and cash equivalents 9,930 (2,881) - 7,049
Bank loans (2,200) 600 - (1,600)
Lease liabilities (20,828) 3,247 (4,728) (22,309)
(13,098) 966 (4,728) (16,860)
At 1 January 2024 (Restated*) Cash flow movements Non- cash flow movements At 29 December 2024
in the period
in the period
£'000 £'000 £'000 £'000
Cash and cash equivalents 7,049 (1,078) - 5,971
Bank loans (1,600) 600 - (1,000)
Lease liabilities (22,309) 3,161 (2,127) (21,275)
(16,860) 2,683 (2,127) (16,304)
Restatement of prior year balances
Net debt balances at 2 January 2023 and 31 December 2023, as well as
corresponding movements in the year have been restated to reflect the prior
period errors identified. Refer to Note 1 for further details of the
restatement including adjusted balance sheet and qualitative details of the
errors.
25. Financial instruments
The Group finances its operations through equity and borrowings, with the
borrowing interest subject to 2.5% per annum over base rate.
Management pays rigorous attention to treasury management requirements and
continue to:
· ensure sufficient committed loan facilities are in place to support
anticipated business requirements;
· ensure the Group's debt service will be supported by anticipated cash
flows and that covenants will be complied with; and
· manage interest rate exposure with a combination of floating rate
debt and interest rate swaps when deemed appropriate.
The Board closely monitors the Group's treasury strategy and the management of
treasury risk. Further details of the Group's capital risk management can be
found in the report of the Directors.
Further details on the business risk factors that are considered to affect the
Group are included in the strategic report and more specific financial risk
management (including sensitivity to increases in interest rates) are included
in the Report of the Directors. Further details on market and economic risk
and headroom against covenants are included in the Strategic Report.
Group financial assets:
29 December 2024 31 December 2023
£'000 £'000
Cash and cash equivalents 5,971 7,049
Trade and other receivables 825 484
Total financial assets 6,796 7,533
Group financial liabilities
The bank loan has an interest rate of 2.5% per annum over base rate.
29 December 2024 31 December 2023
£'000 £'000
Trade and other payables 6,972 5,965
Bank loan 600 600
Short-term financial liabilities 7,572 6,565
Bank loan 400 1,000
Long-term financial liabilities 400 1,000
Total financial liabilities 7,972 7,565
The maturity profile of anticipated gross future cash flows, including
interest, relating to the Group's non-derivative financial liabilities, on an
undiscounted basis, are set out below:
Trade and other payables Bank loans
£'000 £'000
As at 31 December 2023
Within one year 5,965 600
Within two to five years - 1,000
Total 5,965 1,600
As at 29 December 2024
Within one year 6,972 600
Within two to five years - 400
Total 6,972 1,000
Fair value of financial assets and liabilities
All financial assets and liabilities are accounted for at cost and the
Directors consider the carrying value to approximate their fair value.
26. Financial risk management
The Group's and Company's financial instruments comprise investments, cash and
liquid resources, and various items, such as trade receivables and trade
payables that arise directly from its operations. The vast majority of the
Group's and Company's financial investments are denominated in sterling.
Neither the Group nor the Company enter into derivatives or hedging
transactions. It is, and has been throughout the period under review, the
Group's and Company's policy that no trading in financial instruments shall be
undertaken.
The main risks arising from the Group's and Company's financial instruments
are credit risk, liquidity risk, foreign currency risk, interest rate risk and
investment risk. The Group does not have a material exposure to foreign
currency risk.
The board reviews policies for managing each of these risks, and they are
summarised as follows:
Credit Risk
Credit risk refers to the risk that a counterparty will default on its
contractual obligations resulting in financial losses to the Group.
Counterparties for cash balances are with large established financial
institutions. The Group is exposed to credit related losses in the event of
non-performance by the financial institutions but does not expect them to fail
to meet their obligations.
As a retail business with trading receipts settled either by cash or credit
and debit cards, there is very limited exposure from customer transactions.
The Group is exposed to credit risk in respect of commercial discounts
receivable from suppliers, but the Directors believe adequate provision has
been made in respect of doubtful debts and there are no material amounts past
due that have not been provided against.
The carrying amount of financial assets recorded in the financial statements,
net of any allowances for losses, represents the Group's maximum exposure to
credit risk.
Liquidity risk
The Group has built an appropriate mechanism to manage liquidity risk of the
short, medium and long-term funding and liquidity management requirements.
Liquidity risk is managed through the maintenance of adequate cash reserves
and bank facilities by monitoring forecast and actual cash flows and matching
the maturity profiles of financial assets and liabilities. The Group's loan
facilities (as set out in note 16), ensure continuity of funding, provided the
Group continues to meet its covenant requirements (as detailed in the report
of the Directors).
Foreign currency risk
The Group is not materially exposed to changes in foreign currency rates and
does not use foreign exchange forward contracts.
Interest rate risk
Exposure to interest rate movements has been controlled historically through
the use of floating rate debt to achieve a balanced interest rate profile. The
Group does not currently have any interest rate swaps in place as the
continued reduction in the level of debt combined with current market
conditions results in a low level of exposure. The Group's exposure will
continue to be monitored, and the use of interest rate swaps may be considered
in the future.
Investment risk
Investment risk includes investing in companies that may not perform as
expected. The Group's investment criteria focus on the quality of the business
and the management team of the target company, market potential and the
ability of the investment to attain the returns required within the time
horizon set for the investment. Due diligence is undertaken on each
investment. The Group regularly reviews the investments in order to monitor
the level of risk and mitigate exposure where appropriate.
27. Lease commitments
The Group has leased assets including 22 restaurants, a central production
warehouse and one head office location within the United Kingdom. The Group
has elected to not take the practical expedient for short term and low values
leases, therefore all leases have been included. The remaining lease terms
range from less than one year to 18 years with an average remaining lease term
of 7 years.
The weighted average incremental borrowing rate on leases is 5.30% (31
December 2023: 4.62%).
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets 29 December 2024 31 December 2023 (Restated)
£'000 £'000
Balance at the start of the financial year 18,063 15,265
Additions 1,327 4,558
Depreciation charge (2,818) (2,204)
Impairment charge (620) (2)
Remeasurements 110 446
Modifications (431) -
Balance at the end of the financial year 15,631 18,063
Maturity analysis - contractual undiscounted cash flows 29 December 2024 31 December 2023 (Restated)
£'000 £'000
Within one year (4,084) (4,033)
More than one year (22,221) (26,372)
(26,305) (30,405)
Lease liabilities included in the statement of financial position 29 December 2024 31 December 2023 (Restated)
£'000 £'000
Current (3,082) (2,565)
Non-current (18,193) (19,744)
(21,275) (22,309)
Amounts charged/(credited) in profit or loss 29 December 2024 31 December 2023 (Restated)
£'000 £'000
Interest on lease liabilities 1,124 882
Expenses relating to variable lease payments 368 652
Rent concessions - (21)
1,492 1,513
Some site leases contained clauses on variable lease payments where additional
lease payments may be required dependant on the revenue being generated at
that particular site. Variable lease payments ranged from 9% -15% of revenue
in excess of the existing base rent per the respective lease agreements.
Amounts recognised in statement of cash flow 29 December 2024 31 December 2023
£'000 £'000
Total cash outflow for leases (4,161) (3,247)
Lease incentive received* 1,000 -
(3,161) (3,247)
*During the year, the Group brought back into the managed portfolio from our
franchise partner the Comptoir site in Cheshire Oaks. As part of the
arrangement to assign the lease, the Group received a four-year rent
contribution of £1.0m, settled up front. This amount has been adjusted
against the right-of-use asset in accordance with IFRS 16.
28. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors
for this purpose, is disclosed in note 6. Further information concerning the
Directors' remuneration is provided in the Directors' remuneration report.
During the year, the Group paid fees to the following related parties:
29 December 2024 31 December 2023
£'000 £'000
Salaries paid to related parties other than Directors 94 81
94 81
29. Subsequent events
On 31 December 2024, the Company ceased operations of its Kenza Restaurant and
Bar site. The Company retains the existing lease until its expiry in 2025.
On 27 January 2025, Jean-Michel Orieux stepped down from his position as
Independent Non-Executive Chairman. On this date, Richard Kleiner, former
Chairman of the Group, was re-appointed into the role of Non-Executive
Chairman.
On 5 February 2025, Nick Ayerst, resigned from his position as CEO &
member of the Board of Directors. Following his resignation, on 6 February
2025 Chaker Hanna, former CEO of the Company, was formally re-appointed into
the role of CEO.
On 5 February 2025, Ali Aneizi, Non-Executive Director, resigned from his
position on the Board.
On 6 March 2025, the Company exited its lease of the Comptoir site in
Bluewater and ceased operations. The Group retains its Shawa site in
Bluewater.
Apart from the above, no other matter or circumstance has arisen since 29
December 2024 that has significantly affected, or may significantly affect the
Group's operations, the results of those operations, or the Group's state of
affairs in future financial years.
30. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any
one person or ultimate controlling party.
31. Contingent liabilities / assets
Contingent Assets
The Group has no contingent assets at 29 December 2024 (2023: £nil).
Contingent Liabilities
In 2023, the Company had a carried forward provision on its balance sheet as a
result of a review of the pension scheme in place at the time as part of a
planned transition to Payroll Bureau services. In 2024, management has
assessed that it is no longer probable that an outflow of resources will be
required to settle the obligation and as such have released the provision
recognised in prior periods.
The Group had no contingent liabilities at 31 December 2023.
32. Commitments
The Group has no capital commitments at 29 December 2024 (2023 £nil).
Parent Company accounts (under UK GAAP)
Company balance sheet as at 29 December 2024
Notes 29 December 2024 31 December 2023
£'000 £'000
Fixed assets
Intangible assets ii - -
Tangible assets iii 7 8
Investments iv 17 16
24 24
Current assets
Debtors v 9,480 5,579
Cash and cash equivalents 53 -
9,533 5,579
Total assets 9,557 5,603
Liabilities
Current liabilities
Creditors vi (9,879) (5,126)
Borrowings vii (600) (600)
(10,479) (5,726)
Non-current liabilities
Borrowings vii (400) (1,000)
Provisions for liabilities viii (1) (1)
Total liabilities (10,880) (6,727)
Net liabilities (1,323) (1,124)
Equity
Share capital ix 1,227 1,227
Share premium ix 10,050 10,050
Other reserves ix 145 176
Retained earnings ix (12,745) (12,577)
Total equity (1,323) (1,124)
As permitted by section 408 of the Companies Act 2006, a separate profit and
loss account has not been presented for the holding company. During the year
the Company recorded a loss of £167,954 (31 December 2023: £1,327,684).
Remuneration of the auditor is borne by a subsidiary undertaking, Timerest
Limited.
The financial statements of Comptoir Group Plc (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
19 May 2025 and were signed on its behalf by:
Richard Kleiner
Chair
Company financial statements - under UK GAAP
Accounting policies and basis of preparation
Basis of accounting
The financial statements for the Company have been prepared under FRS 102 'The
Financial Reporting Standard applicable in the UK and Republic of Ireland'
(FRS 102) and the requirements of the Companies Act 2006. The Group financial
statements have been prepared under IFRS and are shown separately. The Company
financial statements have been prepared under the historical cost convention
in accordance with applicable UK accounting standards and on the going concern
basis.
This company is a qualifying entity for the purposes of FRS 102, being a
member of a group where the parent of that group prepares publicly available
consolidated financial statements, including this Company, which are intended
to give a true and fair view of the assets, liabilities, financial position
and profit or loss of the Group. The Company has therefore taken advantage of
exemptions from the following disclosure requirements:
• Section 7 'Statement of Cash Flows' - Presentation of a statement
of cash flow and related notes and disclosures;
• Section 33 'Related Party Disclosures' - Compensation for key
management personnel.
The financial statements of the Company are consolidated in the financial
statements of Comptoir Group Plc, which are available at the Companies House.
Going concern
The Board of Directors has, at the time of approving the financial statements,
a reasonable expectation that the Company has adequate resources to continue
in operational existence for the foreseeable future. More details on the going
concern uncertainties are discussed in the going concern note in the Principal
Accounting Policies for the Consolidated Financial Statements. Thus, the Board
continues to adopt the going concern basis of accounting in preparing the
financial statements.
Dividends
Equity dividends are recognised when they become legally payable. Interim
dividends are recognised when paid. Final equity dividends are recognised when
approved by the shareholders at an annual general meeting.
Investments in subsidiaries
The consolidated financial statements incorporate the financial statements of
the Company and entities controlled by the Group (its subsidiaries).
The results of subsidiaries acquired or disposed of during the year are
included in total comprehensive income from the effective date of acquisition
and up to the effective date of disposal, as appropriate using accounting
policies consistent with those of the parent. All intra-group transactions,
balances, income and expenses are eliminated in full on consolidation.
Investments are valued at cost less any provision for impairment.
Intangible assets - Goodwill
Goodwill is the difference between amounts paid on the acquisition of a
business and the fair value of the identifiable assets and liabilities. It is
amortised to the income statement over its economic life, which is estimated
to be ten years from the date of acquisition.
Tangible assets
Items of property, plant and equipment are stated at cost less accumulated
depreciation and impairment losses.
Depreciation
Depreciation is charged to the income statement on a reducing balance basis
and on a straight-line basis over the estimated useful lives of corresponding
items of property, plant and equipment:
Plant and machinery 15% on
reducing balance
Fixture, fittings and equipment 10% on reducing balance
The carrying values of plant and equipment are reviewed at each reporting date
to determine whether there are any indications of impairment. If any such
indication exists, the assets are tested for impairment to estimate the
assets' recoverable amounts. Any impairment losses are recognised in the
statement of comprehensive income.
The assets' residual values and useful lives are reviewed, and adjusted if
appropriate, at each statement of financial position date. Gains and losses on
disposals are determined by comparing the proceeds with the carrying amount
and are recognised within the Statement of Comprehensive Income.
Share-based payment transactions
The share options have been accounted for as an expense in the Company in
which the employees are employed, using a valuation based on the Black-Scholes
model.
An increase in the investment held by the Company in the subsidiary in which
the employees are employed, with a corresponding increase in equity, is
recognised in the accounts of the Company. Information in respect of the
Company's share-based payment schemes is provided in note 21 to the
consolidated financial statements.
The value is accounted for as a capital contribution in relevant Group
subsidiaries that employ the staff members to whom awards of share options
have been made.
Reserves
The Company's reserves are as follows:
· Called up share capital represents the nominal value of the shares
issued.
· Share premium represents amounts paid in excess of the nominal value
of shares.
· Other reserves represent share-based payment charges recognised in
equity, and;
· Retained earnings represents cumulative profits or losses, net of
dividends paid and other adjustments.
Company financial statements - under UK GAAP
Notes to the financial statements
i) Employee costs and numbers
The Company has no employees. All Group employees and Directors' remuneration
are disclosed within the Group's consolidated financial statements.
ii) Intangible assets
Goodwill Total
£'000
Cost
At 2 January 2023 90
At 31 December 2023 90
Accumulated amortisation and impairment
At 2 January 2023 (61)
Amortisation during the period (7)
Impairment during the period (22)
At 31 December 2023 (90)
Net Book Value as at 1 January 2023 29
Net Book Value as at 31 December 2023 -
Cost
At 1 January 2024 90
At 29 December 2024 90
Accumulated amortisation and impairment
At 1 January 2024 (90)
At 29 December 2024 (90)
Net Book Value as at 31 December 2023 -
Net Book Value as at 29 December 2024 -
The intangible assets reported on the statement of financial position consists
of goodwill arising on the acquisition on 14 December 2016 of the trade and
assets of Agushia Limited. In accordance with FRS 102, goodwill arising on
business combinations is amortised over the expected life of the asset and is
subject to an impairment review annually if the life of the assets is
indefinite or expected to be greater than 10 years, or more frequently if
events or changes in circumstances indicate that it might be impaired.
Therefore, goodwill arising on acquisition is monitored to compare the value
in use to its carrying value. During the period an impairment charge of £nil
(31 December 2023: £21,850) was recorded.
iii) Tangible assets
Plant and machinery Fixture, fittings & equipment Total
£'000 £'000 £'000
Cost
At 1 January 2023 26 6 32
At 31 December 2023 26 6 32
Accumulated depreciation and impairment
At 1 January 2023 (19) (3) (22)
Depreciation during the period (2) - (2)
At 31 December 2023 (21) (3) (24)
Net Book Value as at 1 January 2023 7 3 10
Net Book Value as at 31 December 2023 5 3 8
Cost
At 1 January 2024 26 6 32
At 29 December 2024 26 6 32
Accumulated depreciation and impairment
At 1 January 2024 (21) (3) (24)
Depreciation during the period (1) - (1)
At 29 December 2024 (22) (3) (25)
Net Book Value as at 1 January 2024 5 3 8
Net Book Value as at 29 December 2024 4 3 7
iv) Investments in subsidiary undertakings
Shares Capital contributions Total
£'000 £'000 £'000
Cost
At 1 January 2024 1 176 177
Share-based payment charge / (credit) - (31) (31)
At 29 December 2024 1 145 146
Impairments
At 1 January 2024 - (161) (161)
Impairment reversal / (charge) - 32 32
At 29 December 2024 - (129) (129)
Net book value at 1 January 2024 1 15 16
Net book value at 29 December 2024 1 16 17
During the period, an impairment write back of £32k (31 December 2023:
Provision of £161k) was recorded in relation to capital contribution to group
undertakings.
v) Debtors
29 December 2024 31 December 2023
£'000 £'000
Other debtors 4 4
Amounts receivable from group undertakings 9,476 5,575
Total 9,480 5,579
Amounts falling due after more than one year:
Deferred tax asset - -
Total 9,480 5,579
During the period, a reversal of the impairment provision of £228,074 (31
December 2023: Impairment of £697,639) was recorded in relation to amounts
receivable from group undertakings.
vi) Creditors
29 December 2024 31 December 2023
£'000 £'000
Bank overdrafts - 20
Trade creditors 23 21
Other creditors - 1
Amounts due to group undertakings 9,790 5,053
Accruals 66 31
Total 9,879 5,126
vii) Borrowings
29 December 2024 31 December 2023
Amounts falling due within one year: £'000 £'000
Bank loans 600 600
Total borrowings 600 600
Amounts falling due after more than one year:
Bank loans 400 1,000
Total borrowings 400 1,000
The bank loan relates to a £3m Coronavirus Business Interruption Loan Scheme
("CBILS") loan. The CBILS loan is secured by way of fixed charges over the
assets of various Group companies. The CBIL loan of £1,000,000 represent
amounts repayable within one year of £600,000 (31 December 2023: £600,000)
and £400,000 (31 December 2023: £1,000,000) repayable in more than one year.
The bank loan has a six-year term with maturity date in 2026. The loan has an
initial interest free period of 12 months followed by a rate of interest of
2.5% over the Bank base rate.
viii) Provisions
Deferred tax recognised in balance sheet: Total
£'000
Deferred tax liabilities:
Brought forward 1
Charge/(credit) to profit or loss -
Total 1
ix) Share capital and reserves
Share capital Share premium Other reserves Accumulated losses Total
£'000 £'000 £'000 £'000 £'000
At 1 January 2023 1,227 10,050 145 (11,249) 173
Share-based payment charge - - 31 - 31
Total comprehensive loss for the period - - - (1,328) (1,328)
At 31 December 2023 1,227 10,050 176 (12,577) (1,124)
At 1 January 2024 1,227 10,050 176 (12,577) (1,124)
Share-based payment credit - - (31) - (31)
Total comprehensive loss for the period - - - (168) (168)
At 29 December 2024 1,227 10,050 145 (12,745) (1,323)
x) Related party transactions
The Company has taken advantage of the exemption in FRS 102 and has not
disclosed transactions entered into between members of the Group.
xi) Subsequent events
Details of subsequent events are discussed in note 29 to the Group financial
statements.
xii) Ultimate controlling party
The Company has no ultimate controlling party.
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