REG - Comptoir Group PLC - FY 2025 Results and Notice of AGM
21/04/2026 07:00
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RNS Number : 2006B Comptoir Group PLC 21 April 2026
21 April 2026
Comptoir Group Plc
("Comptoir", the "Group" or the "Company")
FY 2025 Results and Notice of AGM
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 28 December 2025.
Highlights:
· Group revenue of £33.0m (2024: £34.6m), 0.2% increase on like for
like ("LFL") basis
· Adjusted EBITDA* before highlighted items of £1.1m (2024: £0.8m)
· IFRS loss after tax of £1.4m (2024: loss of £1.9m)
· Adjusted Net cash** at the end of year of £1.9m (2024: £3.0m)
· The basic loss per share for the year was (1.12) pence (2024: (1.58)
pence)
· The Group currently owns and operates 20 sites with a further 6
franchise sites
· As previously disclosed, the Group ceased operations in two sites
(Kenza and Comptoir Bluewater) during the year
Chaker Hanna, Chief Executive Officer, commented:
"2025 saw the Group focus on operational improvements and strengthening our
customer proposition against a backdrop of increased costs and a challenging
trading environment.
The operational improvements made throughout the year, combined with a
stronger menu, and improved value offering gives us confidence in the path
ahead. We remain focused on driving continued improvement and expansion across
the business for 2026 and beyond."
Annual Report and Notice of AGM
The Company confirms that it has published its 2025 Annual Report and Accounts
to shareholders together with the 2026 Notice of AGM, which will be posted to
shareholders shortly. The AGM will be held at 12.30 p.m. on 21 May 2026 at
6(th) floor, Winchester House, 259-269 Old Marylebone Road, London NW1 5RA.
The 2025 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 3).
** 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 0207 486 1111
plc
Chaker Hanna - Chief Executive Officer
James Fisher - Chief Financial Officer
Tony Kitous - Founder / Director
Cavendish Capital Market Limited (Nominated Adviser and Broker) 0207 220 0500
Corporate Finance: Matt Goode / Elysia Bough
Corporate Broking: Ella Bedford
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,
Areas and Qatar Airways, with restaurants in the Netherlands, Qatar, UAE and
Italy.
Chair's statement
Against what continues to be a challenging operating background for the
hospitality sector, I am pleased to present our results for 2025.
The Group delivered a full year Adjusted EBITDA of £1.1m in 2025 and modest
LFL sales growth of 0.2%. The Board took a conscious strategic decision at the
half year to focus on driving covers through a genuine value for money
offering, rather than using incremental pricing. In the short term this has
slowed our LFL growth, but we are confident that this will drive the right
success in the longer term. At the same time the Board has been focused on our
cost base and driving operational efficiencies, which has seen our EBITDA
increase year on year. The Group has an adjusted net cash balance of £1.9m
(2024: £3.0m) at the year end, following a number of exceptional costs as
detailed below and in the FD review.
As previously disclosed, we took the tough decision to close our Kenza site
and Comptoir Bluewater in Q1 2025. During the second half of the year, the
Support Office also went through a restructuring exercise as we continue to
ensure that our overheads remain appropriate for the size of the business.
Franchise operations continue to be an exciting growth opportunity for the
Group. Overall performance across our six franchise sites has been strong,
particularly our Milan site which opened in 2024 and is trading significantly
above expectations. Subsequent to the year end the Group has signed an
agreement with one of our franchise partners, Areas, to open a new franchise
operation in Venice in May 2026.
The wider economic background remains challenging. Ongoing cost of living
pressures continue to put a strain on the consumer's disposable income and
there are further increases to the National Minimum Wage taking effect from
April 2026. We are mindful of the ongoing situation in the Middle East, and
will continue to monitor the developments in the region closely. Whilst we
aren't expecting significant impact in the immediate term, the potential
impact of further reduced consumer disposable income as inflation takes hold
will continue to make trading conditions tough.
The Group remains well positioned to navigate these challenges with a healthy
cash position, robust balance sheet and all external debt expected to be
repaid by September 2026. Nevertheless, we cannot take this position for
granted and the Board will need to continue to make careful treasury
management including cash 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.
Richard Kleiner - Chair
20 April 2026
*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 3)
** 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.
Chief Executive's review
For the period ended 28 December 2025
2025 marked an important year of reset and rebuilding for the Group. Since
returning in early February 2025, the new Board priority has been to bring
sharper operational focus across the business, strengthen the foundations of
our guest proposition, and ensure our teams are equipped to deliver a
consistent and competitive offer in a challenging trading environment.
Despite the wider headwinds facing the sector, our focus has been on placing
value and experience at the centre of our proposition. This was a deliberate
shift in emphasis, recognising that consumers have become increasingly
discerning in how and where they choose to spend. During the first quarter
of the year, whilst our total sales were only marginally down on a like for
like basis, our covers were in decline by approximately 7% with our topline
being supported by pricing adjustments introduced over the last couple of
years. We did not feel this to be sustainable.
One of the most significant pieces of work undertaken by management was a
comprehensive menu review. As part of this review, the team evaluated every
dish across Eat‑in, Delivery and Takeaway, ensuring that each item delivered
tangible value for money. In practice, we increased portion sizes, refined
presentation, and strengthened consistency and packaging across channels.
Importantly, we held prices firm despite the well‑documented increases in
the National Minimum Wage and National Insurance from April 2025. This was a
bold decision, taken against rising cost pressure, but one that aligned with
our belief and values that long-term guest loyalty is built on trust and
fairness, not just on passing cost inflation to our customers through price
increases.
The effect of this work became visible quickly. These enhancements helped lift
covers across our estate, albeit we saw a small reduction in average customer
spend. In the short term, the decision to strengthen our value proposition has
created some pressure on our like-for-like sales growth. However, our
intention was to rebuild momentum, reinforce our market position and create
the conditions for sustainable growth. To entice back our old customers and
attract new ones.
Operationally, performance across the core Comptoir estate was mixed, however
several sites delivered encouraging like‑for‑like growth. Our Southbank
restaurant opened in 2024 and has continued to perform strongly, supported by
excellent guest feedback and a consistently high Google rating. Alongside
these positive developments, we took necessary action where required,
including the closure of two locations in Q1, and a restructuring of our
Support Office in H2 to ensure our overhead base is appropriate for the size
and scale of the Group.
The Group closed the year with an adjusted net cash position of £1.9m (2024:
£3.0m). The movement during the year has been influenced by restructuring
costs and the settlement of certain historic liabilities which had previously
been accrued. Clearing these obligations brings clarity to our balance sheet
and strengthens the platform on which we move forward. Preserving cash and
rebuilding reserves remains a key focus for 2026.
We have continued to work very closely with our franchise partners and are
pleased to announce that we will have a new franchise operation of Comptoir
Libanais opening at Venice Marco Polo Airport in May 2026. We have also
started work on the roll out of our Shawa brand with a new site expected to
open in H2 this year in London. This will mark the start of our modest
expansion on both fronts, the growth of our franchise operations together with
company owned store expansion.
This progress would not have been possible without the hard work and
resilience of our teams. Their commitment to delivering excellent food and
service in a demanding environment remains one of our greatest strengths, and
I extend my sincere thanks to every colleague across the Group.
Trading conditions through Q1 2026 have, as expected, been challenging.
Looking ahead, we are anticipating continued sector headwinds, particularly
cost of living pressures, and inflationary impacts driven even higher by the
war in Iran and across the Gulf region. However, the operational improvements
made throughout 2025, combined with a stronger menu and improved value
offering, gives us confidence in the path ahead. The work we have carried out
so far has laid the groundwork for sustainable performance, and overrides some
of the external pressure. We remain focused on driving continued improvement
and expansion across the business for 2026 and the years ahead.
Chaker Hanna
Chief Executive Officer
20 April 2026
2025 Financial Highlights - FD Review
Overview
2025 saw a continuation of the tough trading conditions which have been
prevalent in the market over recent years. The Group saw modest like for like
("LFL") revenue growth of 0.2% over the course of the year. An improvement in
adjusted EBITDA* (pre-IFRS-16) to £1.1m was delivered (2024: £0.8m). Despite
growing our EBITDA in a challenging market backdrop, there remains a long way
to go before the Group is delivering the results that the Board feel it should
be capable of.
Adjusted net cash** at the end of the financial period stood at £1.9m (2024:
£3.0m). The reduction during the year has been driven by exceptional costs
associated with two site closures and the Support Office restructuring
exercise, as well as the settlement of certain historic liabilities that have
previously been accrued. Careful cash management and rebuilding our cash
reserves will continue to be at the forefront of the Board's agenda in the
coming year.
The KPIs of the Group's performance are summarised below:
28 December 2025 29 December 2024 Variance
Revenue £33.0m £34.6m (4.7)%
Gross profit £27.1m £27.8m (2.7)%
Other Costs £28.4m £29.7m 4.4%
Loss for the period £(1.4m) £(1.9m) 29.3%
Cash generated from operations £2.9m £5.1m (43.4)%
Adjusted EBITDA (Pre IFRS 16)* £1.1m £0.8m 36.6%
Adjusted Net Cash** £1.9m £3.0m (36.2)%
Revenue
Revenue of £33.0m, down from £34.6m in 2024, a drop of 4.7% which was in
part driven by the two sites closures during the year. On a LFL basis our
sales were up by 0.2% over the course of the year. As highlighted in the CEO
Report, the Board has made a conscious decision to focus on covers recovery
through the second half of the year. Although this has had a short-term impact
on average spend, we are confident that this will deliver positive results in
the longer term.
The Group entered 2025 with 22 owned restaurants. The decision was taken to
not renew the lease for our Kenza restaurant which stopped trading in January
2025 and we also closed our Comptoir Bluewater site from March 2025. Our
franchise estate sits at 6 sites with no changes during the year.
Including franchise and owned restaurants, total system revenues of £47.9m
were delivered through 2025.
*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 3)
** 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 82.0%, up by 1.7% from 80.3% in 2024. Although no
further significant price increases were implemented during the year, margin
improvement, in part, stemmed from the annualisation of price increases made
in the prior year.
As disclosed previously, the Group has been working with Equinoxe Solutions to
support efficiencies in our supply chain through 2025.
Other Costs
Our other costs continue to be a critical area of focus as we look to ensure
our operations remain as efficient as possible. Our total costs have fallen by
£1.3m, which has predominantly been driven by the exit of the Kenza and
Bluewater sites.
Labour, once again, has seen the most significant movements during the year,
with the 6.7% increase in National Minimum Wage in April 2025 and the lowering
of the Employers' National Insurance threshold having a material impact on our
profitability. The Group has remained focused on deploying its labour as
efficiently as possible, whilst not compromising guest experience, in order to
mitigate the impact as far as possible but this is, and will remain, an
ongoing challenge.
The Group has fully hedged its utility costs until December 2026 and had
already started taking a position in future years before the start of the
conflict in Iran.
Adjusted EBITDA
Post IFRS 16 Pre IFRS 16 Post IFRS 16 Pre IFRS 16
28 December 2025 28 December 2025 29 December 29 December
2024
2024
£'000 £'000 £'000 £'000
Sales 32,998 32,998 34,619 34.619
Adjusted EBITDA:
Loss before tax (1,590) (1,073) (1,924) (1,449)
Add back/(deduct):
Depreciation & amortisation 3,888 1,344 4,122 1,389
Finance costs 1,132 66 1,245 121
Finance income (84) (84) (152) (152)
Impairment of assets 1,857 600 944 324
EBITDA 5,203 853 4,235 233
Share-based payments expense / (credit) 16 16 (31) (31)
Restaurant opening costs - - 323 323
Restaurant closing costs 35 35 249 249
Loss on disposal of fixed assets 1 1 - -
Gain on lease termination (814) - - -
Exceptional legal and professional fees 147 147 188 188
Other exceptional items - - (192) (192)
Adjusted EBITDA 4,588 1,052 4,772 770
Cash flow and balance sheet
Cash generated from operations decreased to £2.9m in 2025 (2024: £5.1m). The
decrease has been driven by the cash costs of our restructuring activities,
the settlement of certain historic liabilities and other working capital
movements. Our capital expenditure of £0.4m was significantly reduced
compared to previous years, with no new site openings in the year. Payment of
lease liabilities of £4.0m fell by £0.2m, due to the exit from two sites.
Financing and net debt
The Group had a cash and cash equivalents balance of £3.9m at year-end and an
adjusted net cash position of £1.9m (2024: £3.0m) The Group debt consists of
a CBIL loan attracting no covenants, of which £0.6m was paid down during
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.
Impairments
During the year the Group recognised an impairment charge of £1.9m in respect
of three sites (Comptoir Bath, Comptoir Ealing and our Yalla Yalla site).
Further information can be found in note 10.
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 28 December 2025
The Directors present their strategic report for the period ended 28 December
2025.
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 and homemade falafel, through a service counter offering,
located in high footfall locations, such as shopping centres.
Strategy for growth and future developments
Following the changes in the Board early in the financial year, the Group's
strategic direction and long-term outlook continue to be actively reviewed.
The focus amidst challenging macro conditions continues to be value for money
and guest experience across both its Comptoir and Shawa brands.
The Group continues to operate in a challenging environment, with ongoing cost
pressures across procurement and labour. In response, the Board remains
committed to a disciplined and prudent approach to capital management, with a
focus on strengthening the Group's financial position and maintaining
flexibility to support future growth opportunities. This includes reviewing
potential franchise opportunities which are seen as relatively capital light
opportunities to grow the Company's brand presence globally.
The Group is pursuing a considered and capital-efficient approach to growth,
combining expansion of its franchise operations with selective company-owned
site development. As mentioned in the CEO report, a new Comptoir Libanais
franchise operation will open at Venice Airport in May 2026, marking the
continuation of our franchise expansion. In addition, a new Shawa site is
expected to open in London in H2 2026, representing the first step in the
roll-out of the Shawa brand.
While the strategic direction continues to evolve, the Group's overarching
objective remains unchanged: to deliver a high-quality, distinctive dining
experience that represents strong value for money. The Board believes this
positioning, combined with a disciplined approach to growth and capital
allocation, will support the long-term success of the business.
Review of the business and key performance indicators (KPIs)
Despite the ongoing challenges facing the sector, the Group saw modest growth
in full year adjusted EBITDA, up to £1.1m in 2025 from £0.8m in 2024. Sales
remained broadly flat on a LFL basis, however on an overall basis were down
4.7% to £33.0m driven by the closures of the Comptoir site in Bluewater and
the Kenza branded restaurant. The Groups post tax loss reduced to £1.4m
(2024: loss of £1.9m).
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 £1.1m (2024: £0.8m) 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
2026. 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
28 December 2025 29 December 2024
£'000 £'000
Cash & Cash Equivalents 3,909 5,971
Adjusted for:
Borrowings (450) (1,000)
Working capital impact of period end date* (1,117) (1,213)
Cash held in reserve against known liabilities** (441) (777)
Adjusted Net Cash 1,901 2,981
*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 28 December 2025 and the comparative period to 29 December
2024. The Group has certain statutory & other obligations due on 31
December 2025 that were unpaid at period end date. For comparison to 2024
these have been adjusted against Net Cash. These obligations were settled on
or before 31 December 2025.
**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 of Directors has overall responsibility for identifying, evaluating,
and managing the principal risks faced by the Group, and for ensuring that
appropriate mitigation strategies and internal controls are in place.
The risks outlined below represent those currently considered to be the most
significant to the Group. This list is not exhaustive, and the Group maintains
a broader risk management framework to address additional risks where
relevant. Climate-related risks are discussed separately within the
Environmental section of this Strategic Report.
Macro-Economic Conditions
The Group continues to operate within a challenging macro-economic
environment, characterised by ongoing cost of living pressures, inflationary
trends, and broader economic uncertainty. These factors can influence consumer
confidence and discretionary spending, with a direct impact on footfall and
sales performance.
Despite these conditions, the Group has continued to demonstrate resilience in
its underlying trading performance but is appreciative of the challenges
facing the sector. The continued priority through 2025 was on operational
controls and cost management, however the Company has made selective
investment in guest experience technology and marketing initiatives to
continue to drive top-line sales growth.
At the time of this report, the situation in the Middle East, and the
long-term impact to the Group is still developing. The Directors are
monitoring the situation closely to ensure appropriate supply chain
contingencies are in place if required.
Consumer Demand
Consumer confidence remains sensitive to macro-economic conditions, including
inflation, interest rates, and employment levels, all of which influence
disposable income and spending behaviour. In addition, ongoing geopolitical
uncertainty, including conflict in the Middle East, may further impact
consumer sentiment and discretionary spending patterns, particularly for
London sites which are reliant on ongoing tourism.
The Group continues to mitigate this risk through its positioning within the
affordable segment of the casual dining market, offering a differentiated and
value-driven customer proposition. A strong focus on service quality, menu
innovation, and value-led marketing initiatives supports customer retention
and spend. The strategic location of the Group's estate also contributes to
maintaining consistent levels of footfall.
Input cost inflation
The Group continues to face inflationary pressures across key input costs,
including food, packaging, and other raw materials. These pressures are driven
by a combination of global supply chain disruption, climate-related impacts on
agriculture, and geopolitical instability, including the ongoing conflict in
the Middle East.
The Group continues to work with Equinoxe Solutions to review and optimise its
supply chain, including contingency solutions if required. Ongoing evaluation
of procurement aims to mitigate volatility while maintaining product quality
and consistency.
Labour cost inflation
Labour remains the most material cost to the Group. The National Minimum Wage
increases set to take effect in April, continue to put pressure of Group
margins. The management team continuously reviews it's processes for
scheduling & any potential operational efficiencies, without straining the
quality of service. This includes leveraging technology that supports the
guest experience and reviewing off-peak rostering where appropriate.
Environmental, Social and Governance Strategy
ENVIRONMENT
Comptoir Group PLC continues to align its environmental reporting with the
recommendations of the Task Force on Climate-related Financial Disclosures
(TCFD). These recommendations support organisations in identifying, assessing,
and managing both the direct and indirect impacts of climate change on
operations, supply chains, and customers.
The Group's approach remains structured around the four core TCFD pillars:
Governance, Strategy, Risk Management, and Metrics & Targets. 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
The Board of Directors continues to have overall responsibility for oversight
of climate-related risks and opportunities, as part of its broader role in
risk management and strategic direction. 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 managing climate-related matters sits with the
Executive Team. Climate considerations are embedded into operational
decision-making, including procurement, menu development, and capital
investment. The Group continues to work closely with its outsourced
procurement partner Equinoxe Solutions to support sustainable procurement
practices, supplier selection, and supply chain optimisation, with key
insights escalated to the Board on a monthly basis.
During the reporting period, the Company worked closely with Amber Energy to
support climate related initiatives & opportunities. The Board of
Directors, as the ultimate owners of responsibility of climate-related risks
and opportunities, are currently reviewing its external ESG support
arrangements and preferred partners in light of the recent news of Amber
Energy's administration. This includes an assessment of alternative service
providers to support energy management, carbon reporting, and broader
sustainability initiatives.
The Board is focused on ensuring that appropriate partnerships are in place to
maintain momentum against the Group's ESG objectives, while continuing to
strengthen internal capabilities and governance structures in this area.
2. Strategy
The actual and potential impacts of climate-related risks and opportunities on
the organisation's businesses, strategy, and financial planning
The Board is currently reviewing its approach to external ESG and energy
advisory support, including the appointment of alternative partners following
the recent news of Amber Energy's administration. This review is intended to
ensure continued delivery of energy optimisation initiatives, and effective
management & support on climate-related risks.
The Group continues to assess climate-related risks across short (<2
years), medium (2-5 years), and long-term (5+ years) time horizons. These
risks are categorised as either physical risks, arising from the direct
impacts of climate change, or transition risks, associated with the shift
toward a lower-carbon economy including regulatory changes and changing
customer expectations.
Supply Chain Disruption
Time Frame: Short-term
Risk Type: Physical / Transition
Impact: The Group sources a number of fresh ingredients, including salad,
citrus, aubergines, chillies, and pomegranates, from regions vulnerable to
climate change. Rising temperatures & extreme weather events impact
availability and pricing of Group supply.
In addition, the Group sees Supply Chain disruption as a result of ongoing
uncertainty and instability in the Middle East as a transitional risk. Whilst
both the time frame and potential impact are unknown at this stage, the Group
is monitoring the situation closely with our procurement partner Equinoxe
Solutions to ensure appropriate contingencies are in place if required.
Energy Cost Volatility
Time Frame: Short to Medium Term
Risk Type: Transition
Impact: Whilst the Group maintains strong near-term hedged positions on
utility prices, the Group remains ultimately exposed to fluctuations in UK
energy markets, driven by both climate transition factors and broader
geopolitical influences. Increased demand for heating and cooling, alongside
structural changes in energy supply, may result in sustained upward pressure
on utility costs.
Acute Weather Events
Time Frame: Short-term
Risk Type: Physical
Impact: Increased frequency and severity of extreme weather events, including
flooding and heatwaves, may disrupt operations at restaurant sites and the
Central Production Unit (CPU), as well as impact logistics and distribution
networks.
Regulatory & Compliance Risks
Time Frame: Medium-term
Risk Type: Transition
Impact: The evolving UK regulatory landscape, including potential carbon
pricing mechanisms, enhanced energy efficiency standards, and expanded
reporting requirements, may increase compliance costs and require additional
investment.
Changing Customer Preferences
Time Frame: Short to Medium Term
Risk Type: Transition
Impact: There is increasing consumer focus on sustainability, ethical
sourcing, and environmental impact. Whilst the Group is proud of its existing
sustainable supply chain & menu, failure to continue to adapt to these
expectations may affect brand perception and customer demand.
Capital Investment Decisions Including Growth Opportunities & the Central
Production Unit:
Time Frame: Medium to Long Term
Risk Type: Physical / Transition
Impact: The transition to more energy-efficient operations may require
increased capital expenditure across the estate, including investment in
low-carbon technologies, building improvements, and equipment upgrades. This
extends to the Group's CPU, which may be perceived as not sustainable if more
efficient supply chain approaches are available.
Workforce & Customer Disruptions:
Time Frame: Short-Term
Risk Type: Physical
Impact: Extreme weather events and transport disruption may impact employee
availability and the ability of customers & employees to access sites.
The risks outlined above are not exhaustive but represent those considered by
the Directors' to be most material to the Group. These factors are actively
monitored and form an integral part of the Group's ongoing risk management,
operational planning, and strategic decision-making processes.
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. The Group works with Cap Energy to provide detective
reporting on energy usage across the estate.
The Group continues to actively review its climate-related opportunities. The
list below is not exhaustive but includes those opportunities considered most
material by the Board of Directors:
Sustainable Procurement and Supplier Selection
The Group continues to work very closely with Equinoxe Solutions for
procurement and supplier selection decisions. This includes prioritising
suppliers who maintain well established sustainable supply chains and align
with internal ESG goals & objectives.
Menu Innovation & Plant-Based Offering
The Group is proud that more than half of its menu is plant-based, which
aligns to increasing customer demand for sustainable dining options without
any highly processed ingredients. Strengthening communication around
sustainability initiatives provides an opportunity to enhance brand value,
attract environmentally conscious consumers, and build customer loyalty.
Energy Efficiency and Cost Reduction
Ongoing investment in energy-efficient equipment, building optimisation, and
improved operational practices presents an opportunity to reduce both
emissions and operating costs. This includes smart energy management systems
& readers, as well as ongoing reporting & monitoring from Cap Energy.
The Board of Directors are currently in the process of reviewing longer term
utility arrangements which may provide an opportunity to reduce Scope 2
emissions and reduce exposure to energy market volatility.
Waste Reduction
Comptoir continues to partner with Too Good To Go, providing a sustainable
solution for surplus and unsold food.
The Group continues to assess these opportunities alongside climate-related
risks, ensuring that ESG considerations remain embedded in strategic planning,
capital allocation, and day-to-day operations.
3. Risk Management
The processes used by the organisation to identify, assess, and manage
climate-related risks
Climate-related risks are integrated into the Group's overall risk management
framework and are assessed alongside other principal business risks using
consistent methodologies. The Board retains ultimate oversight, with
responsibility for implementation delegated to the Chief Executive Officer and
Executive Team. Each identified risk is assigned an accountable executive
owner.
Whilst largely outlined above, our process for managing climate-related risks
can be summarised broadly into the following key initiatives:
Supply Chain
Continued collaboration with Equinoxe Solutions to improve sustainability,
resilience, and efficiency. This includes reviewing potential supply chain
shocks amidst ongoing uncertainty in the Middle East.
Energy & Emissions
Following the recent news of Amber Energy's administration, the Board is
undertaking a structured review of alternative external partners to support
energy management, carbon reporting, and broader ESG initiatives. This review
is intended to ensure that the Group maintains appropriate technical expertise
and continues to meet its regulatory obligations, including ESOS and SECR
requirements.
Operational Process & Asset Planning
Climate-related risks, including extreme weather events and energy cost
volatility, are considered in operational planning and capital investment
decisions. The Central Production Unit remains a key focus area, with ongoing
initiatives to improve efficiency and reduce waste.
4. Metrics & Targets
The metrics and targets used to assess and manage relevant climate-related
risks and opportunities
Energy Savings Opportunity Scheme (ESOS) compliance remains a key foundation
to the Group's framework for measuring & managing climate related
performance, providing detailed insights into energy consumption, efficiency
opportunities, and emissions across the estate.
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 28 December 2025
Carbon Emissions per Business Metric Current Reporting Year Comparison Year
30/12/2024 - 28/12/2025 01/01/2024 - 29/12/2024
Emission per Turnover 28,445 31,503
(kgCO(2)e/£m)
Emission per Covers 0.6 0.7
(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 28 December
2025
Annual Energy Consumption (kWh) Current Reporting Year Comparison Year
30/12/2024 - 28/12/2025 01/01/2024 - 29/12/2024
Scope 1 1,899,291 1,925,393
Stationary Combustion 1,834,465 1,871,744
Mobile Combustion 64,826 53,649
Process Emissions N/A N/A
Fugitive Emissions N/A N/A
Scope 2 3,263,067 3,541,834
Purchased Electricity 3,263,067 3,541,834
Purchased Steam, Heat, Cooling - -
Scope 3 (Grey Fleet) 9,046 2,455
Grey Fleet 9,046 2,455
Total 5,171,404 5,469,681
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
Our employees are our greatest asset, and investment in people remains a key
priority for the Group to ensure continuity of high-quality service and
retention of 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. As part of this continued focus, the
Group is reviewing further investment in its existing technology platforms to
help streamline & strengthen the quality of training & development
offered to all employees.
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.
We are proud to support causes like the Ramadan Tent Project by donating food
and team members time to help engage the wider community. This includes recent
events over the Ramadan period including a Trafalgar Square event encompassing
roughly 3,000 people.
As part of the Feeding Hope Fund, the Group has partnered with City Harvest to
provide meals from our Central Production Unit. City Harvest support 350
community partners: schools and nurseries, foodbanks and social supermarkets,
soup kitchens and homeless shelters.
Customer Engagement and Feedback
Guest experience remains a critical priority to the Group, and we strive for
continuous improvement of the guest experience. During the year, the Group
partnered with Sentiment Search, a software that provides real time social
media and review insights across all sales channels, giving the Group live
insight into guest experience across key metrics, as well as benchmarking
against competitors. These insights are reported on weekly as part of internal
rhythms, and the insights gathered help us monitor service standards, menu
satisfaction, and customer sentiment, ensuring we remain responsive and agile.
Employee Wellbeing
Supporting employee wellbeing remains a central focus. The Group continues to
promote flexible working practices and actively gathers employee feedback
through engagement surveys.
Staff turnover remains below industry averages, reflecting continued efforts
to build a positive and supportive working environment. Wellbeing is
increasingly embedded within the Group's ESG priorities.
GOVERNANCE
Strong governance underpins the Group's ESG strategy and long-term success.
The Board remains committed to high standards of integrity, transparency, and
accountability.
The Board of Directors retains overall responsibility for ESG matters,
including environmental performance, climate-related risks, and compliance
with SECR reporting requirements. ESG considerations are embedded within the
Board's broader oversight of strategy, risk management, and operational
performance. Given the size and structure of the Group, the Board has
determined that a separate ESG Committee is not currently required. Instead,
ESG responsibilities are managed collectively by the Board.
The Board will continue to review its governance structure on an ongoing basis
to ensure it remains appropriate as the Group evolves.
On Behalf of the Board
Chaker Hanna
Chief Executive Officer
20 April 2026
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.
· 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.
· 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
20 April 2026
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 four directors being Ahmed Kitous, James
Fisher and Chaker Hanna as executive directors and Richard Kleiner as
non-executive directors.
Richard Kleiner is 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 eleven Board meetings during the year.
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 28 December 2025, 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 the Group continues to review selective investment opportunities
where appropriate.
The Group maintains cash & cash equivalents of £3.9m as at the end of the
financial year, which has been impacted by a number of one-off costs relating
to site closures & restructuring charges. Refer to Note 22 for more
detail. Despite that, the balance remains healthy compared to the Company's
working capital requirements.
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. This assessment includes appropriate downside
scenarios, assuming significant sales decline.
Given the factors above, 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 28 December 2025.
Results and dividends
The consolidated statement of comprehensive income is set out on page 36 and
shows the loss for the year.
The Directors do not recommend the payment of a dividend for the year (29
December 2024: £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 47.62%
C Hanna (Appointed 6 February 2025) 22,585,833 18.41%
J Fisher - 0.00%
R Kleiner (Appointed 27 January 2025) 610,000 0.50%
N Ayerst (Resigned 5 February 2025) - 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 11,433,714 9.32%
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 28 December 2025 was as
follows:
Period ended 28 December 2025
Short-term Benefits Post-Employment Benefits Share-Based Payments
Remuneration Pension Fair Value of Equity-settled Service Rights Total
£ £ £ £
Non-Executive Directors:
R Kleiner (Appointed 27 January 2025) 59,583 - - 59,583
JM Orieux (Resigned 27 January 2025) 16,218 - - 16,218
A Aneizi (Resigned 5 February 2025) 18,333 220 - 18,553
Executive Directors
A Kitous 203,747 1,321 - 205,068
C Hanna (Appointed 6 February 2025) 234,350 23,435 - 257,785
J Fisher 156,550 - - 156,550
N Ayerst (Resigned 5 February 2025) 44,750 220 - 44,970
Other Key-Management Personnel
C Patterson (Appointed 16 June 2025) 81,525 440 - 81,965
815,056 25,636 - 840,692
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
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 partnership with
Sentiment 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
9.
Events after the reporting period
No matter or circumstance has arisen since 28 December 2025 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
20(th) April 2026
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 28 December
2025 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 28 December 2025 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 Directors'
use of the going concern basis of accounting in the preparation of the
financial statement is appropriate.
Our evaluation of the Directors' 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.
· 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.
· 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 evaluated whether the going concern disclosures provide a
clear and balanced explanation of the Directors' assessment and that was
consistent with the audit evidence obtained.
Key observations:
The Group incurred a loss of £1.37m in the 52-week period ended 28 December
2025 (loss for the 52-week period ended 29 December 2024 of £1.94m). They
generated net cash from operating activities of £2.91m in the 52-week period
ended 28 December 2025 (£5.26m in the 52 weeks to 29 December 2024) and had a
cash balance of £3.91m as at 28 December 2025 (£5.97m as at 29 December
2024).
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. These matters
required significant auditor attention and were therefore reported as key
audit matters.
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 performed journal entry testing on revenue transactions which were
identified as high risk to ensure transactions were within the ordinary course
of business.
· 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 2.
Key observations
We have not identified any material 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 £20.2m at 28 impairments made in the period.
December 2025 (29 December 2024: £24.1m. 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 recoverable amount of Our audit work included, but was not restricted to, the following:
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
At each reporting date Management has undertaken an assessment of the carrying cash flows on a restaurant by restaurant basis compared to historic
value of these assets and, where there are indicators of impairment in performance.
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.
• Assessing Management's forecasted cash flows that feed into the
discounted cash flow model and challenging assumptions around this with
reference to historic results, market trends and future expectations and
The assessment was based on the future cash flows of each site using a tested mathematical accuracy.
discounted cash flow model (being the 'value in use'). The higher of these
amounts, being the recoverable amount, was then compared to the carrying value
of fixed assets for that restaurant.
• Challenging the appropriateness of Management's assumptions
including the growth and discount rates.
Significant management judgement and estimation uncertainty is involved in
this area, where the primary inputs are:
• Assessing the sensitivity of the value in use for each restaurant
• Estimating cash flow forecasts; and by sensitising the key assumptions in the impairment calculation.
• Selecting an appropriate discount rate.
• We held discussions with Management to challenge sites where there
were impairment indicators but no impairment.
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 10 - Property,
Plant and Equipment. There is also a risk that Management may unduly influence • Assessing the adequacy of disclosures in the financial statements
the significant judgements and estimates in respect of the requirement for an against the requirement of IAS 36 'Impairment of assets'.
impairment provision.
The Group's accounting policy on the impairment of Property, plant and
Given the value of the tangible fixed assets and the performance of some equipment and right-of-use assets is shown in Principal Accounting Policies
restaurants over the period, we consider this to be a significant risk, which for the consolidated financial statements and related disclosures are included
was one of the most significant risks of material misstatement. in note 10.
Key observations
As a result of our testing, we concluded that impairment losses of £1.26m (29
December 2024: £620k) for right-of-use assets, £38k for leasehold land and
buildings (29 December 2024: £126k), £202k for property, plant and equipment
(29 December 2024: £107k) and £353k for fixtures, fittings and equipment (29
December 2024: £91k), in respect of closed and underperforming 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 £13.2m at · Recalculated the right-of-use asset and lease liability for each
28 December 2025 (29 December 2024: £15.6m) and £19m (29 December 2024: leasehold restaurant as at period end.
£21.3m).
· Agreed the lease terms of all operating leases to their underlying
The Group has entered leases arrangements in respect of the operating leases lease agreements.
of the Group's restaurants and accounted for it in accordance with IFRS 16
'Leases'.
· Evaluated the discount rate used in the lease liability calculation
and reviewed whether it is in accordance with IFRS 16. The rate used is based
At the commencement of the leases (the date the underlying asset is available on the Group's incremental borrowing rate on commencement of the lease.
for use), right-of-use assets and lease liability are recognised at the
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 · Reviewed disclosures to ensure they are in line with IFRS 16.
leases when accounting for right-of-use assets and lease liabilities in
accordance with IFRS 16, it is considered a high risk area.
Key observations
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 10 and 26.
As a result of our testing, we concluded that the valuation of right-of-use
assets and lease liabilities as at 28 December 2025 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 £412,000 (29 December
£491,000 (29 December 2024: £519,000). 2024: £286,000).
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 period'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 £288,400
the financial statements should be 70% of materiality and was set at £343,700 (29 December 2024: £200,200).
(29 December 2024: £363,300).
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 £24,550 (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
4 Thomas More Square
London E1W 1YW
20 April 2026
Consolidated statement of comprehensive income
For the period ended 28 December 2025
Notes Period ended Period ended
28 December 2025 29 December 2024
£'000 £'000
Revenue 2 32,998 34,619
Cost of sales (5,939) (6,806)
Gross profit 27,059 27,813
Distribution expenses (14,216) (13,975)
Administrative expenses (14,199) (14,723)
Other income 2 814 54
Operating loss 3 (542) (831)
Finance costs 6 (1,132) (1,245)
Finance income 6 84 152
Loss before tax (1,590) (1,924)
Taxation credit / (expense) 7 217 (19)
Loss for the period (1,373) (1,943)
Other comprehensive income - -
Total comprehensive loss for the period (1,373) (1,943)
Basic loss per share (pence) 8 (1.12) (1.58)
Diluted loss per share (pence) 8 (1.12) (1.58)
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 28 December 2025
Notes 28 December 2025 29 December 2024
£'000 £'000
Assets
Non-current assets
Intangible assets 9 15 7
Property, plant and equipment 10 6,983 8,431
Right-of-use assets 10 13,217 15,631
20,215 24,069
Current assets
Inventories 12 402 518
Trade and other receivables 13 1,173 1,367
Cash and cash equivalents 3,909 5,971
5,484 7,856
Total assets 25,699 31,925
Liabilities
Current liabilities
Borrowings 15 (450) (600)
Trade and other payables 14 (5,473) (6,972)
Lease liabilities 26 (2,980) (3,082)
(8,903) (10,654)
Non-current liabilities
Borrowings 15 - (400)
Provisions for liabilities 16 (466) (790)
Lease liabilities 26 (16,016) (18,193)
Deferred tax liabilities 17 (138) (355)
(16,620) (19,738)
Total liabilities (25,523) (30,392)
Net assets 176 1,533
Equity
Share capital 18 1,227 1,227
Share premium 10,050 10,050
Other reserves 19 161 145
Retained losses (11,262) (9,889)
Total equity 176 1,533
The financial statements of Comptoir Group PLC (company registration number
07741283) were approved by the Board of Directors and authorised for issue on
20 April 2026 and were signed on its behalf by:
Richard Kleiner - Chair
Consolidated statement of changes in equity
For the period ended 28 December 2025
Notes Share capital Share premium Other reserves Retained losses Total equity
£'000 £'000 £'000 £'000 £'000
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 21 - - (31) - (31)
At 29 December 2024 1,227 10,050 145 (9,889) 1,533
At 30 December 2024 1,227 10,050 145 (9,889) 1,533
Total comprehensive income
Loss for the period - - (1,373) (1,373)
-
Transactions with owners
Share-based payments 21 - 16
- - 16
At 28 December 2025 1,227 10,050 161 (11,262) 176
Consolidated statement of cash flows
For the period ended 28 December 2025
Notes Period ended 28 December 2025 Period ended 29 December 2024
£'000 £'000
Operating activities
Cash inflow from operations 22 2,895 5,116
Interest paid (66) (121)
Interest received 84 152
Tax refund - 110
Net cash from operating activities 2,913 5,257
Investing activities
Purchase of property, plant & equipment 10 (385) (2,574)
Purchase of intangible assets 9 (16) -
Net cash used in investing activities (401) (2,574)
Financing activities
Payment of lease liabilities 26 (4,024) (4,161)
Lease incentive received 26 - 1,000
Bank loan repayments 23 (550) (600)
Net cash used in financing activities (4,574) (3,761)
Decrease in cash and cash equivalents (2,062) (1,078)
Cash and cash equivalents at beginning of period 5,971 7,049
Cash and cash equivalents at end of period 3,909 5,971
Principal accounting policies for the consolidated financial statements
For the period ended 28 December 2025
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 74 to
82.
Basis of preparation
These consolidated financial statements for the period ended 28 December 2025
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 28 December 2025 and the comparative period to 29 December
2024.
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 EBITDA 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 28 December 2025, 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 the Group continues to review selective investment opportunities
where appropriate.
The Group maintains cash & cash equivalents of £3.9m as at the end of the
financial year, which has been impacted by a number of one-off costs relating
to site closures & restructuring charges. Refer to Note 22 for more
detail. Despite that, the balance remains healthy compared to the Company's
working capital requirements.
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. This assessment includes appropriate downside
scenarios, assuming significant sales decline.
Given the factors above, 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 2025.
These have not had any material impact on the amounts reported for the current
and prior periods.
Standard or
Interpretation
Effective Date
IAS 21 - Lack of
Exchangeability
1 January 2025
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 the following amendments to Standards and Interpretations that
have been issued but are not yet effective:
Standard or
Interpretation
Effective Date
IFRS 18 - Presentation and Disclosure in Financial
Statements 1
January 2027
IFRS 19 - Subsidiaries without Public Accountability: Disclosures
1 January 2027
Amendments to IFRS 9 and IFRS 7: Classification and Measurement of
1 January 2026
Financial Instruments and Contracts Referencing Nature-dependent Electricity
IFRS 18 Presentation and Disclosure in Financial Statements, is not expected
to have any impact on the recognition and measurement of items in the
financial statements. However, it is expected to have an effect on the
presentation and disclosures within the financial statements. Aside from IFRS
18, as noted above, the other standards are not expected to have a material
impact on the financial statements of the Group or the Company in the 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 28 December 2025.
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
Motor vehicles
20% 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
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.
Significant costs associated with intellectual property and trademarks are
deferred and amortised on a straight-line basis over the period of their
expected benefit, being their finite life ranging from 7 to 10 years.
(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. Point-of-sale takings that have been collected but not yet
deposited by financial year-end are considered by the Group to be cash and
cash equivalents. 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.
(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.
An impairment loss is reversed if, and only if, there has been a change in the
estimates used to determine the asset's recoverable amount since the last
impairment loss was recognised. The reversal is limited so that the carrying
amount of the asset does not exceed its recoverable amount, nor exceed the
carrying amount that would have been determined, net of depreciation or
amortisation, had no impairment loss been recognised in prior periods.
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 28 December 2025
1. 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.
2. Revenue
28 December 2025 29 December 2024
Income for the period consists of the following: £'000 £'000
Revenue from continuing operations 32,998 34,619
Other income not included within revenue in the income statement:
Gain on lease termination 814 -
Supplier rebates - 54
814 54
Total income for the period 33,812 34,673
3. Group operating loss
28 December 2025 29 December 2024
£'000 £'000
This is stated after charging/(crediting):
Variable lease charges* (see note 26) 500 368
Gain on lease termination (814) -
Share-based payments expense/(credit) (see note 21) 16 (31)
Depreciation of property, plant and equipment (see note 10) 1,239 1,304
Depreciation of right-of-use assets (see note 10) 2,649 2,818
Amortisation of intangibles (see note 9) 1 -
Impairment of assets (see note 9 & 10) 1,857 944
Auditors' remuneration (see note 4) 99 111
Exceptional legal and professional fees** 147 188
Other exceptional items - (192)
Loss on disposal of fixed assets 1 -
Pre-opening costs - 323
Closing site costs 35 249
3. Group operating loss (continued)
*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 restructuring costs.
28 December 2025 29 December 2024
£'000 £'000
One-off recruitment costs - 72
Consultancy services - 92
Restructuring costs 147 -
Other - 24
Total Exceptional Legal & Professional Fees 147 188
*** Other exceptional items in the prior year relate to the release of the
payroll underpayment provision recognised in prior years.
**** 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.
28 December 2025 29 December 2024
£'000 £'000
Pre-opening costs - 323
Closing site costs 35 249
35 572
4. Auditors' remuneration
28 December 2025 29 December 2024
£'000 £'000
Auditors' remuneration:
Fees payable to Company's auditor for the audit of its annual accounts 26 33
Other fees to the Company's auditors
The audit of the Company's subsidiaries 71 78
Total audit fees 97 111
Landlord turnover certificates 2 -
Total non-audit fees 2 -
Total auditors' remuneration 99 111
5. Staff costs and numbers
28 December 2025 29 December 2024
£'000 £'000
(a) Staff costs (including directors):
Wages and salaries:
Kitchen, floor and management wages 12,754 12,923
Apprentice Levy 48 50
Other costs:
Social security costs 1,373 1,046
Share-based payments (note 21) 16 (31)
Pension costs (note 20) 197 178
Total staff costs 14,388 14,166
(b) Staff numbers (including directors): Number Number
Kitchen and floor staff 376 460
Management staff 155 133
Total number of staff 531 593
5. Staff costs and numbers (continued)
(c) Directors' remuneration: 28 December 2025 29 December 2024
£'000 £'000
Emoluments 639 530
Fair value of equity settled share-based payments granted during year* - 80
Money purchase (and other) pension contributions 25 3
Non-Executive directors' fees 94 131
Total directors' costs 758 744
Directors' remuneration disclosed above include the following amounts to the
highest paid director still in office at the end of the period:
28 December 2025 29 December 2024
£'000 £'000
Emoluments 234 254
Fair value of equity settled share-based payments granted during year* - 23
Money purchase (and other) pension contributions 23 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 21 for further details.
Further details on Directors' emoluments and the executive pension schemes are
given in the Directors' report.
6. Net finance costs
28 December 2025 29 December 2024
£'000 £'000
Finance costs:
Interest on bank loans and overdraft (66) (121)
Interest on lease liabilities (1,066) (1,124)
(1,132) (1,245)
Finance income:
Bank interest received 84 152
84 152
Net finance costs (1,048) (1,093)
7. Taxation
(a) Analysis of charge in the period:
28 December 2025 29 December 2024
£'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 (217) 112
Tax losses carried forward - 17
Total tax (credit) / charge for the period (217) 19
(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:
28 December 2025 29 December 2024
£'000 £'000
Loss before tax (1,590) (1,924)
Expected tax credit based on the standard rate of corporation tax in the UK of (398) (481)
25% (2024: 25%)
Effects of:
Depreciation on non-qualifying assets 208 (36)
Expenses not deductible for tax purposes 270 203
Adjustments in respect of previous tax periods - (110)
Tax losses utilised (143) (17)
Unutilised losses carried forward 63 331
Movements in respect of deferred tax (217) 129
Total tax (credit) / charge for the period (217) 19
The Group has carried forward tax losses of £4,000,765 as at 28 December 2025
(29 December 2024: £4,031,439).
8. Loss per share
The basic and diluted loss per share figures are set out below:
28 December 2025 29 December 2024
£'000 £'000
Loss attributable to shareholders (1,373) (1,943)
Weighted average number of shares ('000)
For basic earnings per share 122,667 122,667
Adjustment for options outstanding - 832
For diluted earnings per share 122,667 123,499
Pence per share Pence per share
Loss per share:
Basic (pence)
From loss for the period (1.12) (1.58)
Diluted (pence)
From loss for the period (1.12) (1.58)
Further details of the share options that could potentially dilute basic
earnings per share in the future are provided in note 21.
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 28
December 2025 were included as an adjustment to reflect the diluted number of
options at this date. Shares that were 'out of the money' were not included.
9. Intangible assets
Goodwill Trademarks Total
£'000 £'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)
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 Trademarks Total
£'000 £'000 £'000
Cost
At 30 December 2024 90 - 90
Additions - 16 16
At 28 December 2025 90 16 106
Accumulated amortisation and impairment
At 30 December 2024 (83) - (83)
Amortised during the year - (1) (1)
Impairments (7) - (7)
At 28 December 2025 (90) (1) (91)
Net Book Value as at 29 December 2024 7 - 7
Net Book Value as at 28 December 2025 - 15 15
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 £7,294 (29 December
2024: £nil) was considered necessary in respect of goodwill.
10. 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 1 January 2024 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 1 January 2024 (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)
10. Property, plant and equipment (continued)
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 30 December 2024 33,599 11,253 5,528 4,694 38 55,112
Additions - 49 107 229 - 385
Disposals (2,105) (358) (224) (142) - (2,829)
Remeasurements 409 - - - - 409
Modifications 1,083 - - - - 1,083
At 28 December 2025 32,986 10,944 5,411 4,781 38 54,160
Accumulated depreciation and impairment
At 30 December 2024 (17,968) (7,296) (3,725) (2,040) (21) (31,050)
Depreciation during the period (2,649) (649) (288) (298) (4) (3,888)
Disposals during the period 2,105 357 224 142 - 2,828
Impairment during the period (1,257) (38) (202) (353) - (1,850)
At 28 December 2025 (19,769) (7,626) (3,991) (2,549) (25) (33,960)
Net Book Value as at 29 December 2024 15,631 3,957 1,803 2,654 17 24,062
Net Book Value as at 28 December 2025 13,217 3,318 1,420 2,232 13 20,200
10. Property, plant and equipment (continued)
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 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, with consideration to company
and sector specific risk premium. 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%-6%
depending on the restaurants forecasted growth & remaining term
Discount rate 9.2%
Number of years projected Four years followed by a terminal value
based on the remaining lease term
Terminal growth rate 1.0-1.5%
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
Based on the impairment review & assessment of recoverable amounts for
each CGU, an impairment charge of £1,857,443 (29 December 2024: £944,221)
was recorded during the year, of which £1,850,000 related to Property, plant
and equipment and Right-of-use assets, with the residual relating to Goodwill
(see note 9).
Ongoing macroeconomic pressures have impacted several sites within the Group,
particularly in regional locations. Given trading losses & subdued
footfall in the Group's Comptoir branded sites in Bath and Ealing, both sites
were assessed to have recoverable amounts below their carrying amount at year
end. In addition, a decline in trading performance of the Group's Yalla Yalla
site has resulted in the recoverable amount falling below its carrying amount,
and impairment recognised against both the right-of-use asset and plant &
equipment relating to this site, as well as the Goodwill that remained on
acquisition of this business (see note 9).
11. 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
2025** 2024
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
**Dissolved subsequent to year-end
The registered office address for all subsidiaries is 6(th) Floor, Winchester
House, 259-269 Old Marylebone Road, London, United Kingdom, NW1 5RA.
12. Inventories
28 December 2025 29 December 2024
£'000 £'000
Finished goods and goods for resale 450 598
Less: Provision for stock obsolescence (48) (80)
Total inventories 402 518
13. Trade and other receivables
28 December 2025 29 December 2024
£'000 £'000
Trade receivables 167 337
Other receivables 432 488
Prepayments and accrued income 574 542
Total trade and other receivables 1,173 1,367
The Company does not currently have an allowance for expected credit losses
(29 December 2024: £nil). All trade receivables are determined to be
recoverable and mostly comprise of royalty payments receivable from franchise
partners.
14. Trade and other payables
28 December 2025 29 December 2024
£'000 £'000
Trade payables 2,860 3,205
Accruals 1,225 2,241
Other taxation and social security 1,229 1,392
Other payables 159 134
Total trade and other payables 5,473 6,972
15. Borrowings
28 December 2025 29 December 2024
Amounts falling due within one year: £'000 £'000
Bank loans 450 600
Total borrowings 450 600
Amounts falling due after more than one year:
Bank loans - 400
Total borrowings - 400
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 £450,000 (29 December 2024: £1,000,000)
represent amounts repayable within one year of £450,000 (29 December 2024:
£600,000) and £nil (29 December 2024: £400,000) 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.
16. Provisions for liabilities
28 December 2025 29 December 2024
£'000 £'000
Provisions for leasehold property dilapidations 466 440
Provision for restructuring - 350
Total provisions 466 790
Movements on provisions: £'000 £'000
At beginning of period 790 389
Additional provision recognised 63 593
Provision utilised (369) -
Reversal of provision recognised in prior years (18) (192)
At end of period 466 790
16. Provisions for liabilities (continued)
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 restructuring provision represented the expected costs associated with an
announced site closure which was communicated prior to the financial year-end
but was not expected to be settled until after the financial year-end. The
amount recognised in the prior period as a provision was the best estimate of
the direct costs associated with the closure including site restoration costs
and associated redundancies. After the closure of the Kenza Restaurant, the
provision was utilised against closing site costs & associated
redundancies, to the extent incurred.
17. 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
28 December 2025 29 December 2024 28 December 2025 29 December 2024
£'000 £'000 £'000 £'000
Accelerated capital allowances (666) (816) - -
Tax losses - - 524 461
Share-based - - 4 -
payments
(666) (816) 528 461
Movements in the period: 28 December 2025 29 December 2024
£'000 £'000
Net liability at the beginning of the financial year 355 226
(Credit) / charge to Statement of Comprehensive Income (note 7) (217) 129
Net liability at end of period 138 355
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.
18. Share capital
Authorised, issued and fully paid Number of 1p shares
28 December 2025 29 December 2024
Brought forward 122,666,667 122,666,667
At the end of the period 122,666,667 122,666,667
Nominal value
28 December 2025 29 December 2024
£'000 £'000
Brought forward 1,227 1,227
At the end of the period 1,227 1,227
19. Other reserves
The other reserves amount of £161,000 (29 December 2024: £145,000) 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 21.
20. Retirement benefit schemes
Defined contribution schemes 28 December 2025 29 December 2024
£'000 £'000
Charge to profit and loss 197 178
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.
21. 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 charge of £16,000 (29 December 2024: £31,000 credit)
was recognised during the year and this amount is included within
administrative expenses and added back in calculating adjusted EBITDA.
28 December 2025 29 December 2024
Average Exercise price Average Exercise price
No. of shares £ No. of shares £
CSOP options
Options outstanding, beginning of period 10,670,000 0.0524 6,720,000 0.0768
Granted - - 6,250,000 0.0415
Cancelled (6,725,000) - (2,300,000) -
Options outstanding, end of period 3,945,000 0.0609 10,670,000 0.0524
Options exercisable, end of period 1,420,000 0.0904 1,520,000 0.0912
21. Share-based payments (continued)
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 and 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.
22. Reconciliation of loss to cash generated from operations
28 December 2025 29 December 2024
£'000 £'000
Operating loss for the period (542) (831)
Depreciation 3,888 4,122
Impairment of assets 1,857 944
Loss on disposal of fixed assets 1 -
Gain on lease termination (814) -
Share-based payment charge / (credit) 16 (31)
Movements in working capital
Decrease in inventories 116 3
Decrease/(Increase) in trade and other receivables 194 (498)
(Decrease)/Increase in payables and provisions* (1,821) 1,407
Cash from operations 2,895 5,116
As mentioned in the Annual Report for the year ended 29 December 2024, there
were several one-off charges & provisions recognised in the prior year for
certain restructuring activities & site closures which had been
communicated prior to year-end. The cash impact of these events took place in
financial year ended 28 December 2025, along with additional costs incurred
for site closures & restructuring not recognised as a provision in the
prior year. The total cash impact of restructuring & site closure costs
during 2025 totalled £585,000.
In addition to the above as mentioned in the Adjusted Net Cash disclosures,
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 disclosed in the CEO Report, the movement in these
reserves during 2025 was £336,000.
23. Reconciliation of changes in cash to the movement in net cash/(debt)
Net cash/(debt): 28 December 2025 29 December 2024
£'000 £'000
At the beginning of the period (16,304) (16,860)
Movements in the period:
Bank and other borrowings 550 600
Lease liabilities (net of lease incentive received) 4,024 3,161
Non-cash movements in the period (1,745) (2,127)
Cash outflow (2,062) (1,078)
At the end of the period (15,537) (16,304)
Represented by: At 1 January Cash flow movements Non- cash flow movements At 29 December
2024
in the period
in the period
2024
£'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)
At 30 December 2024 Cash flow movements Non- cash flow movements At 28 December 2025
in the period
in the period
£'000 £'000 £'000 £'000
Cash and cash equivalents 5,971 (2,062) - 3,909
Bank loans (1,000) 550 - (450)
Lease liabilities (21,275) 4,024 (1,745) (18,996)
(16,304) 2,512 (1,745) (15,537)
24. 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
continues 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:
28 December 2025 29 December 2024
£'000 £'000
Cash and cash equivalents 3,909 5,971
Trade and other receivables 599 825
Total financial assets 4,508 6,796
Group financial liabilities
The bank loan has an interest rate of 2.5% per annum over base rate.
28 December 2025 29 December 2024
£'000 £'000
Trade and other payables 5,473 6,972
Bank loan 450 600
Short-term financial liabilities 5,923 7,572
Bank loan - 400
Long-term financial liabilities - 400
Total financial liabilities 5,923 7,972
24. Financial instruments (continued)
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 29 December 2024
Within one year 6,972 600
Within two to five years - 400
Total 6,972 1,000
As at 28 December 2025
Within one year 5,473 450
Within two to five years - -
Total 5,473 450
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.
25. 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.
25. Financial risk management (continued)
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 15), 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.
26. Lease commitments
The Group has leased assets including 20 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 16 years with an average remaining lease term
of 6 years.
The weighted average incremental borrowing rate on leases is 5.44% (29
December 2024: 5.30%).
26. Lease commitments (continued)
Information about leases for which the Group is a lessee is presented below:
Net book value of right of use assets 28 December 2025 29 December 2024
£'000 £'000
Balance at the start of the financial year 15,631 18,063
Additions - 1,327
Depreciation charge (2,649) (2,818)
Impairment charge (1,257) (620)
Remeasurements 409 110
Modifications 1,083 (431)
Balance at the end of the financial year 13,217 15,631
Maturity analysis - contractual undiscounted cash flows 28 December 2025 29 December 2024
£'000 £'000
Within one year (3,894) (4,084)
More than one year (19,474) (22,221)
(23,368) (26,305)
Lease liabilities included in the statement of financial position 28 December 2025 29 December 2024
£'000 £'000
Current (2,980) (3,082)
Non-current (16,016) (18,193)
(18,996) (21,275)
Amounts charged/(credited) in profit or loss 28 December 2025 29 December 2024
£'000 £'000
Interest on lease liabilities 1,066 1,124
Expenses relating to variable lease payments 500 368
Gain on lease termination (814) -
752 1,492
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 8% -15% of revenue
in excess of the existing base rent per the respective lease agreements.
26. Lease commitments (continued)
Amounts recognised in statement of cash flow 28 December 2025 29 December 2024
£'000 £'000
Total cash outflow for leases (4,024) (4,161)
Lease incentive received - 1,000
(4,024) (3,161)
27. Related party transactions
Remuneration in respect of key management personnel, defined as the Directors
for this purpose, is disclosed in note 5. 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:
28 December 2025 29 December 2024
£'000 £'000
Salaries paid to related parties other than Directors 106 94
Professional fees paid to director-related entities* 36 -
142 94
*Professional fees cover only the period in which the Director was in office,
and relates to taxation services provided by Gerald Edelman, a Director
related entity of Richard Kleiner. The balance outstanding and included in
trade creditors at year-end amounted to £10,031.
28. Subsequent events
No matter or circumstance has arisen since 28 December 2025 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.
29. Ultimate controlling party
The Company has a number of shareholders and is not under the control of any
one person or ultimate controlling party.
30. Contingent assets and liabilities
The Group has no contingent assets or liabilities at 28 December 2025 (29
December 2024: £nil).
31. Commitments
The Group has no capital commitments at 28 December 2025 (29 December 2024:
£nil).
Parent Company accounts (under UK GAAP)
Company balance sheet as at 28 December 2025
Notes 28 December 2025 29 December 2024
£'000 £'000
Fixed assets
Intangible assets ii - -
Tangible assets iii 5 7
Investments iv 33 17
38 24
Current assets
Debtors v 14,587 9,480
Cash and cash equivalents 59 53
14,646 9,533
Total assets 14,684 9,557
Liabilities
Current liabilities
Creditors vi (12,185) (9,879)
Borrowings vii (450) (600)
(12,635) (10,479)
Non-current liabilities
Borrowings vii - (400)
Provisions for liabilities viii (1) (1)
Total liabilities (12,636) (10,880)
Net assets / (liabilities) 2,048 (1,323)
Equity
Share capital ix 1,227 1,227
Share premium ix 10,050 10,050
Other reserves ix 161 145
Retained earnings ix (9,390) (12,745)
Total equity 2,048 (1,323)
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 profit of £3,354,895 (29 December 2024: loss of
£167,954). 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
20 April 2026 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 have, 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 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 -
Cost
At 29 December 2024 90
At 28 December 2025 90
Accumulated amortisation and impairment
At 29 December 2024 (90)
At 28 December 2025 (90)
Net Book Value as at 29 December 2024 -
Net Book Value as at 28 December 2025 -
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
(29 December 2024: £nil) was recorded.
iii) Tangible assets
Plant and machinery Fixture, fittings & equipment Total
£'000 £'000 £'000
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 31 December 2023 5 3 8
Net Book Value as at 29 December 2024 4 3 7
Cost
At 29 December 2024 26 6 32
At 28 December 2025 26 6 32
Accumulated depreciation and impairment
At 29 December 2024 (22) (3) (25)
Depreciation during the period (1) (1) (2)
At 28 December 2025 (23) (4) (27)
Net Book Value as at 29 December 2024 4 3 7
Net Book Value as at 28 December 2025 3 2 5
iv) Investments in subsidiary undertakings
Shares Capital contributions Total
£'000 £'000 £'000
Cost
At 30 December 2024 1 145 146
Share-based payment charge - 16 16
At 28 December 2025 1 161 162
Impairments
At 30 December 2024 - (129) (129)
Impairments for the period - - -
For the period ended 28 December 2025 - (129) (129)
Net book value at 29 December 2024 1 16 17
Net book value at 28 December 2025 1 32 33
During the period, an impairment of £nil (29 December 2024: £32k writeback)
was recorded in relation to capital contribution to group undertakings.
Debtors
28 December 2025 29 December 2024
£'000 £'000
Other debtors 4 4
Amounts receivable from group undertakings 14,583 9,476
Total 14,587 9,480
Amounts falling due after more than one year:
Deferred tax asset - -
Total 14,587 9,480
During the period, an impairment provision of £8,813,536 (29 December 2024:
£228,074 write back) was recorded in relation to amounts receivable from
group undertakings.
v) Creditors
28 December 2025 29 December 2024
£'000 £'000
Trade creditors 7 23
Amounts due to group undertakings 12,158 9,790
Accruals 20 66
Total 12,185 9,879
vi) Borrowings
28 December 2025 29 December 2024
Amounts falling due within one year: £'000 £'000
Bank loans 450 600
Total borrowings 450 600
Amounts falling due after more than one year:
Bank loans - 400
Total borrowings - 400
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 £450,000 represents
amounts repayable within one year of £450,000 (29 December 2024: £600,000)
and £nil (29 December 2024: £400,000) 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.
vii) Provisions
Deferred tax recognised in balance sheet: Total
£,000
Deferred tax liabilities:
Brought forward 1
Charge/(credit) to profit or loss -
Total 1
viii) Share capital and reserves
Share capital Share premium Other reserves Accumulated losses Total
£'000 £'000 £'000 £'000 £'000
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)
At 30 December 2024 1,227 10,050 145 (12,745) (1,323)
Share-based payment charge - - 16 - 16
Total comprehensive income for the period - - - 3,355 3,355
At 28 December 2025 1,227 10,050 161 (9,390) 2,048
ix) 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.
x) Subsequent events
Details of subsequent events are discussed in note 28 to the Group financial
statements.
xi) Ultimate controlling party
The Company has no ultimate controlling party.
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