REG - Tortilla Mexcn.Grill - Final Results
21/05/2025 07:00
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RNS Number : 4623J Tortilla Mexican Grill PLC 21 May 2025
21 May 2025
Tortilla Mexican Grill plc
("Tortilla", the "Group" or the "Company")
Audited Annual Results for the 52 weeks ended 29 December 2024
Publication of Annual Report & Accounts and Notice of Annual General
Meeting
Strong progress with rejuvenated UK operations and strategic entry into Europe
through the acquisition of Fresh Burritos
Tortilla Mexican Grill plc ("Tortilla"), the largest and most successful
fast-casual Mexican restaurant group in the UK and Europe, announces its
Annual Results for the 52 weeks ended 29 December 2024 (the "Period").
Andy Naylor, Chief Executive Officer of Tortilla, commented:
" I am pleased to report good progress over the last 12 months towards our
strategic goal of becoming a pan-European fast casual Mexican restaurant
business. When I stepped into the CEO role in April 2024, my first priority
was to return the UK business back to in-store sales growth and improve
profitability and I am delighted we have seen a turnaround in in-store volume
growth and UK market outperformance, through investments in food, brand and
technology. The second priority was to commence our European growth plans with
the Fresh Burritos acquisition in France last summer. We have made solid
strides with the integration: hiring a strong management team, launching a
central kitchen in Lille, and converting all corporate owned stores to
Tortilla's food offering. However, we have been delayed in our store
conversion schedule, largely due to lengthy French planning approvals. These
conversions are now due to commence shortly, with the vast majority of stores
expected to be converted by the end of 2025."
Financial highlights
· Revenue increased by 3.5% to £68.0m (2023: £65.7m) due to the
strategic acquisition of Fresh Burritos in France, the addition of one UK
company-owned site and a strong contribution from our franchise network.
· UK like-for-like (LFL) sales recovered strongly, improving from 6%
decline in March to 6% growth by December.
· Group LFL sales marginally declined by 0.1% (2023: +3.6%), impacted
by a challenging Q1 and Q2; strong rebound in H2 highlights improving
momentum.
· Adjusted EBITDA (pre-IFRS 16) of £4.5m (2023: £4.6m) with an
increase in the UK to £5.2m (2023: £4.6m) offset by the expected early-stage
losses from our acquisition of £0.7m (2023: nil).
· Gross profit margin held strong at 76.6% (2023: 77.3%); UK in-store
margin improved by 0.5% however France contributed a dilutionary impact as
expected prior to the build of our central kitchen in Lille.
· Operating cash generation increased to £10.7m (2023: £9.9m),
demonstrating strong underlying cash flow.
· Loss before tax of £3.3m (2023: £1.1m), driven by the one-off
exceptional cost relating to the acquisition of Fresh Burritos, and an
impairment charge recorded in the period in respect of a small number of UK
locations
Operational highlights
· Rejuvenated UK operations led to a LFL sales turnaround and improved
UK profitability, highlighting progression made since launching the Vital 5
strategic pillars in April 2024), driven by sales recovery, process
automation, improved buying power, installation of solar panels at the Central
Production Kitchen and AI plugs in stores to reduce energy costs, whilst also
continuing with the successful hedging strategy on food and utilities to
shield from volatility.
· Invest in brand to drive growth: Revitalised the quality of
Tortilla's menu to drive frequency and attract new customers by improving
recipes and sourcing of product and the food quality is now better than ever.
· Fuelled brand growth through new partnerships and multi-channel
activation with food-focused campaigns and enhanced digital engagement.
High-impact quesadilla sampling campaign reaching 7.2m+ across press, social
and influencer activities.
· Invest in team and technology: New loyalty app launched in August
2024 including features like referral schemes, notifications and order-ahead
functionality. The app now has 196,000 users and became the No1 Food &
Drinks app during National Burrito Day in April 2025. Rollout of self-order
kiosks expanded: 11 new sites equipped in 2024, with 20 more planned in 2025
(12 installed YTD); kiosk sites demonstrated increase in efficiency, speed and
average order value resulting in >10 percentage points increase in LFL
sales versus non-kiosk sites.
· Doubling down on franchise: Further strengthened the relationship
with existing high-calibre franchise partners. SSP, focused on travel hubs,
achieved 5% LFL sales growth in 2024, opened three new stores, and signed a
five-year extension to double the estate to 18 sites. Eathos in the Middle
East delivered +23.5% LFL sales growth, indicating strong potential for
further franchise opportunities in the region.
· Develop brand internationally: entry into Europe with the strategic
acquisition of Fresh Burritos, including the acquisition of 13 company-owned
leasehold sites in high quality locations across Paris and other major French
cities, and the franchise rights to the Fresh Burritos brand and the network
of 15 franchised locations at year end. The acquisition provides a springboard
for franchise growth across Europe with a strategically located Central
Production Kitchen (CPK) located in Lille launched post year-end in Q1 2025.
Post-period end trading & outlook
· Q1 2025 UK LFL sales increased by 5.9%, outperforming the UK
restaurant market by 8 percentage points. Q2 period to date at +6.2%, with the
UK outlook for the full year in line with management expectations.
· Four new franchise locations have opened YTD in 2025: Liverpool
Street and Victoria Station (UK, with SSP) and Silicon Central Mall and Circle
Mall (Middle East, with Eathos). Two further openings by our franchise
partners expected in 2025 - one through SSP in the UK, and one with Eathos in
the Middle East.
· Following the launch of the Central Production Kitchen in Lille,
France, during Q1, the last step in our integration of the Fresh Burritos
business is to convert the stores to Tortilla. Last year, we made the
strategic decision to pause the conversion and rebranding of our Fresh
Burritos stores as we embarked on a comprehensive brand and interior design
refresh. While this initiative was intended to ensure we launched the brand
properly in France, we have encountered unforeseen delays due to the complex
planning approval processes in France, which means on average a couple of
months delay in uplift in sales per store compared with our previous market
guidance. We are however pleased to announce that we are now poised to begin
the conversion of our French stores to Tortilla with the first conversions
scheduled to commence towards the end of the summer. With the enhanced brand
identity and improved store designs, we are confident in our ability to
achieve our long-term goals in the French market.
· Strategic focus in 2025 on driving UK sales volumes, launching the
refreshed brand in France, and leveraging new technology and loyalty
initiatives for sustained profitable growth.
Publication of Annual Report & Accounts and Notice of Annual General
Meeting
Tortilla Mexican Grill plc will publish later today its annual report and
accounts for the financial year ended 29 December 2024 (the "Annual Report"),
including the Notice of Annual General Meeting. These documents shall be
available today on the Company's website.
The Company's Annual General Meeting will be held on 19 June 2025 at the
offices of Panmure Liberum Limited, 25 Ropemaker Street, London, EC2Y 9LY.
ENQUIRIES
Tortilla Mexican Grill PLC Via Eggmedia
Emma Woods, Non-Executive Chair
Andy Naylor, CEO
Maria Denny, CFO
Panmure Liberum Limited (Nominated Adviser, Sole Broker) Tel: 020 3100 2222
Andrew Godber
Edward Thomas
Nikhil Varghese
Eggmedia Ltd (Public Relations) Tel: 07710 571452
egg@eggmediapr.com
Ian Edmondson
Ross Gow ian@eggmediapr.com
For further information, visit www.tortillagroup.co.uk
(http://www.tortillagroup.co.uk)
NOTES TO EDITORS
About Tortilla Mexican Grill plc
Founded in 2007 by a San Francisco duo, Tortilla is Europe's largest
fast-casual Mexican restaurant brand. With 81 UK locations (of which 14 are
franchise stores), 27 in France (of which 14 are franchise stores) and 12
franchise stores in the Middle East, Tortilla serves 7 million+ meals
annually, offering authentic California-style burritos, tacos and salads.
Through the acquisition of Chilango in the UK in 2022 and Fresh Burritos in
France in 2024, as well as franchise partnerships with SSP Group plc, Compass
UK & Ireland and Eathos, the brand continues to expand globally.
Tortilla breaks the mold of typical takeaways, combining quick service with
quality ingredients to serve affordable, made-to-order meals in under 90
seconds, in cosy environments fitting for lunch or dinner and a beer with
friends. The menu is fully customisable - there are thousands of flavour
combinations to try - with produce that's fresh, never frozen, 70% plant-based
and vegan-friendly, higher welfare meats and free from artificial flavours or
preservatives.
Emphasising sustainability, Tortilla only uses recycled and recyclable
packaging, 100% renewable electricity and sends zero waste to landfill.
Headquartered in London and listed on the London Stock Exchange (LSE: MEX),
Tortilla employs over 1,200 people.
CHAIR'S STATEMENT
I am pleased to say 2024 has been a year of significant progress for Tortilla,
marking a return to sector outperformance in the UK and laying the foundation
for growth across Europe, with the acquisition of Fresh Burritos, the largest
burrito business in France and the second largest in Europe behind Tortilla.
Andy Naylor took over as CEO in March 2024, and launched the Vital Five
strategy. This plan focuses on five key pillars to strengthen our position as
Europe's largest fast-casual Mexican chain.
1. Improve UK profitability
2. Invest in brand to drive growth
3. Invest in team and technology
4. Double down on franchise
5. Develop Tortilla internationally
The management team have put in place the foundations of the Vital Five
Strategy over the last twelve months, with those efforts yielding positive
early results. While there is more work to be done, the Board expects to see
these efforts increasingly contribute to sales and profitability over the
course of 2025.
Specific achievements during 2024:
i. Revitalising our UK operations: Against a challenging
backdrop of declining volumes across the sector over the last 24-months, the
team fixated on in-store volume growth. We are pleased to report that by the
end of the year Tortilla's UK business returned to year-on-year volume growth.
Moreover, we took the strategic decision to slow down UK openings and directed
significant efforts towards enhancing profitability, including a focus on
improving the performance of our short tail of loss-making stores.
A crucial contributor to in-store volume growth has been an obsessive focus on
our food offering. We conducted a comprehensive strategic food review which,
combined with considerable investment in equipment at both the stores and our
Central Production Kitchen, resulted in improvements to every core topping
across the menu as well as the highly popular introduction of quesadillas at
lunchtime. Other efforts included our first kids-meal offering and a
significant ramp-up in the number of limited-time-offer campaigns, which have
proven to be strong drivers of footfall and sales.
Another key focus area for management in 2024 was driving brand awareness,
particularly outside of London where awareness is not as strong. While further
work is required in 2025, we saw an increase in prompted brand awareness from
18% to 19% 1 in 2024.
In anticipation of the conversion of the Fresh Burrito stores in France to
Tortilla branded stores, in 2024 we undertook Tortilla's first brand refresh
since 2010 alongside an overhaul of our interior design, resulting in a more
contemporary and purposeful design than our current store fitouts. We look
forward to showcasing this new design in France and as part of a broader UK
store refresh project.
ii. Introducing effective tech: In 2024, we successfully
piloted self-ordering kiosks, which have proven to increase sales and
efficiency. Encouraged by these results, we are now implementing kiosks out
more widely, alongside continued improvements to the overall customer
experience.
We also launched our first loyalty app, which has been well-received by
customers and is driving repeat purchases. Both initiatives represent
important investments in our long-term strategy, and we look forward to
refining and expanding these technology-driven growth levers in the years
ahead.
iii. Investment in team and culture: We have implemented a new
internal development framework to create clear career paths for our employees,
alongside leadership training and the introduction of the "Burrito Masters"
competition to foster a sense of camaraderie and excellence in our stores.
These efforts have led to higher employee satisfaction and reduced turnover,
strengthening Tortilla's position as an employer of choice.
iv. Strengthening our franchise partnerships: 2024 also marked a
year of growth in our franchise operations with our UK franchise partners SSP
and Compass opening four new stores in aggregate. A key milestone was the
five-year extension of our development agreement with SSP, which will see us
more than double the number of SSP sites in the UK over the coming years.
v. Expanding internationally: Establishing a foothold in
continental Europe has been a critical priority for Tortilla for years, as
part of our long-term strategy to be the leading fast-casual Mexican operator
throughout Europe. To this end, after an extensive review of several options,
we acquired the second largest burrito business in Europe after Tortilla,
Fresh Burritos in France, in July 2024. This acquisition provided us with 13
company-owned stores in prime locations across Paris and other major French
cities, as well as the franchise rights to a network of 18 franchised
locations. Our objective is to convert the majority of our company owned
stores to the Tortilla brand in 2025. While we purposefully delayed the
conversions to finalise the aforementioned brand refresh and new interior
design in order to launch the brand properly in France, we unfortunately had
further delays from France's notoriously challenging local planning approval
processes and timelines. The conversion of the Fresh Burritos stores to
Tortilla is the last step in our integration of the Fresh Burritos business,
with the Tortilla food offering now live in all owned stores following the
launch of our 14,000 sqft Central Production Kitchen in Lille earlier in
2025.
Board changes:
As part of our ongoing transformation, we saw key changes at the Board level
in 2024. Andy Naylor transitioned from CFO to CEO in April 2024, taking the
reins from Richard Morris, who stepped down after a decade at the helm.
In early 2025 we also said goodbye to Quilvest Capital Partners, a global
private equity firm that has been an investor in Tortilla since 2011. As part
of this significant change we welcomed Auctor Group, a technology holding
company, as our largest shareholder; and were pleased to announce that Usman
Ali, Managing Partner at Auctor, took on a role as Non-Executive Director on
the Tortilla Board. This appointment further emphasises Tortilla's strategic
focus on technology as one of our Vital 5 growth pillars.
2025 - Year 2 of Vital 5 with key focus being driving growth in the UK and
converting the French stores
In conclusion, 2024 was a year of progress, driven by a new strategy, and a
renewed focus on food, ambience, technology and brand awareness. The progress
we have made has shored-up key areas of the business, put in place
foundational building blocks to drive the Vital Five, and given us confidence
in our future prospects. The Board is excited about the opportunities that lie
ahead.
As we step into 2025, we will be leveraging the positive momentum generated
last year to continue to drive profitable growth in the UK. Whilst in France,
we will see the final step in the acquisition of Fresh Burritos, with Tortilla
finally establishing a long-awaited foothold on the continent, paving the way
for expansion across Europe.
Emma Woods
CHAIR
20 May 2025
CHIEF EXECUTIVE OFFICER'S STATEMENT
As the Chair's report has highlighted, 2024 was a year of significant progress
and I am pleased with the momentum the business is building.
I took over as CEO in April 2024 and my first priorities were UK in-store
like-for-like sales (LFL) 2 which improved from a 6% decline in March 2024 to
6% growth by year-end, and our UK profitability which rose from £4.6m in 2023
to £5.2m in 2024 ("Adjusted EBITDA").
Secondly, we began expanding into Europe with the Fresh Burritos acquisition
in France last summer.
This progress was an output of the first year of 'Tortilla's Vital 5'strategy:
1. Improve UK profitability
2. Invest in brand to drive growth
3. Invest in team and technology
4. Double down on franchise
5. Develop Tortilla internationally
I have explained below the focus area for each pillar.
Improve UK profitability
Our UK restaurant margin improved by 2 percentage points last year, as we made
progress in improving our profit conversion year-on-year by becoming more
efficient and strengthening our purchasing power and supplier relationships. A
key focus has been securing long-term supply contracts to protect margins in
an uncertain environment with rising costs. In response to significant labour
cost inflation, we have also taken steps to reduce unproductive labour in our
stores by automating certain processes at the central kitchen. UK
profitability also benefitted by the increased in-store like-for-like sales as
the year went on, and renegotiation of our delivery strategy. As we move
through 2025, we will continue to benefit from these cost-saving initiatives
while we keep driving profitability through volume growth.
Invest in brand to drive growth
As the Chair report highlights, we have reconsidered all our core menu items,
testing new approaches to improve our recipes. This has resulted in the
introduction of our new asado chicken, along with recipe adjustments to our
beans, salsas and slow-cooked proteins to enhance quality, flavor and the
overall eating experience. Additionally, we have also invested in new cooking
equipment for our quesadillas, enabling us to serve them all day in under 60
seconds - something that previously took about five minutes and was only
available after 2pm. This led to our "ditch the sandwich" campaign offering
quesadillas at a competitive entry price point to increase visit frequency and
attract new customers.
We have also introduced limited-time-offers (LTOs) and brand collaborations to
generate excitement around our food and engage both our customers and excited
our teams. This strategy has been successful so far and something we plan to
expand on in 2025 and beyond.
As well as stronger food, in 2024, the Group has made progress in our
marketing efforts, focusing on driving customers through our doors through
brand collaboration, monthly influence specials, and targeted events. The
launch of our new loyalty app in August has enabled us to continue to provide
generous offers to our loyal customers and also direct targeted marketing to
increase visit frequency and raise the average order value. By year-end we had
79,000 loyalty customers.
One of the standout moments was National Burrito Day in April 2024, where we
gave away free burritos and bowls to both new and existing loyalty members.
Following the success in 2024, this was repeated in 2025 and became an even
bigger success with our app ranked number one in Food and Drinks category and
number two in all UK free apps (just behind Chat GPT). The event reached a
6.9m audience via press, and we added 62,000 new users to our loyalty app
during the event. This is a great achievement and an important future sales
driver, as our active loyal users visit our stores more frequently and tend to
spend 5% more than the average customer. We now have 196,000 loyalty users,
and we will continue to engage with our loyal customers offering them new
incentives and rewards while working to attract new users to sign up to the
app.
Invest in team and technology
Technology has played a crucial role in our growth this year. In 2023, we
opened our first self-ordering kiosk site in London Wall, located in the City
of London's financial district. After seeing strong results and some further
pilot site testing, we expanded to 11 new kiosk sites in 2024, with another 20
planned for 2025. The customer feedback has been positive as the kiosks help
reduce the waiting time during busy periods, ensure a smoother flow of
customers, and allow customers to browse our menu at their own speed. This has
resulted in both increased volume and higher average order values, with kiosk
sites seeing more than 10 percentage points improvements in like-for-like
sales compared with pre-kiosk installation and versus non-kiosk stores. As we
roll out further kiosks in 2025, we are also further refining the customer
journey to ensure it is as seamless as possible from a customer point of view.
As mentioned above, we also launched our first loyalty app in August, which
includes features like referral schemes, notifications and order-ahead
functionality. The app not only enhances the customer experience but also
allows us to target specific loyalty groups directly, such as lapsed users, to
drive greater visit frequency - an important part of our growth strategy.
In addition, we implemented a new internal data warehouse and business
intelligence tool to improve data quality and speed up analysis and report
creation. This has enabled us to make more informed decisions, stay agile, and
respond quicker to changes in market conditions and consumer behaviour.
Another key priority has been to make Tortilla an employer of choice. This
year, we hired a new Head of Learning and Development and introduced an
internal development framework to provide clear career paths. We also launched
"Burritos Masters", a fun competition across stores to recognise and celebrate
the best burrito roller in the company, highlighting the hard work and
dedication of our store teams. In addition, I have worked with the rest of the
Executive team to increase face-to-face touchpoints with store managers
through quarterly business updates, and regular social events. These efforts,
coupled with all food news, have had a positive impact on company culture, and
our employees now feel more connected and prouder to work at Tortilla. This is
reflected in our high employee engagement scores in our Employee Engagement
Survey (97.7% completion rate, with an overall engagement of 79%, up from 45%
in 2023), and a significant reduction in staff turnover, down to 90% in 2024
from 119% in 2023, and with our most recent rolling 12-month turnover rate end
of Q1 2025 at 84%.
We are also committed to promoting diversity, equity and inclusion, ensuring
that all employees feel valued and respected, regardless of their background.
This is demonstrated by that over 50% of our workforce is non-British, 51% of
our management roles are filled by women, and nearly half of our team is under
25.
We are also proud of the steps we have taken to reduce our environmental
impact and work towards our ESG targets. During the year Tortilla installed a
state-of-the art 60.68kWP solar PV system at our UK central production
kitchen, which will lead to a reduction of 11 tonnes of carbon a year.
Furthermore, the Group also implemented an AI powered solution to manage
plugged-in devices, resulting in a 32% reduction in energy consumption in our
plugged-in devices during a successful trial at ten sites. This has now been
rolled out across the full estate, and we expect significant improvements in
energy efficiency and sustainability, with the full impact to be seen in 2025.
Double down on franchise
Franchising is a key element of our business strategy and will play an even
greater role in our growth as we expand into new markets. Our straightforward
operating model is well-suited for franchising due to offering flexibility in
site format, a simple kitchen setup and a central production food model that
ensures consistent high-quality food and an efficient labour structure without
reliance on chefs. In addition, our established brand, purchasing power and
investment in marketing and food development provide valuable support to our
franchisees.
In 2024, we were pleased to further strengthen our relationship with our
existing UK franchise partners, SSP Group ("SSP") and Compass Group
("Compass"). With SSP, we focus on expanding within travel hub locations, and
with Compass, we target higher education campuses across the UK. These sites
have continued to perform well with strong like-for-like sales growth (SSP +5%
LFL sales). In 2024, SSP opened three new sites, with a further two opened in
the first quarter of 2025 and more planned for later in the year. Compass
opened one site during the year. I am especially pleased that in September
2024, we were able to sign a new five-year development agreement with SSP,
which will see the number of sites double over the duration of the contract to
a minimum of 18 Tortilla units.
Alongside this, our Middle East franchise business with Eathos has also
performed strongly, with +23.5% like-for-like sales in 2024, giving us
confidence to explore further franchise opportunities in the region. We have
opened two new sites in the Middle East in 2025 YTD, with another one planned
for this year in Abu Dhabi.
Following the acquisition of Fresh Burritos, we now have a franchisee network
in France. With the strategically placed new central kitchen in Lille, we see
significant growth potential for further franchise expansion in mainland
Europe as we leverage our position as Europe's largest fast-casual Mexican
restaurant brand.
Develop Tortilla internationally
In the summer of 2024, we completed the strategic acquisition of Fresh
Burritos, the second largest fast-casual Mexican restaurant group in Europe
and the largest in France, for a total consideration of €3.95m (£3.34m).
This acquisition was an immense step forward in our international expansion
plans and to further strengthen our franchising strategy. We acquired 13
company-owned leasehold restaurants, in prime locations across Paris and other
major French cities, as well as the rights to the Fresh Burritos brand and a
network of 18 franchise locations at point of acquisition.
Since the acquisition, we have been focused on building a local team in
France, currently led by our French Managing Director, Gilles Boehringer, who
previously served as VP of Development & Franchise for KFC France. In
addition, we introduced a new central production kitchen in Lille, which
became fully operational in February 2025, now serving both our own and
franchise stores. At nearly three times the size of our UK central kitchen, it
enables us to produce consistent food at scale for the European market.
With the central kitchen now up and running, our focus for 2025 will be to
roll out our new and refreshed store design in France. This will involve
converting the majority of our own Fresh Burritos stores to Tortilla stores
throughout the year with the first few planned for late summer.
While the UK will always be the heart of Tortilla, this acquisition gives us
an important footfall in France and provides a solid platform for expanding
our franchise network across Europe. We will update our shareholders with any
significant developments as they arise.
Current trading and outlook
We continue to see steady year-on-year profit improvements in the UK,
leveraging on our 2024 initiatives. Although the market in 2025 continues to
be soft due to challenging macro-economic conditions, our UK LFL sales for Q1
2025 showed promising growth at +5.9%, outperforming the wider restaurant
sector by 8 percentage points. We remain confident that our investment in
food, technology and marketing will continue to support robust LFL sales
growth going forward and we confirm that the full year outlook for the UK is
in line with management expectations.
Since year-end we have opened four stores with our franchise partners: two in
the UK (Liverpool Street station and Victoria station) in partnership with
SSP, and two in the Middle East (Silicon Central Mall and Circle Mall) through
Eathos.
In France, our team has worked hard to get the central production kitchen in
Lille up and running, and we are pleased to now be serving both company-owned
and franchise stores with food prepared in the CPK. Last year, we made the
strategic decision to pause the conversion and rebranding of our Fresh
Burritos stores as we embarked on a comprehensive brand and interior design
refresh. While this initiative was intended to ensure we launched the brand
properly in France, we have encountered unforeseen delays due to the complex
planning approval processes in France, which means on average a couple of
months delay in uplift in sales per store compared with our previous market
guidance. We are however pleased to announce that we are now poised to begin
the conversion of our French stores to Tortilla with the first conversions
scheduled to commence towards the end of the summer. With the enhanced brand
identity and improved store designs, we are confident in our ability to
achieve our long-term goals in the French market.
I am incredibly proud of what we have accomplished over the past year, from
the progress made in the UK to the expansion through our franchise partners,
and the strategic acquisition of Fresh Burritos, which has provided us with an
important springboard into mainland Europe. With our food offering now better
than it has ever been, and exciting technology developments in progress, I am
looking forward to what 2025 and beyond will bring.
Andy Naylor
CHIEF EXECUTIVE OFFICER
20 May 2025
KEY STRENGTHS
Through continuous innovation, we work hard to maintain high standards in all
aspects of business. Over the past few years, the following elements have
proven areas of particular strength.
Our products
Tortilla has developed a great reputation for its freshly prepared,
customisable, value-for-money product range of burritos, tacos, salads and
quesadillas. This has enabled us to appeal to a wide demographic, maintaining
our loyal customer base and generating further customers as we grow. Our
defining characteristics also align with forecasted consumer trends and
preferences, providing a positive outlook for the future.
By offering great value-for-money, we have successfully expanded operations
across the UK and France and are able to charge a minor delivery premium (to
address delivery commission costs) while remaining highly competitive.
Embracing sector trends
The Tortilla Group observes and embraces key consumer trends, flexing our
products, services, and formats to capitalise on growing demand and maintain
relevance in a rapidly changing market. Our offering thus adheres to the
dominant demands driving our sector, which include:
• Healthy eating - packed with rice, beans, vegetables and
plant-based options, our menu suits those seeking healthy fast-casual food
• Fresh and high provenance - our freshly prepared food is from high
quality, responsible sources communicated with full transparency to the
consumer
• Convenience - Tortilla food is available in-store, via takeaway or
delivery, ensuring maximum options for optimum convenience, and reaching more
customers than ever before via our multi-channel strategy
• Customisation - a wide range of options enable customers to tailor
their Tortilla meal to their preferences and dietary requirements
• Ethnic food - Tortilla's authentic Mexican style food caters to
consumers' growing interest in ethnic food
Flexible business model
Much of the Group's success can be attributed to our ability to adapt, flexing
our business model quickly and effectively to suit circumstances and
locations.
Our flexibility is driven by three key factors of our business model:
• Trading strength across eat-in, takeaway and delivery
channels
• Ability to trade in small units and without extraction
• Value-for-money offering that appeals to diverse
customers including students, local residents, and office workers
In contrast to similar fast-casual restaurant businesses, Tortilla has
achieved significant geographical diversification throughout the UK - in terms
of both presence and sales. Over half of our estate and nine of our top twenty
selling stores are located outside of London, covering a wide range of sites
including shopping centres, high streets, residential areas, and transport
hubs. We are adept at scouting and identifying the best format for new
locations.
Moreover, our scalable central infrastructure, currently a 5,500 square foot
Central Production Unit ("CPU") in Tottenham Hale, and 14,000 square foot in
the newly opened Central Production Kitchen in Lille, France, provides cost
advantages over our direct competitors, the flexibility to increase its size
in tandem with our growth strategy and the assurance that product quality
remains consistent across all sites.
Marketing strategy
Through our clearly defined multi-channel marketing strategy, the Group has
built and maintained a loyal and diverse customer base. The launch of our new
loyalty app in 2024 has enabled us to not only continue to provide generous
offers to our loyal customers but also use direct marketing to increase visit
frequency and raise the average order value.
The Group focuses on driving customers through the doors through brand
collaboration, monthly influence specials, and targeted events.
With a large proportion of customers in the younger age demographic (aged
16-34), we achieve significant engagement via social media and our vast
influencer network drives widespread engagement across the most popular social
media platforms, sharing bite-size videos reaching millions of views.
Strong leadership
Tortilla's senior Management team continues to excel in its ability to deliver
strong and sustainable growth. Under the stewardship of an experienced Board
of Directors, our team has continued to execute Tortilla's growth strategy
effectively, taking full advantages of opportunities as they arose and
conducting all activity with kindness, integrity and ownership.
We focus on hiring the best people at all levels and work hard to propagate
our strong culture and values throughout the organisation.
Our Board and senior Management team regularly visit stores and speak with
teams and guests to ensure a strong connection between corporate objectives
and on-the-ground practice.
Cost effective hiring model
The simplicity of Tortilla's food means that recipes and methods are
straightforward, and managers can train those with limited experience to high
levels of competency within a short time period. We can therefore focus on
hiring those with the values and behaviour we seek, enabling us to maintain
our culture and avoid the negative impact of any potential market staff
shortages.
This also helps us to hire from within our stores' local communities, reducing
travel time and cost for employees.
Property portfolio and strategy
At the end of 2024, the Group had 117 sites worldwide: 68 UK sites we operate
ourselves (65 Tortilla, three Chilango), seven UK sites franchised to SSP
Group, five UK sites franchised to Compass Group, ten franchised sites in the
Middle East, 13 French sites we operate ourselves, and 14 franchised sites in
France. The Group's property portfolio is entirely leasehold.
Within the UK, the Group's portfolio of sites is well diversified with respect
to locations, with 32 sites within the M25 area and 36 sites outside of it.
Three of Tortilla's top ten stores (by profit) are located outside of the M25.
As customers of fast-casual operators tend to be primarily impulsive
purchasers, sourcing locations with high footfall is a critical part of
boosting brand awareness and generating sales.
Tortilla's property portfolio
The Group's success is driven by our proven property strategy with flexibility
across site locations and formats. We generally target locations ranging from
60 square metres to 200 square metres. The estimated capital expenditure per
site (excluding delivery-only kitchens) ranges from £375,000 to £500,000
(excluding landlord contribution) depending on the size of the unit, site
condition and store front requirements.
The Group aims for a 30% minimum target investment hurdle for its return on
capital employed. Our sites are primarily located in high street areas,
residential locations, shopping centres and transport hubs as these high
footfall locations provide seven-day trade with lunch and dinner availability,
helping the brand appeal to a wider range of consumers and trade throughout
the day.
New sites
New sites have historically been a core driver of Tortilla's development.
Tortilla opened eight sites in 2014, and five/six sites per year in 2015, 2016
and 2019, but slowed this rollout in 2017 and 2018 as rents did not provide
the necessary value at that time. Understandably, site openings slowed in
2020, but we accelerated our pipeline by opening seven sites in 2021 (four
bricks and mortar and three delivery kitchens) along with two new SSP Group
franchise units. 2022 was a record year for growth with a total of 18
additions to the estate. Growth continued in 2023 with the addition of 6
Tortilla sites, and one SSP Group franchise unit. In 2024 we increased our UK
portfolio with a further five sites, one Tortilla site and four franchise
sites, whilst we also expanded internationally by the acquisition of Fresh
Burritos in France which included 13 company own stores, and the franchise
rights to 14 stores at year end.
New sites will continue to play a key role in our targeted growth trajectory,
and the Board see the strategic merit in accelerating our growth through
existing and new franchising partnerships and are evolving the mix of new
openings to focus more heavily on franchising whilst we take a more targeted
approach on the rollout of own stores, focusing on Grade A locations where the
brand has high awareness. We are still in line with our IPO growth aspiration,
having doubled our rollout commitment in 2022.
Entrance into Europe
In July 2024, the Group acquired the French Burritos business, marking the
beginning of Tortilla's journey into mainland Europe. The acquisition of 13
company-owned stores in prime locations across Paris and other major cities,
as well as a network of 14 franchised locations at year end, enables Tortilla
to reach a strong footfall in France. These stores are planned to be converted
to Tortilla stores, strengthening our brand awareness and paving the way for
global recognition of the Tortilla name.
Earlier in 2025 we launched a new Central Production Kitchen in Lille, which
has enabled Tortilla's food offering to be made in our French stores. The new
Lille kitchen is 3x the size of our existing facility in the UK, placing us in
a strong position for future growth, and acting as a springboard into other
European countries.
CHIEF FINANCIAL OFFICER'S REVIEW
Group financial KPI summary
2024 2023 Change
Revenue £68.0m £65.7m + 3.5%
Gross profit margin 76.6% 77.3% - 0.7% pts
Administrative expenses £53.3m £50.1m + 6.4%
Net loss after tax (£3.3m) (£1.1m) + 204%
Cash generated from operations £10.5m £9.9m + 5.8%
Alternative performance measures ("APMs")
LFL revenue growth (0.1)%(1) 3.6%(2) - 3.7 ppts
Adjusted EBITDA (pre-IFRS 16)(3) £4.5m £4.6m - 2.0%
Net cash/(debt) (pre-IFRS-16)(4) (£5.7m) (£1.3m) - 335%
(1) defined as the percentage change in like-for-like sales compared to 2023.
(2) defined as the percentage change in like-for-like sales compared to 2022.
(3) defined as statutory operating profit before interest, tax, depreciation,
and amortisation (before application of IFRS 16 and excluding exceptional
costs) and reflects the underlying trade of the Group. UK reported an Adjusted
EBTIDA of £5.2m (£4.6m in 2023), whilst France was (£0.7)m
The reconciliation to profit from operations is set out below in this section
of the report.
(4) defined as cash and cash equivalents less gross debt. Calculated on a
pre-IFRS 16 basis and so does not include lease liabilities.
Revenue
Revenue increased 3.5% to £68.0m compared to £65.7m in 2023. This was
attributable to the following:
· The addition of 13 company-owned sites in France from the acquisition
of the Fresh Burritos Group.
· The addition of one new company-owned UK site, four UK franchise
sites, and the annualisation of the 2023 openings. The Group remains ahead of
its aim of opening 45 new sites across the five years following its IPO in
October 2021.
· The inclusion this year of income generated from food sales made to
franchise partners, rather than as a credit to our cost of sales. This
adjustment contributed 1.1% to our revenue growth. The prior year impact of
0.9% has not been adjusted in the comparatives as this is not deemed to be
material to the financial statements.
· An underlying 0.1% decline in in-store LFL across the estate driven
in particular by a challenging Q1 which saw a -6% decline. This improved to
growth of 6% in the last quarter following the renewed focus on an improved
food offer, brand awareness and technology.
· A 11.2% decrease in LFL delivery sales, following the strategic
decision to move improve delivery profitability by moving to dual-platform end
of February 2024.
Gross profit margin
The Group achieved a gross profit margin in 2024 of 76.6% (2023: 77.3%). This
0.7% decrease was driven primarily by a -0.9% impact of the reclassification
of the income generated by food sales made to franchise partners, as described
above. There is also a -0.2% impact due to a lower margin achieved in
France, as in 2024 the Group had not yet moved over to a central production
kitchen. The underlying margin achieved in in-store sales in the UK improved
by 0.5%, reflecting effective negotiations with the Group's main food
suppliers.
Administrative expenses
Under application of IFRS 16, administrative expenses exclude property rents
(except for turnover rent) and incorporate the depreciation of right-of-use
assets.
Administrative costs increased by 6.3% year-on-year to £53.3m. Of this
increase £4.4m (8.8%) is due to the acquisition of Fresh Burrito. The balance
relates to increased UK costs due to the National Minimum Wage increase,
higher business rates, and some investment in marketing to assist brand
awareness.
Administrative expenses include exceptional items of £1.5m in 2024 (2023:
£0.4m). In 2023 exceptional items primarily consisted of a new site planned
which was subsequently aborted, and restructuring costs, while across 2024
£1.3m of costs are associated with the Fresh Burritos acquisition.
We also incurred an impairment charge of £1.4m in 2024 (2023: £0.3m),
impacting 6 stores, which reflects tough market conditions. The discount rate
used for the weighted average cost of capital (WACC) was 15.0% pre-tax (2023:
15.1%). See note 3 to the Financial Statements for more information.
Net Loss after tax
Net loss after tax position is (£3.3m) (2023: £1.1m), an increase of 204%,
which is primarily driven by the exceptional item costs related to the Fresh
Burritos acquisition flagged above and impairment of some stores to bring them
in line with their respective profitability.
Adjusted EBITDA (pre-IFRS 16) (non-GAAP)
The Group utilises Adjusted EBITDA (pre-IFRS 16) as the primary assessment
metric of profitability. A reconciliation of this measure compared to profit
from operations is below.
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
(Loss)/profit from operations (1,186,504) 684,110
Pre-opening costs 397,243 344,570
Share option expense (45,393) 387,443
Depreciation and amortisation 8,762,397 8,155,815
Loss on disposal of fixed assets 126,690 40,746
Impairment 1,441,586 289,901
Exceptional items 1,522,532 437,756
FX loss 67,035 -
Non-trading costs 3,612 18,540
IFRS 16 adjustment* (6,614,043) (5,793,606)
Adjusted EBITDA (pre-IFRS 16) 4,475,155 4,565,275
*The IFRS 16 adjustment relates to the impact of IFRS 16 on rental expenses
contained within administrative expenses.
The Group generated £4.5m of Adjusted EBITDA (pre-IFRS 16), a total decrease
of £0.1m compared to 2023. The £4.5m of Adjusted EBITDA in 2024 is comprised
of £5.2m generated by the UK estate (+£0.6m vs 2023), offset by £(0.7m)
generated by the France subgroup.
The increase in UK profitability reflects steadily improving LFL performance
during the year aided by improvements to the food offer, and investment in
technology, such as self-ordering kiosks and our loyalty app. It also reflects
better profit conversion year-on-year through improved delivery economics,
improvements in buying margins and focus on cost control. We believe this
puts us in a strong position to continue to drive profitable growth in the UK
in 2025.
Since the acquisition of Fresh Burritos, we have worked on stabilising the
business operationally and are confident that following the launch of the
central production kitchen and the conversion of the Fresh Burritos stores to
Tortillas, the business will become profitable in 2026.
Cash flow and liquidity
The core business remains highly cash generative with a 5.8% increase in cash
generated from operations.
Working capital requirements are by nature low and are indeed negative, with
cash from in-store customers received and recognised at the point of sale.
Hence, trade and other receivables in the main relate to delivery partner
receipts and landlord deposits. Trade and other payables relate to supplier
credit terms, wages and utility accruals. Additionally, fast delivery times
and Central Production Unit (CPU) efficiencies allow for low stock level
requirements, meaning inventories are kept at a minimum. This negative working
capital position should continue to grow in line with expansion plans.
Cash expenditure on property, plant and equipment increased by £0.5m largely
due to the construction of our new Central Production Kitchen in Lille,
France. This is offset by lower expenditure for the construction of new
company-owned sites in the UK.
The acquisition of the Fresh Burritos group resulted in a net cash outflow of
£1.4m. Further details are given in note 25 to the Financial Statements.
The Group is confident it can pay its current liabilities as they fall due, as
consumers pay at the point of sale and the inventory is used before supplier
payment is due. The Group also have an overdraft facility of £2.5m with
Santander which can be utilised for any unforeseen events. The overdraft is
part of and not in addition to the revolving credit facility referred to
below.
Financing and net debt
The Group had cash balances of £2.8m on 29 December 2024, which translated to
a net debt position of £5.7m (2023: net debt of £1.3m), excluding IFRS 16
lease liabilities.
The Group's £10.0m revolving credit facility (RCF) is held with Santander UK
plc and comprises of a drawn balance of £7.2m at 29 December 2024 with a
further £2.8m of undrawn facility available to the Group. £4.2m of the
facility was drawn during 2024 in order to finance the Fresh Burritos
acquisition.
The financing facility attracts interest at a rate of 2.75% above SONIA,
subject to an upward-only ratchet based on increased net leverage levels and
is secured until 14 September 2026.
A number of further facilities were brought into the Group as part of the
Fresh Burritos acquisition, which is contributing £1.3m to the Group's net
debt position at 20 December 2024. These comprise of 13 separate loan
facilities held with French banking groups. See note 20 of the Financial
Statements for further information.
Share based payments
In 2024, the Group granted further Long-Term Incentive Plan (LTIP) shares to
the senior leadership team. Share-based payment credits of £0.05m were
recognised in 2024 (2023: £0.39m) relating to the Group's Long Term Incentive
Plan ("LTIP") created as part of the Group's admission to the Alternative
Investment Market ("AIM"). The small release in 2024 is driven by the reversal
of the share-based payment charge relating to options forfeited in 2024.
Further details around vesting conditions are disclosed in note 8.
Dividend
The Board did not recommend a dividend for 2024. The Group's capital will be
focused on growth over the coming years with the dividend policy subject to
re-assessment going forward.
Going concern
In assessing the going concern position of the Group for the consolidated
financial statements for the year ending 29 December 2024 the Directors have
considered the Group's cash flow, liquidity and business activities for a
period of not less than twelve months from the date of approval of these
financial statements.
During 2024, as mentioned above, the Group drew down £4.2m from the available
debt facilities in order to finance the Fresh Burritos acquisition, and at 29
December 2024 has access to a further £2.8m of financing.
Management of the Group has prepared forecasts for a period of not less than
twelve months from the date of approval of these financial statements, which
include a base case and a downside case (with the latter incorporating
management's quantification of realistic worst case scenarios). As part of
the going concern assessment, these projections incorporate the effect of
mitigating actions that might be necessary to maintain cash, facility and
covenant headroom in adverse scenarios.
Upon consideration of these analyses 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. Accordingly, the Directors
have concluded that it is appropriate to prepare these financial statements on
a going concern basis. The going concern policy is also reflected in note 2.6
of the financial statements.
Maria Denny
CHIEF FINANCIAL OFFICER
20 May 2025
Consolidated statement of comprehensive income
For the 52 weeks ended 29 December 2024
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
Note £ £
Revenue 4 67,999,489 65,674,965
Cost of sales (15,899,248) (14,883,204)
Gross profit 52,100,241 50,791,761
Administrative expenses (53,286,745) (50,107,651)
Operating (loss)/profit 5 (1,186,504) 684,110
Finance income 9 83,999 31,900
Finance expense 10 (2,214,464) (1,801,176)
Loss before tax (3,316,969) (1,085,166)
Tax on loss 11 (9,502) (7,377)
Loss for the period and comprehensive income attributable to equity holders of (3,326,471) (1,092,543)
the parent company
(Loss) / earnings per share for profit attributable to the owners of the
parent during the year
Basic and diluted (pence) 12 (8.6) (2.8)
There were no items of recognised income or expense other than as shown in the
Consolidated statement of comprehensive income above. All activities relate to
continuing operations.
The notes on pages 21 to 49 form part of these financial statements.
Consolidated statement of financial position
As at 29 December 2024
29 December 2024 31 December 2023
Note £ £
Non-current assets
Intangible assets 14 4,909,031 2,627,039
Tangible assets 15 15,169,803 14,119,801
Right-of-use assets 13 31,592,056 29,520,494
51,670,890 46,267,334
Current assets
Inventories 16 547,753 358,861
Trade and other receivables 17 3,299,473 3,135,075
Cash and cash equivalents 18 2,760,960 1,644,674
6,608,186 5,138,610
Current liabilities
Trade and other payables 19 (12,180,782) (9,749,505)
Lease liabilities 13 (7,060,640) (5,670,902)
Net current liabilities (12,633,236) (10,281,797)
Total assets less current liabilities 39,037,654 35,985,537
Non-current liabilities
Loans and borrowings 20 (8,433,523) (2,949,021)
Lease liabilities 13 (30,489,693) (29,532,937)
Deferred taxation 21 (600,419) (617,696)
Net assets (485,981) 2,885,883
Equity attributable to equity holders of the company
Called up share capital 22 386,640 386,640
Share premium account 23 4,433,250 4,433,250
Share based payment reserve 23 794,585 839,978
Merger reserve 23 4,793,170 4,793,170
Retained earnings 23 (10,893,626) (7,567,155)
Total equity (485,981) 2,885,883
The accompanying notes on pages 21 to 49 form an integral part of these
financial statements.
The Company statement of financial position can be found on page 50.
The financial statements of Tortilla Mexican Grill plc (registration number
13511888) were approved and authorised for issue by the board and were signed
on its behalf by:
Maria Denny
CHIEF FINANCIAL OFFICER
20 May 2025
Consolidated statement of changes in equity
For the 52 weeks ended 29 December 2024
Called up share capital Share premium account Share-based payment reserve Merger reserve Profit and loss account Total
£ £ £ £ £ £
At 02 January 2023 386,640 4,433,250 452,535 4,793,170 (6,474,612) 3,590,983
Loss for the period - - - - (1,092,543) (1,092,543)
Share based payments - - 387,443 - - 387,443
At 01 January 2024 386,640 4,433,250 839,978 4,793,170 (7,567,155) 2,885,883
Loss for the period - - - - (3,326,471) (3,326,471)
Share-based payments - - (45,393) - - (45,393)
At 29 December 2024 386,640 4,433,250 794,585 4,793,170 (10,893,626) (485,981)
The notes on pages 21 to 49 form part of these financial statements.
Consolidated statement of cash flows
For the 52 weeks ended 29 December 2024
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
Note £ £
Cash flows from operating activities
Loss for the financial period (3,326,471) (1,092,543)
Adjustments for:
Amortisation of intangible assets 14 14,045 5,166
Depreciation of right-to-use assets 13 4,685,847 4,344,878
Depreciation of property, plant and equipment 15 4,054,126 3,805,769
Loss on disposal of tangible assets 15 126,690 40,746
Net finance expense 10 393,782 269,491
Taxation charge 11 9,502 7,377
(Increase) / decrease in inventories 16 (156,032) 38,222
Decrease/ (Increase) in trade and other receivables 17 162,555 (327,477)
Increase in trade and other payables 19 918,854 639,436
Impairment of property, plant and equipment 15 598,291 289,901
Impairment of right-to-use asset 13 158,538 -
Impairment of intangible assets 14 684,757 -
Corporation tax received / (paid) 571,145 (3,402)
Share based payments (45,393) 387,443
Finance cost on lease liabilities 13 1,735,062 1,531,685
Foreign exchange loss (72,472) -
Net cash generated from operations 10,512,826 9,936,692
Cash flows from investing activities
Purchase of tangible fixed assets 15 (4,999,191) (4,535,117)
Interest received 9 83,999 31,900
Acquisitions, net of cash acquired (1,350,253) -
Net cash from investing activities (6,265,445) (4,503,217)
Cash flows from financing activities
Interest paid 10 (477,781) (282,849)
Payments made in respect of lease liabilities 13 (6,853,314) (5,881,752)
Loan drawdown 4,200,000 -
Net cash used in financing activities (3,131,095) (6,164,601)
Net increase/ (decrease) in cash and cash equivalents 1,116,286 (731,126)
Cash and cash equivalents at the beginning of period 18 1,644,674 2,375,800
Cash and cash equivalents at the end of period 2,760,960 1,644,674
Notes to the consolidated financial statements
1. General information
Tortilla Mexican Grill plc, the "Company" together with its subsidiaries, "the
Group", is a public limited company whose shares are publicly traded on the
Alternative Investment Market, "AIM", and is incorporated and domiciled in the
United Kingdom and registered in England and Wales (registration number
13511888).
The registered address of Tortilla Mexican Grill plc and all subsidiaries is
142-144 New Cavendish Street, London, W1W 6YF, United Kingdom. A list of the
Company's subsidiaries is presented in note 26.
The Group's principal activity is the operation and management of restaurants
trading under the Tortilla, Chilango, and Fresh Burritos brands within the
United Kingdom, France, and the Middle East.
Judgements made by the directors in the application of these accounting
policies have been discussed in note 3.
2. Accounting policies
2.1 Statement of compliance
The consolidated financial statements have been prepared in accordance with
International Accounting Standards in conformity with the requirements of the
Companies Act 2006 and in accordance with International Accounting Standards
as adopted by the UK.
Tortilla Mexican Grill plc has taken advantage of the exemption under section
408 of the Companies Act 2006 to not present its own statement of
comprehensive income. The loss for the single entity Tortilla Mexican Grill
plc for the 52 weeks ended 29 December 2024 was £861,668 (31 December 2023:
£5,479).
2.2 Basis of preparation of financial statements
The consolidated financial information contained in this document includes the
consolidated statement of comprehensive income, the consolidated statement of
financial position, the consolidated statement of changes in equity and the
consolidated statement of cash flows, and related notes for the companies
which comprise the Group.
The financial statements have been prepared on an accruals basis and under the
historical cost convention unless otherwise stated. The financial statements
are presented in GBP.
2.3 New standards, amendments and interpretations
adopted
The Directors do not consider that there are any new standards or amendments
applicable for the 52 weeks ending 29 December 2024 that would have a material
impact on the Group's accounting treatment.
2.4 Standards issued but not yet effective
The following standards are applicable for financial years beginning on/after
1 January 2025:
· IAS 21 - Lack of Exchangeability
The following standards are applicable for financial years beginning on/after
1 January 2026:
· IFRS 9 and IFRS 7 - Classification and Measurement of Financial
Instruments
When applied, none of these amendments are expected to have a material impact
on the Group.
2.5 Basis of consolidation
The consolidated financial information incorporates the financial statements
of the Group and all of its subsidiary undertakings. The financial statements
of all Group companies are adjusted, where necessary, to ensure the use of
consistent accounting policies. Where the Group has power, either directly or
indirectly, to govern the financial and operating policies of an entity to
obtain benefits from its activities, it is classified as a subsidiary.
The statement of financial position as at 29 December 2024 incorporates the
results of Tortilla Mexican Grill plc and its subsidiaries for all periods, as
set out in the basis of preparation.
2.6 Going concern
In assessing the going concern position of the Group for the consolidated
financial statements for the 52 weeks ended 29 December 2024, the Directors
have considered the Group's cash flow, liquidity and business activities.
During 2024 the Group drew down £4.2m from the debt facilities in order to
finance the acquisition of Fresh Burritos group. At 29 December 2024, £2.8m
of the facility remained undrawn. The Group had cash balances of £2.8m on 29
December 2024 which translated to a net debt position of £5.7m, excluding
lease liabilities.
As part of their going concern assessment the Directors have prepared
forecasts for a minimum period of twelve months from the date of approval of
the financial statements. In addition, certain adverse scenarios have been
considered for the purposes of stress and sensitivity testing. In these
adverse scenarios, the Group would have sufficient liquidity to remain in
compliance with its covenant obligations.
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.
2.7 Revenue
Revenue represents the amount receivable from customers for goods and
services, exclusive of VAT and discounts.
The Group has recognised revenue in accordance with IFRS 15. The standard
requires revenue to be recognised when goods or services are transferred to
customers and the entity has satisfied its performance obligations under the
contract, and at an amount that reflects the consideration to which an entity
expects to be entitled in exchange for those goods or services.
The Group's revenue comprises of:
• Food and beverage sales at restaurants with one performance
obligation that is satisfied when control is transferred to the customer at
the point of sale, which is usually when payment is received, and no contract
assets or contract liabilities are created. The Group also generates revenue
with third-party delivery partners, which is payable the week after the
revenue was recorded. Revenue comprises the fair value of the consideration
received or receivable for the sale of goods and provision of services in the
ordinary course of the Group's activities. Revenue is shown net of sales/value
added tax, returns and discounts; and
• Franchise fees from the Group's role as franchisor in the UK,
France, and Middle East. Revenue comprises ongoing royalties based on the
sales results of the franchisee and up-front initial site fees. Royalty
revenue is accrued in line with reported sales performance once revenue can be
reliably measured. Upfront initial site fees are recognised on opening of the
associated franchisee restaurant.
The Group operates a loyalty scheme for customers which entitles the customer
to free products after a specified number of purchases. IFRS 15 requires
entities to recognise a liability for the provision of these products as the
customer, in effect, pays the Group in advance for future goods. The Group has
not recognised this liability as the value is not considered material.
2.8 Employee benefits
Short-term benefits
Salaries, wages, paid annual leave and sick leave, bonuses and non-monetary
benefits are accrued in the period in which the associated services are
provided by employees of the Group.
Defined contribution plan
Contributions to defined contribution schemes are charged to the consolidated
statement of comprehensive income in the year to which they relate.
2.9 Share-based payments
A transaction is accounted for as a share-based payment where the Group
receives services from employees and Directors and pays for these in shares or
similar equity instruments.
The Group makes equity-settled share-based payments to certain employees and
Directors. Equity-settled share-based schemes are measured at fair value
(excluding the effect of non-market-based vesting conditions) at the date of
grant, measured by use of an appropriate valuation model.
The fair value determined at the grant date of the equity-settled share-based
payment is recognised as an expense in the statement of comprehensive income
on a straight line basis over the vesting period.
The vesting is dependent on achievement of specific performance conditions for
the 2023, 2024 and 2025 financial years. The share-based payment expense will
be modified if it is determined that these performance conditions will not be
met.
Share options are forfeited when an employee ceases to be employed by the
Group unless determined by the board to be a 'Good Leaver'. A participant who
ceases employment by reason of death, injury, ill-health or disability is also
deemed a good leaver.
2.10 Current and deferred tax
Tax is recognised in profit or loss except that a charge attributable to an
item of income and expense recognised as other comprehensive income or to an
item recognised directly in equity is also recognised in other comprehensive
income directly in equity respectively.
The current income tax charge is calculated on the basis of tax rates and laws
that have been enacted or substantively enacted by the balance sheet date in
the countries where the Group operates and generates income.
Deferred tax balances are recognised where the carrying amount of an asset or
liability in the consolidated statement of financial position differs from its
tax base, except for differences arising on:
• the initial recognition of goodwill;
• the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction affects
neither accounting or taxable profit; and
• investments in subsidiaries and jointly controlled entities where
the Group is able to control the timing of the reversal of the difference and
it is probable that the difference will not reverse in the foreseeable future.
Recognition of deferred tax assets is restricted to those instances where it
is probable that taxable profit will be available against which the difference
can be utilised.
The amount of the asset or liability is determined using tax rates that have
been enacted or substantially enacted by the balance sheet date and are
expected to apply when the deferred tax liabilities or assets are settled or
recovered. Deferred tax balances are not discounted.
Deferred tax assets and liabilities are offset when the Group has a legally
enforceable right to offset current tax assets and liabilities and the
deferred tax assets and liabilities relate to taxes levied by the same tax
authority on either:
• the same taxable group company; or
• different company entities which intend either to settle current
tax assets and liabilities on a net basis, or to realise the assets and settle
the liabilities simultaneously, in each future period in which significant
amounts of deferred tax assets and liabilities are expected to be settled or
recovered.
2.11 Alternative performance measures ("APMs")
The Group has identified certain measures that it believes will assist the
understanding of the performance of the business. These APMs are not defined
or specified under the requirements of IFRS. The Group believes that these
APMs, which are not considered to be a substitute for, or superior to, IFRS
measures, provide stakeholders with additional useful information on the
underlying trends, performance and position of the Group and are consistent
with how business performance is measured internally.
The Group's APMs are: like for like ("LFL") revenue growth/(decline), Adjusted
EBITDA (Pre-IFRS), Operating cash flow and net cash/(debt).
The Directors use Adjusted EBITDA as a primary KPI in managing the business.
This measure excludes exceptional items, share option expenses and site
pre-opening costs and applies pre-IFRS 16 treatment of leases. The Directors
believe this measure gives a more relevant indication of the underlying
trading performance of the Group and is also the measure used by the banks for
the purposes of assessing covenant compliance.
2.12 Intangible assets
Goodwill
Goodwill represents the difference between amounts paid on the cost of a
business combination and the acquirer's interest in the fair value of the
Group's share of its identifiable assets and liabilities of the acquiree at
the date of acquisition. Subsequent to initial recognition, goodwill is
measured at cost less accumulated impairment losses. Goodwill is tested for
impairment on an annual basis.
Other intangible assets
Intangible assets are initially recognised at cost. After recognition, under
the cost model, intangible assets are measured at cost less any accumulated
amortisation and any accumulated impairment losses. Amortisation is charged so
as to allocate their cost over their estimated useful life on a straight line
basis. Computer software assets have a finite useful life, which is determined
to be 3 years.
2.13 Property, plant and equipment
Items of property, plant and equipment are initially recognised at cost. As
well as the purchase price, cost includes directly attributable costs.
Depreciation is charged so as to allocate the cost of assets less their
residual value over their estimated useful lives, using the straight-line
method.
Depreciation is provided on the following basis, which is reviewed at each
balance sheet date:
Short-term leasehold property -
over the lease term
Plant and machinery - over 5
years
Fixtures and fittings -
over 3 years
2.14 Leases
Right-of-use assets
The Group recognises a right-of-use asset at the lease commencement date.
Right-of-use assets are initially measured at the same amount as the lease
liability, reduced for any lease incentive received. Subsequently,
right-of-use assets are amortised on a straight line basis over the remaining
term of the lease and are assessed for impairment at each balance sheet date.
The majority of leases are covered by the Landlord and Tenant Act 1985 which
gives the right to extend the lease beyond the termination date. The Group
expects to extend the majority of leases covered by the Landlord and Tenant
Act 1985. This extension period is not included within the lease term as the
termination date cannot be determined.
Lease liabilities
At the commencement date of the lease, the Group recognises lease liabilities
measured at the present value of lease payments to be made over the lease
term. The lease payments include fixed lease payments less any lease
incentives receivable. In calculating the present value of lease payments, the
Group uses its incremental borrowing rate at the lease commencement date
because the interest rate implicit in the lease is not readily determinable.
Where the Group expects to extend the leases covered by the Landlord and
Tenant Act 1985, the extension period is not included within the lease term as
the termination date cannot be determined and these are not reasonably
certain.
Subsequently, lease liabilities are increased to reflect the interest cost on
the liability and reduced for the lease payments made, which are recognised on
a straight-line basis over the term of the lease. In addition, the carrying
amount of lease liabilities is remeasured if there is a modification, for
example a rent review or a change in the lease term.
When a lease liability is remeasured, the Group adjusts the carrying amount of
the liability to reflect the payments to be made over the revised term, which
are discounted at a revised discount rate. An equivalent adjustment is made to
the carrying value of the right-of-use asset, with the revised carrying amount
being depreciated over the remaining (revised) lease term. Lease payments
which are variable in nature and are not linked to any index or rate are
expensed in the period to which they relate.
2.15 Impairment
Assets that are subject to depreciation or amortisation are assessed at each
balance sheet date to determine whether there is any indication that the
assets are impaired.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are separately identifiable cash inflows which are
largely independent of the cash inflows from other assets or groups of assets
(cash- generating units). Each site is considered to be a CGU in its own
right.
Goodwill arising on the acquisition of Chilango Ltd and the Fresh Burritos
group has been allocated to individual cash-generating units based on the
forecasted EBITDA expected to be generated from each cash-generated unit at
the date of acquisition.
Other assets are tested for impairment whenever events or changes in
circumstances indicate that the carrying amount may not be recoverable. An
impairment loss is recognised for the amount by which the asset's carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of
an asset's (or CGU's) fair value less costs to sell and value in use.
Non-financial assets that have been previously impaired are reviewed at each
balance sheet date to assess whether there is any indication that the
impairment losses recognised in prior periods may no longer exist or may have
decreased.
2.16 Inventories
Inventories are initially recognised at cost, and subsequently at the lower of
the cost and net realisable value. Cost comprises all costs of purchase, costs
of conversion and other costs incurred in bringing the inventories to their
present location and condition.
Inventories are measured on a first-in-first-out basis.
2.17 Cash and cash equivalents
Cash is represented by cash in hand and deposits with financial institutions
repayable without penalty on notice of not more than 24 hours. Cash
equivalents are highly liquid investments that mature in no more than three
months from the date of acquisition and that are readily convertible to known
amounts of cash with insignificant risk of change in value. Payments taken
from customers on debit and credit cards are recognised as cash.
2.18 Valuation of investments
Investments in subsidiaries are measured at cost less accumulated impairment.
Income is recognised from these investments only in relation to distributions
receivable from post-acquisition profits. Distributions received in excess of
post-acquisition profits are deducted from the cost of the investment.
2.19 Operating segments
Operating segments are reported in a manner consistent with the internal
reporting provided to the Chief Operating Decision-Maker ("CODM"). The CODM
has been identified as the management team including the Chief Executive
Officer and Chief Financial Officer.
The Directors have taken a judgement that individual sites meet the
aggregation criteria in IFRS 8, constituting one operating and one reporting
segment and hence have concluded that the Group only has a single reporting
segment, as discussed in note 4.
2.20 Equity instruments
Financial instruments issued by the Group are treated as equity only to the
extent that they do not meet the definition of a financial liability. The
Group's ordinary shares are classified as equity instruments.
2.21 Financial instruments
The Group does not trade in financial instruments and all such instruments
arise directly from operations.
Financial assets
Financial assets held at amortised cost are trade and other receivables and
cash. All trade and other receivables are initially recognised at transaction
value, as none contain in substance a financing transaction.
Trade receivables are all due for settlement within one year. Due to their
short-term nature, the Directors consider the carrying amount of trade and
other receivables to equal their fair value.
Fees paid on the establishment of loan facilities are recognised as
transactional costs of the loan and the fee is capitalised as a prepayment for
liquidity services and amortised straight line over the period of the facility
to which it relates.
Financial assets that are measured at cost and amortised cost are assessed at
the end of each reporting year for objective evidence of impairment. The Group
applies the IFRS 9 simplified approach to measure expected credit losses using
a lifetime expected credit loss (ECL) provision for financial assets. To
measure expected credit losses on a collective basis, financial assets are
grouped based on similar credit risk and ageing. There are no expected credit
losses as consideration for goods is received at the point of sale.
Interest income is recognised in the Statement of comprehensive income and is
included in the "finance income" line item.
Financial liabilities
Financial liabilities held at amortised cost include trade and other payables,
lease liabilities and borrowings. Trade and other payables are initially
recognised at transaction value as none represent a financing transaction.
They are only derecognised when they are extinguished.
There are no material differences between the carrying values of financial
assets and liabilities held at amortised cost and their fair values.
Financial assets and liabilities are offset and the net amount reported in the
consolidated statement of financial position when there is an enforceable
right to set off the recognised amounts and there is an intention to settle on
a net basis or to realise the asset and settle the liability simultaneously.
Interest payable is recognised in the Statement of comprehensive income and is
included in the 'finance expenses' line item.
2.22 Financial risk
The Group's activities expose it to a variety of financial instrument risks.
The risk management policies employed by the Group to manage these risks are
detailed below. The primary objectives of the financial instrument risk
management function are to establish risk limits and then ensure exposure to
risks remains within these limits.
Interest rate risk
The Group is exposed to interest rate risk as the Group's borrowings have an
interest rate of SONIA plus a margin.
Commodity price risk
The Group is exposed to movements in wholesale prices of food and drinks. The
Group sources the majority of its products in Europe, however there is the
risk of disruption to supply caused by external factors, for example political
or economic factors. The Group always benchmarks any cost changes and
typically fixes prices for periods of between three and six months.
Capital risk
The Group manages the capital structure to ensure it will be able to operate
as a going concern, whilst maximising the return to shareholders. The
Directors look to optimise the debt-to-equity balance and may adjust the
capital structure by paying dividends to shareholders, returning capital to
shareholders, issue new shares or sell assets to reduce debt. The Directors
intend to maintain low net leverage levels as the Group's operating cash flows
are sufficient to fund the addition of new restaurants to the portfolio.
Credit risk
The Group's credit risk is attributable to trade and other receivables and
cash with the carrying amount best representing the maximum exposure to credit
risk. The Group places its cash only with banks with high-quality credit
standings. Trade and other receivables relate to day-to-day activities which
are entered into with creditworthy counterparties.
Liquidity risk
Liquidity risk is the risk that the Group may encounter difficulties in
meeting its financial obligations as they fall due. They may arise from the
Group's management of working capital, finance charges and principal
repayments on its debt. Following the acquisition of the Fresh Burritos group,
the Group's liquidity risk profile includes the working capital and funding
requirements of the French operation.
The Group has access to a £10m revolving credit facility held with Santander
UK plc, of which £2.8m is undrawn at the year end. Of this undrawn amount,
£2.5m has been allocated to an ancillary facility, an overdraft, which was
not utilised at 29 December 2024. As part of the Group's acquisition of Fresh
Burritos group on 5 July 2024, fifteen bank loans totalling £1,335,928 were
acquired.
The Directors regularly review cash flow forecasts to determine whether the
Group has sufficient reserves to meet obligations and take advantage of
opportunities.
Maturity analysis
Within 1 year 1 to 2 years 2 to 5 years Over 5 years Total
£ £ £ £ £
29 December 2024
Trade and other payables 12,180,782 - - - 12,180,782
Lease liabilities 8,514,332 6,998,525 16,087,227 16,610,119 48,210,203
Borrowings - 7,770,634 585,777 77,112 8,433,523
20,695,114 14,769,159 16,673,004 16,687,231 68,824,508
31 December 2023
Trade and other payables 9,749,505 - - - 9,749,505
Lease liabilities 5,804,285 5,548,013 13,630,276 18,373,748 43,356,322
Borrowings - - 2,949,021 - 2,949,021
15,553,790 5,548,013 16,579,297 18,373,748 56,054,848
Lease liabilities in table are undiscounted for purposes of report
2.23 Provisions for liabilities
Provisions are made where an event has taken place that gives the Group a
legal or constructive obligation that probably requires settlement by a
transfer of economic benefit, and a reliable estimate can be made of the
amount of the obligation.
Provisions are charged as an expense to profit or loss in the year that the
Group becomes aware of the obligation, and are measured at the best estimate
at the balance sheet date of the expenditure required to settle the
obligation, taking into account relevant risks and uncertainties.
When payments are eventually made, they are charged to the provision carried
in the Statement of financial position.
3. Critical accounting estimates and judgements
The Group makes certain judgements, estimates and assumptions regarding the
future. Estimates and judgements are continually evaluated based on historical
experience and other factors, including the expectations of future events that
are believed to be reasonable under the circumstances. Judgements that have
been made by the directors in the application of these accounting policies
that fall within the scope of IAS 1 paragraph 125 have been discussed below.
Determining the discount rate for IFRS 16
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. This 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 Directors carried out a review of the historic borrowing rates of the
Group and historic bond rates together with analysis of the lease terms. They
concluded that the use of a single discount rate applied to all leases signed
prior to 2 January 2022 is a reasonable approach. Based on this analysis a
discount rate of 3.4 percent has been applied. Subsequently, discount rates
have been applied on a lease-by-lease basis, in order to reflect the
increasing risk-free rate during this period. These discount rates range from
4.9 percent to 7.3 percent.
For the lease liabilities at 29 December 2024 a 0.1 percent increase in the
discount rate would reduce the total liabilities by £140,000 (31 December
2023: £11,000), which is not considered to be material. Therefore this is not
considered to be a key source of estimation uncertainty.
Impairment of goodwill, right of use assets and property, plant and equipment
Goodwill, right-of-use assets and property, plant and equipment are reviewed
for impairment when there is an indication that the assets might be impaired
by comparing the carrying value of the assets with their recoverable amounts.
The recoverable amount of an asset or cash generating unit (CGU) is determined
based on value-in-use calculations prepared on the basis of the Directors'
estimates and assumptions. Individual sites are viewed as separate CGUs.
The key assumptions in the value-in-use calculations include the growth rates
of revenue and expenses, together with the Group's weighted average cost of
capital (WACC), which is used as a discount rate. Projected cash flows are
based on financial budgets approved by the Board covering a four year period.
Beyond this four year period, projected cash flows have been based on a 3.0%
growth rate until the end of the lease terms. The value-in-use calculations
also factor in the cost of maintaining the assets, set at £21,000 per annum
for each site based on historic averages, and the impact of direct overhead
costs.
For the leases held in Chilango Ltd, a further key assumption in the
value-in-use calculations was that the leases with terms ending in less than
five years would be able to be renewed with terms of 10 years, in line with
the term lengths of leases held by Mexican Grill Ltd. If this assumption was
incorrect, the maximum potential impact on the impairment charge for the 52
weeks ended 29 December 2024 is an increase of £880,000 (31 December 2023:
increase of £1,605,818).
An independent external consultancy was engaged to calculate the Group's
post-tax WACC. As at 29 December 2024, the pretax WACC was determined to be
15.0% (31 December 2023: 15.1%). An increase in the discount rate of 1.0
percent would increase the impairment charge for the 52 weeks ended 29
December 2024 by £33,000 (31 December 2023: £nil), which is not considered
to be material.
In the 52 weeks ended 29 December 2024, goodwill of £5,510,175, property,
plant and equipment assets of £15,768,094 and right-of-use assets of
£31,750,594 have been tested for impairment. Detailed impairment testing
resulted in the recognition of an impairment charge of £598,291 (52 weeks
ended 31 December 2023: £289,901) against property, plant and equipment
assets (note 15), an impairment charge of £684,757 (52 weeks ended 31
December 2023: £nil) against goodwill (note 14), and an impairment charge of
£158,538 (52 weeks ended 31 December 2023: £nil) against right-of-use assets
(note 13).
As these assumptions have a significant risk of resulting in a material
adjustment to the carrying amounts of assets and liabilities within the next
financial year, these are considered to be key sources of estimation
uncertainty.
Business combinations
The acquisition of the Fresh Burritos group has been accounted for using the
acquisition method under IFRS 3. The identifiable assets and liabilities are
recognised at their fair value at the date of acquisition. Determining the
fair value of these assets and liabilities involved a degree of estimation. In
particular, the goodwill held within the Fresh Burritos group was not
determined to be separately identifiable and so the fair value of this
goodwill was adjusted to £nil. Additionally, a fair value adjustment was
recognised in respect of the right-of-use assets to reflect the expected cash
flows to be generated by the leases over their remaining terms, which is a
source of significant estimation uncertainty.
Useful economic lives of property, plant and equipment
The depreciation charge is dependent upon the assumptions used regarding the
useful economic lives of assets. A 10 percent increase in average useful
economic lives would result in a £369,000 decrease in depreciation in the 52
weeks ended 29 December 2024 (31 December 2023: £346,000). This is not
considered to be material and therefore this judgement is not deemed to be a
key source of estimation uncertainty.
Share-based payments
The charge for share-based payments is calculated according to the methodology
described in note 8. 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.
The vesting of certain share-based payments is dependent on the achievement of
specific performance and expansion targets over the three financial years
2023, 2024 and 2025. Assumptions have been made regarding the likelihood of
these criteria being met. A 25% increase in likelihood would result in a
£33,000 increase in share-based payment charge in the 52 weeks ended 29
December 2024 (31 December 2023: £21,175). This is not considered to be
material and therefore this judgement is not deemed to be a key source of
estimation uncertainty.
4. Revenue
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Sale of goods 66,898,225 64,848,049
Franchise royalty income 1,101,264 826,916
67,999,489 65,674,965
Geographical analysis - revenue
UK 64,593,706 65,348,619
Rest of Europe 3,003,338 -
Rest of World 402,445 326,346
67,999,489 65,674,965
Geographical analysis - non-current assets
UK 45,456,164 46,267,334
Rest of Europe 6,214,726 -
51,670,890 46,267,334
IFRS 8 Operating Segments requires operating segments to be based on the
Group's internal reporting to its Chief Operating Decision Maker ("CODM"). The
CODM is regarded as the management team of the Chief Executive Officer and the
Chief Financial Officer.
The Group has five income streams:
• UK sales from Group-operated restaurants
• UK franchise sales from franchised restaurants
• Middle East franchise sales from franchised restaurants
• France sales from Group-operated restaurants
• France franchise sales from franchised restaurants
The franchise aspects of the business have a minimal cost and asset base which
cannot be reliably determined and therefore they are not considered to be
material and separable segments, and are not separately monitored. There are
similar economic characteristics between the franchise aspects and the
Group-operated restaurant business, with each following a similar sales and
EBITDA trajectory. These have been reviewed by the Directors along with the
non-financial criteria of IFRS 8. It is the Directors' judgement that despite
some short-term variability, all income streams have similar economic
characteristics in the medium and long-term and meet the criteria for
aggregation into a single reporting segment. Therefore, no segmental analysis
is provided. While the nature of the Group's business is not considered to
encompass separate operating segments for the reasons outlined above, there
geographical monitoring and therefore analysis is presented in line with IFRS
8 paragraph 33.
5. Operating profit
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Depreciation and amortisation 8,762,397 8,155,814
Impairment of right-of-use assets 158,538 -
Loss on disposal of fixed assets 126,690 40,747
Impairment of fixed assets 598,291 289,901
Impairment of goodwill 684,757 -
Variable lease payments 418,846 692,886
Inventories - amounts charged as an expense 15,889,248 14,883,204
Share option (credit)/expense (45,393) 387,443
Pre-opening costs (non-GAAP)** 397,243 344,570
Exceptional items (non-GAAP)* 1,522,532 437,756
Bank arrangement fee amortisation 18,540 18,540
Auditors remuneration:
Audit fees 165,610 133,000
Other assurance services 17,500 9,700
* Exceptional items in 2024 includes £1.3m of costs incurred in relation to
the acquisition of Fresh Burritos (see note 25).
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Pre-opening costs 397,243 344,570
Number of new launches in period 3 6
** Pre-opening costs include costs of £84,562 for the opening of one UK site,
and costs of £312,681 for the conversion of an acquired site in Strasbourg,
France, to the Tortilla brand and the opening of our Central Processing
Kitchen in Lille, France.
6. Employees
The average monthly number of employees, including the directors, during the
period was as follows:
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
No. No.
Operations staff 1,127 1,094
Head office staff 61 52
1,188 1,146
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Wages and salaries 21,026,142 19,634,665
Social security costs 1,462,167 1,164,438
Pension costs 279,981 220,650
Share based (credit)/expense (note 8) (45,393) 387,443
22,722,897 21,407,196
Directors' remuneration, included in staff costs, was as follows:
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Short-term employee benefits 762,000 585,205
Post-employment benefits 2,000 2,643
764,000 587,848
7. Directors' remuneration and key management information
The highest paid Director received remuneration of £223,000 (2023:
£231,000).
The number of Directors receiving pension contributions was 2 (2023: 2).
The share-based payment credit arising from the Directors' participation in
the Company's LTIP scheme was £160,000 (2023: expense £219,000).
There are no Key Management Personnel other than the Directors. Further
information about the remuneration of individual Directors is provided in the
Annual Remuneration report on pages 48 to 51 of the annual report.
8. Share based payments
A transaction is accounted for as a share-based payment when services are paid
for in shares or similar equity instruments.
The Group issues equity-settled share-based payments to Directors and certain
members of staff. Equity-settled share-based schemes are measured at fair
value at the date of grant, using the Black Scholes valuation model. The
expected life used in the model is adjusted, based on Management's best
estimate, for the effects of non-transferability, exercise restrictions and
behavioural considerations.
The fair value determined at the grant date of the equity-settled share-based
payment is expensed on a straight-line basis over the vesting period, based on
the Group's estimate of shares that will eventually vest.
The Tortilla Mexican Grill plc Long-Term Incentive Plan 2021 ("LTIP")
Under the LTIP, options were awarded to Directors and members of the senior
management team. 50 percent vests after three years and the remaining 50
percent vests after the fourth year. The vesting is dependent on achievement
of specific Adjusted EBITDA targets for the 2023 and 2024 financial years. The
Adjusted EBITDA target for 2023 has been met, however the target for 2024 has
not been met. Therefore the options that were due to vest after three years
have been forfeited.
In the 52 weeks ended 1 January 2023, 205,714 nil cost options were awarded
under the LTIP to Directors which will vest on 1 December 2024. The vesting is
dependent on the Directors' continuous employment.
In the 52 weeks ended 31 December 2023, 600,387 nil cost options were awarded
under the LTIP to Directors and members of the senior management team which
will vest on 10 May 2026. The vesting of the awards made to Directors is
dependent on achievement of specific performance and expansion targets over
the three financial years 2023, 2024 and 2025, as well as the Directors'
continuous employment. The vesting of the awards made to members of the senior
management team is dependent on continuous employment only.
In the 52 weeks ended 29 December 2024, 1,166,778 nil cost options and 119,081
market value options were awarded under the LTIP to Directors and members of
the senior management team which have a vesting period of 36 months. The
vesting of the awards made to Directors is dependent on achievement of
specific expansion targets over the three financial years 2024, 2025 and 2026,
as well as the Directors' continuous employment. The vesting of the awards
made to members of the senior management team is dependent on continuous
employment only.
Awards are forfeited if the employee leaves the Group before the awards vest,
except under the circumstances where the employee is considered a 'Good
Leaver'.
Details of the share awards outstanding are as follows:
29 December 2024 29 December 2024 31 December 2023 31 December 2023
Number of share options Weighted average exercise price Number of share options Weighted average exercise price
# £ # £
Outstanding at beginning of the period 2,245,991 1.2 1,946,046 1.6
Granted during the period 1,285,859 - 600,387 -
Exercised during the period - - - -
Forfeited during the period (1,076,618) 1.5 (300,442) 1.8
Outstanding at the end of the period 2,455,232 0.5 2,245,991 1.2
The awards outstanding at the end of 29 December 2024 have a remaining
weighted average contractual life of nineteen months (31 December 2023:
nineteen months) and an exercise price of £0.46 (31 December 2023: £1.16).
At the end of 29 December 2024 543,392 awards were exercisable (31 December
2023: none).
The Group recognised total credits related to the above equity-settled
share-based payment transactions in the form of options during the 52 weeks
ended 29 December 2024 of £60,136 (31 December 2023: charge of £369,021) and
related employer National Insurance charge of £14,743 (£31 December 2023:
£18,422).
The fair values were calculated using a Black Scholes model. The inputs used
for fair valuing awards granted during the period were as follows:
29 December 2024
May-24 Jul-24 Dec-24 31 December 2023
Share price at grant date (pence) 47p 53p 51p 107p
Exercise price (pence) - - 52p -
Expected volatility (%) 58% 57% 53% 56%
Option life (years) 3.0 3.0 3.0 3.0
Risk free interest rate (%) 4.11% 3.96% 4.12% 3.88%
9. Interest receivable
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Bank interest income 83,999 31,900
10. Interest payable and similar expenses
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
£ £
Bank interest payable 477,781 269,491
Finance cost on lease liabilities 1,736,683 1,531,685
2,214,464 1,801,176
11. Taxation
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
Current tax
UK corporation tax on profits for the period - -
France corporation tax on profits for the period 26,779 -
Adjustments in respect of previous periods - (610,319)
Total current tax 26,779 (610,319)
Deferred tax
Origination and reversal of timing differences (17,277) 617,696
Total deferred tax (17,277) 617,696
Total tax charge for the period 9,502 7,377
Factors affecting tax charge for the period
The tax assessed for the period differs from the standard rate of corporation
tax in the UK and France of 25%. The differences are explained below:
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
Loss on ordinary activities before tax (3,316,969) (1,085,166)
Loss on ordinary activities multiplied by standard rate of corporation tax in (829,242) (271,292)
the UK and France of 25% (2023 UK: 25%):
Effects of:
Expenses not deductible for tax purposes 415,580 91,098
Capital allowances in excess of depreciation 140,616 608,059
Other timing differences, primarily arising from operating lease accounting (157,893) 129,693
Movement in unprovided deferred tax 440,441 60,138
Adjustments to tax charge in respect of prior periods - (610,319)
Total tax charge / (credit) for the period 9,502 7,377
At 29 December 2024, the Group had unused carried forward tax losses of
£5,265,402 (31 December 2023: £3,037,488). £1,768,479 of carried forward
tax losses relate to France group entities, which have not been recognised as
a deferred tax asset as the timing of utilisation is uncertain. The remainder
are held with UK group entities which are expected to be fully utilised in
future periods. The rate used to calculate the deferred tax balances at 29
December 2024 is 25% (31 December 2023: 25%).
12. Earnings / (Loss) per share
Basic earnings/(losses) per share is calculated by dividing the loss
attributable to equity shareholders by the weighted average number of shares
outstanding during the period.
52 weeks ended 52 weeks ended
29 December 2024 31 December 2023
Loss used in calculating basic and diluted loss (3,326,471) (1,092,543)
Weighted average number of shares for the purpose of basic and diluted 38,664,031 38,664,031
earnings per share
Basic and diluted loss per share (pence) (8.6) (2.8)
In accordance with IAS 33, diluted EPS must be presented when a company could
be required to issue shares that would decrease earnings per share or increase
the loss per share. However, IAS 33 stipulates that diluted EPS cannot show an
improvement compared to basic EPS. In this case, as the inclusion of potential
ordinary shares would result in an improvement, they have been disregarded in
the calculation of diluted EPS.
13. Leases
Right-of-use assets £
At 01 January 2023 31,035,358
Additions 3,682,001
Arising from acquisition -
Disposals (851,987)
Depreciation (4,344,878)
At 31 December 2023 29,520,494
Additions 4,486,940
Arising from acquisition 4,094,256
Disposals (1,665,249)
Depreciation (4,685,847)
Impairment (158,538)
At 29 December 2024 31,592,056
£
Lease liabilities
At 01 January 2023 (36,723,889)
Additions (3,682,004)
Arising from acquisition -
Interest expense (1,531,685)
Lease payments 5,881,752
Disposals 851,987
At 31 December 2023 (35,203,839)
Additions (4,487,023)
Arising from acquisition (4,642,972)
Interest expense (1,735,062)
Lease payments 6,853,314
Disposals 1,665,249
At 29 December 2024 (37,550,333)
Carrying amount by maturity of the Group lease liabilities
Within 1 year 1 to 2 years 2 to 5 years Over 5 years More than 1 year Total
£ £ £ £ £ £
29 December 2024 7,060,640 6,242,115 13,205,294 11,042,284 30,489,693 37,550,333
31 December 2023 5,670,902 5,195,183 11,769,439 12,568,315 29,532,937 35,203,839
The maturity analysis for the undiscounted lease liabilities is detailed in
note 2.22.
The Group has 40 (2023: 33) lease contracts that include variable lease
payments in the form of revenue-based rent top-ups. The Group also has certain
leases with lease terms of 12 months or less. The Group applies the
'short-term lease' and 'lease of low-value assets' recognition exemptions for
these leases. In the 52 weeks ended 29 December 2024, the total expense
arising from variable lease payments amounted to £418,846 (52 weeks ended 31
December 2023: £692,886).
The majority of UK leases are covered by the Landlord and Tenant Act 1985
which gives the right to extend the lease beyond the termination date. The
majority of French leases are covered by similar legislation in France,
governed primarily by the Code de commerce articles L145-1 to L145-60. The
Group expects to extend the leases covered by the Landlord and Tenant Act
1985, however this extension period is not included within the lease term for
the purposes of calculating the above lease liabilities because the
termination date cannot be determined and these are not reasonable certain.
14. Intangible assets
Computer software Leasehold rights Goodwill Total
£ £ £ £
Cost
At 01 January 2023 15,500 2,624,886 2,640,386
At 31 December 2023 15,500 2,624,886 2,640,386
Arising on acquisition 12,577 82,928 2,885,289 2,980,794
At 29 December 2024 28,077 82,928 5,510,175 5,621,180
Amortisation
At 01 January 2023 8,181 - 8,181
Amortisation charge 5,166 - 5,166
At 31 December 2023 13,347 - - 13,347
Amortisation charge 4,563 9,482 - 14,045
Impairment - - 684,757 684,757
At 29 December 2024 17,910 9,482 684,757 712,149
Net book value
At 29 December 2024 10,167 73,446 4,825,418 4,909,031
At 31 December 2023 2,153 - 2,624,886 2,627,039
Goodwill
The components of goodwill comprise the amounts arising on acquisition of the
following businesses:
29 December 2024 31 December 2023
£ £
Brewer Street 110,374 334,647
Brushfield Street 171,507 171,507
Chancery Lane 117,126 117,126
Croydon 104,577 104,577
Islington 5,930 466,414
London Bridge 543,801 543,801
London Wall 363,928 363,928
Manchester 522,886 522,886
Goodwill arising on acquisition of Chilango Ltd 1,940,129 2,624,886
Goodwill arising on the acquisition of Fresh Burritos (see note 25) 2,885,289 -
4,825,418 2,624,886
At the acquisition date, goodwill is allocated to each group of CGUs expected
to benefit from the combination. Each site is considered to be a separate CGU
for impairment purposes and therefore the goodwill was allocated to individual
sites. The goodwill allocation was based on the forecasted EBITDA that was
expected to be generated.
15. Tangible assets
Long-term leasehold property Plant and machinery Fixtures and Total
fittings
£ £ £ £
Cost
At 01 January 2023 16,049,266 5,128,645 6,692,407 27,870,318
Additions 1,995,101 960,842 1,579,174 4,535,117
Disposals (51,995) (860,302) (765,619) (1,677,916)
At 31 December 2023 17,992,372 5,229,185 7,505,962 30,727,519
Additions 803,688 2,780,168 1,415,335 4,999,191
Arising on acquisition - 1,395,405 220,110 1,615,515
Disposal (432,889) (120,192) (63,798) (616,879)
At 29 December 2024 18,363,171 9,284,566 9,077,609 36,725,346
Depreciation
At 01 January 2023 8,068,909 3,269,990 2,810,318 14,149,217
Charge for the period 1,238,432 640,731 1,926,606 3,805,769
Disposals (34,288) (849,855) (753,026) (1,637,169)
Impairment charge 289,901 - - 289,901
At 31 December 2023 9,562,954 3,060,866 3,983,898 16,607,718
Charge for the period 1,180,809 917,411 1,955,906 4,054,126
Arising from acquisition - 624,503 161,094 785,597
Disposals (510,015) (81,909) 101,735 (490,189)
Impairment charge 527,152 54,119 17,020 598,291
At 29 December 2024 10,760,900 4,574,990 6,219,653 21,555,543
Net book value
At 29 December 2024 7,602,271 4,709,576 2,857,956 15,169,803
At 31 December 2023 8,429,418 2,168,319 3,522,064 14,119,801
16. Inventories
29 December 2024 31 December 2023
£ £
Food and beverage for resale 547,753 358,861
There is no material difference between the replacement cost of inventories
and the amounts stated above.
Total inventory recognised as an expense in the consolidated statement of
comprehensive income during the period was £15,899,248 (52 weeks ended 31
December 2023: £14,883,204).
17. Trade and other receivables
29 December 2024 31 December 2023
£ £
Trade receivables 743,556 404,241
Other receivables 1,284,958 1,713,007
Prepayments and accrued income 1,270,959 1,017,827
3,299,473 3,135,075
Trade receivables primarily relate to sales due from third party delivery
providers and these are settled the week immediately following the week in
which the sale was recorded. There are also amounts owed by the Group's
franchise partners, which are due within 30 days of the end of the period.
Other receivables consists of deposits held by third parties, generally
landlords, and franchise income accrued but not yet invoiced to third parties.
The Group held no collateral against these receivables at the balance sheet
dates. The Directors consider that the carrying amount of receivables are
recoverable in full and that any expected credit losses are immaterial.
18. Cash and cash equivalents
29 December 2024 31 December 2023
£ £
Cash at bank and in hand 2,760,960 1,644,674
Cash and cash equivalents comprise cash at bank, in hand and cash in transit.
Cash in transit comprises card payment receipts, which are received on the
next working day. The fair value of cash and cash equivalents is the same as
their carrying value.
19. Trade and other payables
29 December 2024 31 December 2023
£ £
Trade payables (4,664,955) (2,768,567)
Other taxation and social security (2,192,159) (2,119,292)
Other payables (1,535,772) (940,674)
Accruals and deferred income (3,787,896) (3,920,972)
(12,180,782) (9,749,505)
20. Loans and borrowings
29 December 2024 31 December 2023
£ £
Bank loans - falling due after one year (8,465,962) (3,000,000)
Amortised issue costs 32,439 50,979
(8,433,523) (2,949,021)
As part of the Group's IPO on 8 October 2021, the existing facilities were
repaid and a new financing arrangement was signed with Santander UK plc. This
is a £10m senior facility, repayable in full on 14 September 2026, with a
drawn balance at 29 December 2024 of £7.2m (31 December 2023: £3.0m). The
Group has allocated £2.5m of the remaining undrawn amount to an ancillary
facility, an overdraft, which was not utilised at 29 December 2024 or 31
December 2023. Arrangement fees of £93,000 were incurred as part of the
refinancing and this is being amortised to the Group consolidated statement of
comprehensive income over the term of the facility. The loan balance is being
recognised net of these arrangement fees.
The facility accrues interest at rates of 2.75% - 3.25% plus SONIA and the
overdraft attracts interest at a rate of 2.75% plus SONIA when utilised. These
loans are secured by a debenture over the assets of the Group and are
presented net of capitalised amortised issue costs.
As part of the Group's acquisition of Fresh Burritos group on 5 July 2024,
thirteen bank loans totalling £1,335,928 were acquired. These loans are held
across Société Générale S.A, BNP Paribas, LCL S.A (Credit Lyonnais) and
Crédit Agricole. The term dates of these loans vary in length and are
repayable over the period from 27 May 2025 to 12 July 2031, with interest
rates ranging from 1 - 3%.
21. Deferred taxation
Deferred taxation liability
£
At 1 January 2023 -
Charged to profit or loss 617,696
At 31 December 2023 617,696
Charged to profit or loss (17,277)
At 29 December 2024 600,419
29 December 2024 31 December 2023
£ £
Accelerated capital allowances (1,474,650) (1,444,558)
Tax losses carried forward 874,231 826,862
(600,419) (617,696)
22. Share capital
29 December 2024 31 December 2023
£ £
Allotted, called up and fully paid
38,664,031 Ordinary shares of £0.01 each 386,640 386,640
Ordinary shares entitle the holder to participate in dividends and the process
on the winding up of the Company in proportion to the number of and amounts
paid on the shares held. The fully paid ordinary shares have a par value of
£0.01 and the Company does not have a limited amount of authorised capital.
23. Reserves
Share premium account
The share premium account records the amount above the nominal value received
for shares sold.
Share based payment reserve
The Group presents employee share options as an adjustment to own equity
through this reserve until the point that the shares are awarded and cease to
be conditional awards.
Merger Reserve
The merger reserve represents the excess over nominal value of the fair value
consideration for the business combination of Tortilla Mexican Grill plc and
Mexican Grill Ltd during the Group's IPO. This was satisfied by the issue of
shares in accordance with Section 612 of the Companies Act 2006.
Profit and loss account
The accumulated net profits and losses of the Group.
24. Analysis of net debt
At 31 December 2023 Cash flows Amounts arising on acquisition of subsidiaries Loan drawdown Additions and disposals of leases Finance expense At 29 December 2024
£ £ £ £ £ £ £
Cash at bank and in hand 1,644,674 (3,263,616) 179,902 4,200,000 2,760,960
Bank loans (2,949,021) (1,335,928) (4,200,000) 51,426 (8,433,523)
Lease liabilities (35,203,839) 6,853,314 (4,642,972) (2,821,774) (1,735,062) (37,550,333)
Net debt (36,508,186) 3,589,698 (5,798,998) - (2,821,774) (1,683,636) (43,222,896)
At 2 January 2023 Cash flows Additions and disposals of leases Finance expense At 31 December 2023
£ £ £ £ £
Cash at bank and in hand 2,375,800 (731,126) - - 1,644,674
Bank loans (2,930,481) - - (18,540) (2,949,021)
Lease liabilities (36,723,889) 5,881,748 (2,830,013) (1,531,685) (35,203,839)
Net debt (37,278,570) 5,150,622 (2,830,013) (1,550,225) (36,508,186)
25. Business combinations
On 5 July 2024, the Company entered into a transaction to acquire the Fresh
Burritos Group. This included 100% of the issued share capital and voting
rights of six entities FB GDN, LADJ & CO, FB VDE, FB NICE, FB CARRE
SENART, and FB STRAS51, and the trade and assets of seven further restaurants:
FB ATLANTIS SARL, FB BERCY SARL, FB BETHUNE SARL, FB CERGY SARL, FB GRENOLBLE
SARL, FB NANTES SARL, and FB SAINT-LAZARE SARL.
The purpose of the acquisition was to grow the Group's business by entering
into a new market in France.
Recognised amounts of identifiable assets acquired and liabilities assumed
Book value Fair value adjustments Fair value
£ £ £
Non-current assets
Intangible assets 1,104,368 (1,019,784) 84,584
Tangible assets 846,489 - 846,489
Right-of-use assets 4,642,973 (548,717) 4,094,256
Total non-current assets 6,593,830 (1,568,501) 5,025,329
Current assets
Inventories 32,860 32,860
Trade and other receivables 326,953 326,953
Cash and cash equivalents 179,902 179,902
Total current assets 539,715 - 539,715
Liabilities
Trade and other payables due within one year (942,687) 177,247 (765,440)
Loans and borrowings due after more than one year (1,553,542) 217,614 (1,335,928)
Lease liabilities (4,642,972) (4,642,972)
Total liabilities (7,139,201) 394,861 (6,744,340)
Total identifiable net liabilities (5,656) (1,173,640) (1,179,296)
Goodwill 2,885,289
Total purchase consideration 1,705,993
Fair value of consideration paid:
Cash 1,530,155
Contingent consideration 175,838
Total purchase consideration 1,705,993
At acquisition date, the acquired entities reported goodwill and licence fees
of £1,019,784 within intangible assets. These were not considered to be
separately identifiable and therefore a fair value adjustment was made in
respect of these.
The lease liabilities of £4,642,972 were calculated on acquisition in line
with IFRS 3. These were calculated as if the lease inception date was the
acquisition date.
The goodwill arising on the Fresh Burritos acquisition is not deductible for
tax purposes.
The contingent consideration was dependent on the finalisation of the net
non-banking debt of the acquired entities as at the date of acquisition. The
contingent consideration was outstanding as at 29 December 2024, however
subsequent to the period year this has been finalised and settled in full.
The revenue included in the consolidated statement of comprehensive income
since 5 July 2024 contributed by the Fresh Burritos group was £3,003,338. The
Fresh Burritos group also contributed losses of £1,639,477 over the same
period. Had the Fresh Burritos group been consolidated from 1 January 2024,
the consolidated statement of comprehensive income would have included revenue
of £4,777,665 and losses of £2,651,939.
An amount of £1,285,503 has been charged to the Statement of comprehensive
income in the 52 weeks ended 29 December 2024 in respect of acquisition costs
and is recognised within administrative expenses.
26. Subsidiary undertakings
The subsidiaries of Tortilla Mexican Grill plc, all of which have been
included in the consolidated financial information and comprise the Group, are
as follows:
Name Registered Office Principal activity Holding
Mexican Grill Ltd United Kingdom Operation of restaurants 100%
Mexican Grill International Franchise Ltd United Kingdom International franchising 100%
California Grill Ltd United Kingdom Holding leases 100%
Chilango Ltd United Kingdom Operation of restaurants 100%
Chilango City Ltd United Kingdom Holding leases 100%
Chilango London Ltd United Kingdom Holding leases 100%
Chilango Mexican Ltd United Kingdom Holding leases 100%
Chilango UK Ltd United Kingdom Holding leases 100%
Tortilla Mexican Grill France SAS France Financing subsidiaries 100%
Tortilla Restaurants SAS France Operation of restaurants 100%
Tortilla Franchise SAS France Franchising 100%
FB CARRE SENART France Operation of restaurants 100%
FB GDN France Operation of restaurants 100%
FB NICE France Operation of restaurants 100%
FB STRAS51 France Operation of restaurants 100%
FB VDE France Operation of restaurants 100%
LAJD & CO France Operation of restaurants 100%
100%
The registered address for all above named subsidiaries based in the United
Kingdom is 1st Floor Evelyn House, 142 New Cavendish Street, London, UK, W1W
6YF.
The registered address for all above named subsidiaries based in France is 4
rue de Marivaux, 75002, Paris, France.
The shares held in all above named subsidiaries are ordinary shares.
The below subsidiaries will apply the parent guarantee audit exemption under
section 479A of the Companies Act 2006 for the purposes of their reporting for
the period ended 29 December 2024: California Grill Ltd, Chilango London Ltd,
and Chilango Mexican Ltd.
27. Related party transactions
Mexican Grill Ltd was charged monitoring fees of £30,000 for the 52 weeks
ended 29 December 2024 (31 December 2023: £30,000) by QS Direct SI 2
S.à.r.l, in its capacity as General Partner of the Group's shareholder QS
Direct SI 2 SCA SICAR.
Tortilla Mexican Grill plc was charged consulting fees of £146,000 and
non-executive director fees of £nil for the 52 weeks ended 29 December 2024
(31December 2023: non-executive director fees of £9,000) by Kikkirossi SARL,
an entity incorporated in Switzerland which is wholly owned by a Director of
Tortilla Mexican Grill plc.
28. Controlling party
The Directors believe that there is no ultimate controlling party of the
Group.
29. Capital commitments
The Group had capital commitments of £215,000 at 29 December 2024 (31
December 2023: £nil).
30. Post-balance sheet events
The Directors consider that there are no material post balance sheet effects
affecting the Group or the Company that have occurred between the end of the
period and the date of publication of this report.
31. IFRS comparison to UK GAAP (unaudited)
This is a non-GAAP note and does not form part of the financial statements.
Pre-IFRS 16 IFRS 16 IFRS Pre-IFRS 16 IFRS 16 IFRS
52 weeks ended adjustments 52 weeks ended 52 weeks ended adjustments 52 weeks ended
29 December 2024 29 December 2024 31 December 2023 31 December 2023
£ £ £ £ £ £
Revenue 67,247,502 - 67,247,502 65,674,965 - 65,674,965
Cost of sales (15,294,786) 147,525 (15,147,261) (14,883,204) - (14,883,204)
Gross profit 51,952,716 147,525 52,100,241 50,791,761 - 50,791,761
Administrative expenses (54,997,403) 1,710,658 (53,286,745) (51,657,149) 1,549,498 (50,107,651)
Profit/(loss) from operations (3,044,687) 1,858,183 (1,186,504) (865,388) 1,549,498 684,110
Adjusted EBITDA 4,475,155 6,614,043 11,089,198 4,565,275 5,793,606 10,358,881
Pre-opening costs (411,114) 13,871 (397,243) (478,911) 134,341 (344,570)
Share based payments 45,393 - 45,393 (387,443) - (387,443)
Depreciation and amortisation (4,163,840) (4,725,247) (8,889,087) (3,818,112) (4,378,449) (8,196,561)
Impairment charge (1,283,048) (158,538) (1,441,586) (289,901) - (289,901)
Non-trading costs (3,612) - (3,612) (18,540) - (18,540)
FX loss (67,035) - (67,035) - - -
Exceptional items (1,636,586) 114,054 (1,522,532) (437,756) - (437,756)
Profit/(loss) from operations (3,044,687) 1,858,183 (1,186,504) (865,388) 1,549,498 684,110
Finance income 83,999 - 83,999 31,900 - 31,900
Finance expense (478,063) (1,736,401) (2,214,464) (269,491) (1,531,685) (1,801,176)
Profit/(loss) before tax (3,438,751) 121,782 (3,316,969) (1,102,979) 17,813 (1,085,166)
Tax (charge)/credit (9,502) - (9,502) (7,377) - (7,377)
Loss for the period (3,448,253) 121,782 (3,326,471) (1,110,356) 17,813 (1,092,543)
31. IFRS comparison to UK GAAP (unaudited) (continued)
Pre-IFRS 16 IFRS 16 IFRS Pre-IFRS 16 IFRS 16 IFRS
52 weeks ended adjustments 52 weeks ended 52 weeks ended adjustments 52 weeks ended
29 December 2024 29 December 2024 31 December 2023 31 December 2023
£ £ £ £ £ £
Fixed assets
Intangible assets 4,909,031 - 4,909,031 2,627,039 - 2,627,039
Tangible assets 14,675,387 494,416 15,169,803 13,573,308 546,493 14,119,801
Right-of-use assets (548,716) 32,140,772 31,592,056 - 29,520,494 29,520,494
Total fixed assets 19,035,702 32,635,188 51,670,890 16,200,347 30,066,987 46,267,334
Current assets
Inventories 547,753 - 547,753 358,861 - 358,861
Trade and other receivables 4,417,207 (1,117,734) 3,299,473 4,213,507 (1,078,432) 3,135,075
Cash at bank and in hand 2,760,960 - 2,760,960 1,644,674 - 1,644,674
Total current assets 7,725,920 (1,117,734) 6,608,186 6,217,042 (1,078,432) 5,138,610
Current liabilities
Trade and other payables (13,672,810) 1,492,028 (12,180,782) (11,416,127) 1,666,622 (9,749,505)
Lease liabilities (2,441,919) (7,060,640) (9,502,559) - (5,670,902) (5,670,902)
Total current liabilities (16,114,729) (5,568,612) (21,683,341) (11,416,127) (4,004,280) (15,420,407)
Non-current liabilities
Loans and borrowings (8,547,577) 114,054 (8,433,523) (2,949,021) - (2,949,021)
Lease liabilities 2,442,002 (30,489,776) (28,047,774) - (29,532,937) (29,532,937)
Deferred taxation (600,419) - (600,419) (617,696) - (617,696)
Total non-current liabilities (6,705,994) (30,375,722) (37,081,716) (3,566,717) (29,532,937) (33,099,654)
-
Net assets 3,940,899 (4,426,880) (485,981) 7,434,545 (4,548,662) 2,885,883
Equity attributable to equity holders of the company
Called up share capital 386,640 - 386,640 386,640 - 386,640
Share premium account 4,433,250 - 4,433,250 4,433,250 - 4,433,250
Share based payment reserve 794,585 - 794,585 839,978 - 839,978
Merger reserve 4,793,170 - 4,793,170 4,793,170 - 4,793,170
Profit and loss account (6,466,746) (4,426,880) (10,893,626) (3,018,493) (4,548,662) (7,567,155)
Total equity 3,940,899 (4,426,880) (485,981) 7,434,545 (4,548,662) 2,885,883
Company statement of financial position
As at 29 December 2024
29 December 2024 31 December 2023
Note £ £
Fixed assets
Investments 3 1,504,133 1,549,526
Current assets
Debtors: amounts falling due within one year 4 2,608,115 2,608,115
Creditors: amounts falling due within one year 5 (1,205,054) (343,386)
Net current assets 1,403,061 2,264,729
Total assets less current liabilities 2,907,194 3,814,255
Net assets 2,907,194 3,814,255
Capital and reserves
Called up share capital 6 386,640 386,640
Share premium account 7 4,433,250 4,433,250
Share based payment reserve 7 794,585 839,978
Profit and loss account 7 (2,707,281) (1,845,613)
2,907,194 3,814,255
The accompanying notes on pages 52 to 54 form an integral part of these
financial statements.
As permitted by section 408(3) of the Companies Act 2006, the Company's
statement of comprehensive income has not been included in these financial
statements. The loss for the period was £861,668 (2023: £5,479).
The financial statements of Tortilla Mexican Grill plc (registration number
13511888) were approved and authorised for issue by the board and were signed
on its behalf by:
Maria Denny
CHIEF FINANCIAL OFFICER
20 May 2025
Company statement of changes in equity
For the 52 weeks ended 29 December 2024
Called up share capital Share premium account Other reserves Profit and loss account Total equity
£ £ £ £ £
At 02 January 2023 386,640 4,433,250 452,535 (1,840,134) 3,432,291
Loss for the period - - - (5,479) (5,479)
Share based payments - - 387,443 - 387,443
At 01 January 2024 386,640 4,433,250 839,978 (1,845,613) 3,814,255
Loss for the period - - - (861,668) (861,668)
Share based payments - - (45,393) - (45,393)
At 29 December 2024 386,640 4,433,250 794,585 (2,707,281) 2,907,194
The notes on pages 52 to 54 form part of these financial statements.
Notes to the financial statements
For the 52 weeks ended 29 December 2024
1. General information
Tortilla Mexican Grill plc, the "Company", is incorporated and domiciled in
the United Kingdom and registered in England and Wales. The registered address
of Tortilla Mexican Grill plc is 142-144 New Cavendish Street, London, W1W
6YF, United Kingdom.
The Company was incorporated on 15 July 2021 and was admitted to trading on
AIM on 8 October 2021. The Company is a public limited company limited by
shares whose shares are publicly traded on the Alternative Investment Market
of the London Stock Exchange.
The principal activity of the Company and the nature of the Company's
operations are as a holding entity.
2. Accounting policies
2.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost
convention unless otherwise specified within these
accounting policies and in accordance with Financial Reporting Standard 102,
the Financial Reporting Standard applicable
in the UK and the Republic of Ireland ("FRS 102") and the Companies Act 2006.
As permitted by FRS 102, the Company has taken advantage of the disclosure
exemptions available under that standard in relation to presentation of a
Company statement of comprehensive income and Company statement of cash flows,
standards not yet effective, impairment of assets, related party transactions
and remuneration of key management personnel.
The financial statements are presented in GBP. The financial statements
present information about the Company as an
individual entity and not about the Group.
The following principal accounting policies have been applied:
2.2 Investments
Investments held as non-current assets are stated at cost less provision for
any impairment. The carrying value of investments are reviewed for impairment
when events or changes in circumstances indicate that the carrying amount may
not be recoverable. Shares issued in a paper for paper exchange to which local
merger relief applies are booked at their nominal value.
2.3 Financial instruments
The Company enters into basic financial instrument transactions that result in
the recognition of financial assets and liabilities like trade and other
debtors and creditors, and loans from banks and other parties.
Debt instruments (other than those wholly repayable or receivable within one
year), including loans and other accounts receivable and payable, are
initially measured at the present value of the future cash flows and
subsequently at amortised cost using the effective interest rate method. Debt
instruments that are payable within one year, typically trade debtors and
credit, are measured, initially and subsequently, at the undiscounted amount
of the cash or other consideration expected to be paid or received.
Financial assets that are measured at cost and amortised cost are assessed at
the end of each reporting period for objective evidence of impairment. If
objective evidence is found, an impairment loss is recognised in the statement
of comprehensive income.
Financial assets and liabilities are offset and the net amount reported in the
statement of financial position when there is an enforceable right to set off
the recognised amounts and there is an intention to settle on a net basis or
to realise the asset and settle the liability simultaneously.
3. Fixed asset investments
Investment in subsidiary companies
£
Cost
At 02 January 2023 1,162,083
Additions - Mexican Grill Ltd 387,443
At 01 January 2024 1,549,526
Additions - Mexican Grill Ltd (45,393)
At 29 December 2024 1,504,133
The investment additions in Mexican Grill Ltd relates wholly to the shared
based payment for both periods.
The Company's subsidiary undertakings are shown in note 26 to the consolidated
financial statements.
4. Debtors
29 December 2024 31 December 2023
£ £
Amounts owed by group undertakings 2,584,414 2,584,414
Other debtors 23,701 23,701
2,608,115 2,608,115
Amounts owed by group undertakings are repayable on demand and are
non-interest bearing.
5. Creditors: amounts falling due within one year
29 December 2024 31 December 2023
£ £
Amounts owed to group undertakings (907,863) -
Other creditors (250,000) (250,000)
Accruals and deferred income (47,191) (93,386)
(1,205,054) (343,386)
Amounts owed to group undertakings are repayable on demand and are
non-interest bearing.
6. Share capital
29 December 2024 31 December 2023
£ £
Allotted, called up and fully paid
38,664,031 Ordinary shares of £0.01 each 386,640 386,640
In addition to the table above, please refer to note 22 of the consolidated
financial statements, which provides information on the Company's called up
share capital.
7. Reserves
Share premium account
The share premium account records the amount above the nominal value received
for shares sold.
Share based payment reserve
The Group presents employee share options as an adjustment to own equity
through this reserve until the point that the shares are awarded and cease to
be conditional awards.
Profit and loss account
The accumulated net profits and losses of the Group.
8. Controlling party
The Directors believe that there is no ultimate controlling party of the
Company.
1 YouGov PLC April 2025
2 defined as the percentage change in like-for-like sales compared to the
previous year.
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